EMC 2007 Annual Report Download - page 140

restated Plan shall take effect upon its approval by the shareholders of the Company at the Annual Meeting on May 3, 2007 (the "Amended and Restated Plan
Effective Date"). Any amendment and/or restatement of the Plan made subsequent to the Amended and Restated Plan Effective Date shall become effective
on the date of its adoption by the Committee or the Board of Directors, unless the Committee or the Board of Directors provide for such amendment or
restatement to be effective as of a different date.
11. Liability of the Company.
By accepting any benefits under the Plan, each Participant and each person claiming under or through such Participant shall be conclusively deemed to
have indicated acceptance and ratification to, and consented to, any action taken or made under the Plan by the Company, including, without limitation, the
Board of Directors and the Committee. No Participant or any person claiming under or through a Participant shall have any right or interest, whether vested or
otherwise, in the Plan or any Award hereunder, contingent or otherwise, unless and until such Participant shall have complied with all of the terms, conditions
and provisions of the Plan and any Award agreement related thereto. Neither the Company nor any of its Subsidiaries, nor any of their respective directors,
officers, employees or agents shall be liable to any Participant or any other person (a) if it is determined for any reason by the Internal Revenue Service or any
court having jurisdiction that any Incentive Stock Option granted hereunder does not qualify for tax treatment as an "incentive stock option" under
Section 422 of the Code or (b) by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the
requirements of Section 409A of the Code or by reason of Section 4999 of the Code.
12. Unfunded Plan.
Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are
granted Awards, any such accounts will be used merely as an administrative convenience. Except for the holding of Restricted Stock in escrow, the Company
shall not be required to segregate any assets that may at any time be represented by Awards, nor shall the Plan be construed as providing for such segregation,
nor shall the Company, the Board of Directors or the Committee be deemed to be a trustee of Common Stock or cash to be awarded under the Plan. Any
liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations that may be created by the Plan;
no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company.
13. Jurisdiction and Governing Law.
The parties submit to the exclusive jurisdiction and venue of the federal or state courts of The Commonwealth of Massachusetts to resolve issues that
may arise out of or relate to the Plan or the same subject matter. The Plan shall be governed by the laws of The Commonwealth of Massachusetts, excluding
its conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Plan to the substantive law of another
jurisdiction.
14. Foreign Jurisdictions.
To the extent that the Committee determines that the material terms set by the Committee or imposed by the Plan preclude the achievement of the
material purposes of the Plan in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those terms and
provide for such additional terms and conditions as the Committee determines to be necessary, appropriate or desirable to accommodate differences in local
law, policy or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices or supplements to, or
amendments, restatements or alternative versions of, the Plan as it may consider necessary, appropriate or desirable, without thereby affecting the terms of the
Plan as in effect for any other purpose. The special terms and any appendices, supplements, amendments, restatements or alternative versions, however, shall
not include any provisions that are inconsistent with the terms of the Plan as then in effect, unless the Plan could have been amended to eliminate such
inconsistency without further approval by the shareholders. The Committee shall also have the authority and discretion to delegate the foregoing powers to
appropriate officers of the Company.