EMC 2007 Annual Report Download - page 147

3. Exercise of the Option—the Service Condition
The portion of this Option that the Committee determines are eligible to be exercisable pursuant to Section 2 above may be exercised by the Participant
as described below if the Participant's Service Relationship is then in effect, subject to the terms of the Plan, this Performance Stock Option Agreement and
the Change in Control Severance Agreement by and between the Participant and the Company.
The Option is exercisable in the following installments prior to the Expiration Date:
On or after [ ], the Participant will be entitled to purchase a number of Shares subject to this Option equal to the product of
(x) [ ] of the Shares subject to the Option and (y) the percentage of the Option that the Committee determines is eligible for
exercise pursuant to Section 2 above; and
On or after each of the next [ ] successive anniversaries of [ ], the Participant will be entitled to purchase a number of Shares
subject to this Option equal to the product of (x) [ ] of the Shares subject to the Option and (y) the percentage of the Option that the
Committee determines is eligible for exercise pursuant to Section 2 above.
This Option may not be exercised to any extent after the Expiration Date.
4. Mechanics of Exercise of Option
The Option may be exercised by delivery of a written election to exercise to the Company and payment in full of the aggregate option exercise price in
accordance with the provisions of the Plan, or in such other manner as the Company may otherwise from time to time permit. Each election to exercise the
Option in whole or in part shall be in writing, signed by the Participant or by his or her executor, administrator or the person(s) to whom the Option is
transferred by will or applicable laws of descent and distribution (the "Legal Representative"), and received by the Company at its principal office,
accompanied by this Performance Stock Option Agreement, and payment in full of the aggregate option exercise price in accordance with the provisions of
the Plan. The option exercise price may be paid by delivery of cash, certified check, bank draft or money order. In the event that the Option is exercised by
such Legal Representative, the Company shall be under no obligation to deliver Shares hereunder unless and until the Company is satisfied as to the authority
of the person(s) exercising the Option. To the extent the Company is required to withhold any taxes with respect to the exercise of the Option, the Participant
or the Legal Representative, as the case may be, shall remit to the Company, or its agent, a check in the amount of all such taxes.
5. Retirement
Section 6.6.3 of the Plan (Termination of a Participant's Service Relationship by Reason of Retirement) shall only apply to this Option if the Participant
has attained at least two and a half years of continuous service from the Grant Date.
6. Application of Stock Transfer Agreement
If, at the time the Option is exercised, the Company is a party to any agreement restricting the transfer of any outstanding shares of its Common Stock,
the Option may be exercised only if the Shares acquired upon such exercise are made subject to the transfer restrictions set forth in that agreement or, if more
than one such agreement is then in effect, the agreement specified by the Committee.
7. Tax Assessments
Participant acknowledges and agrees that he or she is solely responsible for any and all taxes that may be assessed by any taxing authority in the United
States or any other jurisdiction arising out of the
•
•
•