EMC 2007 Annual Report Download - page 139

hereunder shall pertain and apply to the securities which a holder of the number of shares of stock of the Company then subject to the Award is entitled to
receive, but a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation or in which a
majority of its outstanding shares are so converted or exchanged shall cause every Award hereunder to terminate; provided that if any such dissolution,
liquidation, merger or consolidation is contemplated, the Company shall either (a) arrange for any corporation succeeding to the business and assets of the
Company to issue to the Participants replacement Awards (which, in the case of Incentive Stock Options, satisfy, in the determination of the Committee, the
requirements of Section 424 of the Code) on such corporation's stock which will to the extent possible preserve the value of the outstanding Awards or
(b) shall make the outstanding Awards fully exercisable or cause all of the applicable restrictions to which outstanding Stock Awards are subject to lapse, in
each case, on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Committee, following the exercise of the Award or the
issuance of shares of Common Stock, as the case may be, to participate as a shareholder in any such dissolution, liquidation, merger or consolidation and the
Award will terminate upon consummation of any such transaction. The existence of the Plan shall not prevent any such change or other transaction and no
Participant hereunder shall have any right except as herein expressly set forth. Notwithstanding the foregoing provisions of this Section 7.2, Awards subject to
and intended to satisfy the requirements of Section 409A of the Code shall be construed and administered consistent with such intent.
8. Rights to a Service Relationship
Neither the adoption of the Plan nor any grant of Awards confers upon any employee, consultant or advisor of the Company or a Subsidiary, or any
member of the Board of Directors, any right to the continuation of a Service Relationship with the Company or a Subsidiary, as the case may be, nor does it
interfere in any way with the right of the Company or a Subsidiary to terminate the Service Relationship of any of those persons at any time.
9. Discontinuance, Cancellation, Amendment and Termination.
The Committee or the Board of Directors may at any time discontinue granting Awards under the Plan and, with the consent of the Participant, may at
any time cancel an existing Award in whole or in part and grant another Award to the Participant for such number of shares as the Committee or the Board of
Directors specifies. The Committee or the Board of Directors may at any time or times amend the Plan for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law or may at any time terminate the Plan as to any
further grants of Awards; provided, however, that no such amendment shall without the approval of the shareholders of the Company (a) materially amend the
Plan, (b) increase the Authorized Shares available under the Plan, (c) change the group of persons eligible to receive Awards under the Plan, (d) reprice any
outstanding Options or Stock Appreciation Rights or reduce the price at which Options or Stock Appreciation Rights may be granted (including any tandem
cancellation and regrant or any other amendment or action that would have substantially the same effect as reducing the exercise price of outstanding Options
or Stock Appreciation Rights), (e) extend the time within which Awards may be granted, (f) alter the Plan in such a way that Incentive Stock Options granted
or to be granted hereunder would not be considered incentive stock options under Section 422 of the Code, or (g) amend the provisions of this Section 9, and
no such amendment shall adversely affect the rights of any Participant (without his consent) under any Award previously granted.
10. Effective Date and Term.
The Plan became effective immediately upon its approval by the shareholders of the Company at the Annual Meeting on May 7, 2003 (the "Effective
Date"), and unless the Plan is sooner terminated by the Board of Directors, will remain in effect until the tenth anniversary of the Effective Date (the
"Termination Date"). After the Termination Date, no Awards will be granted under the Plan, provided that Awards granted prior to the Termination Date may
extend beyond that date. This amended and