EMC 2007 Annual Report Download - page 146

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Exhibit 10.11
Grant Date
Grant
Number
Grant
Type
Grant
Price
Shares
Granted
Days Left
to Accept
Participant:
Employee ID Number:
[FORM OF]
EMC CORPORATION
Amended and Restated 2003 Stock Plan
Performance Stock Option Agreement
1. Grant of Option
EMC Corporation, a Massachusetts corporation (the "Company"), hereby grants to you (the "Participant") on the grant date referenced above (the "Grant
Date") an option (the "Option") to purchase the number of shares of the Company's common stock referenced under "Shares Granted" above (the "Shares") at
the option exercise price per Share referenced under "Grant Price" above, which is not less than the fair market value of the Shares on the Grant Date. The
Option is made pursuant to and is subject to the provisions of this Performance Stock Option Agreement and the Company's Amended and Restated 2003
Stock Plan, as amended from time to time (the "Plan"). The final exercise date of the Option is the expiration date which shall be the tenth (10th) anniversary
of the Grant Date (the "Expiration Date"); provided, however, that if the Company does not achieve at least threshold performance of each stock option
vesting performance goal established by the Committee in respect of the Company's [ ] fiscal year (each, a "[ ] Performance Option Vesting
Goal"), the Expiration Date of the Option shall be accelerated to the date upon which the Committee determines that such performance was not achieved. This
Option shall be a nonstatutory stock option under Section 422(a) of the U.S. Internal Revenue Code of 1986, as amended. Capitalized terms used but not
defined in this Performance Stock Option Agreement shall have the meanings ascribed to them in the Plan. You must accept this Performance Stock Option
Agreement, without amendment, within the acceptance period referenced under "Days Left to Accept" above.
In order for any portion of this Option to become exercisable, both of the following conditions must be satisfied: (1) the Company must achieve at least
threshold performance of each [ ] Performance Option Vesting Goal and (2) the Participant's Service Relationship must remain continuously in effect,
except as noted in Section 3 below.
2. Exercise of the Option—the Performance Condition
The percentage of the Option that is eligible to become exercisable shall be determined by the Committee based upon the achievement of the [ ]
Performance Option Vesting Goals. If the [ ] Performance Option Vesting Goals are fully achieved, 100% of this Option shall be eligible to become
exercisable. The Participant shall be given written notification of (i) the [ ] Performance Option Vesting Goals, (ii) the method by which the Committee
will determine the percentage of this Option, if any, that will be eligible for exercise if the [ ] Performance Option Vesting Goals are not fully achieved
and (iii) the percentage of this Option, if any, that is eligible to be exercised based upon the actual achievement of the [ ] Performance Option Vesting
Goals. All determinations regarding the achievement by the Company of the [ ] Performance Option Vesting Goals shall be made by the Committee, in
its sole discretion, and shall be made within sixty (60) days after the end of the Company's [ ] fiscal year. No portion of this Option shall be eligible to
become exercisable unless the Committee, in its sole discretion, shall so determine. If a Change in Control (as defined in the Change in Control Severance
Agreement by and between the Participant and the Company) occurs prior to the date the Committee determines whether the [ ] Performance Option
Vesting Goals have been achieved, the [ ] Performance Option Vesting Goals shall be deemed to have been fully achieved.