EMC 2007 Annual Report Download - page 150

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Exhibit 10.12
Grant Date Grant Number Units Granted
Participant:
Employee ID Number:
[FORM OF]
EMC CORPORATION
Amended and Restated 2003 Stock Plan
Performance Restricted Stock Unit Agreement
1. Grant of Restricted Stock Units
EMC Corporation, a Massachusetts corporation (the "Company"), hereby grants to you (the "Participant"), on the grant date referenced above (the "Grant
Date"), a restricted stock unit award (the "Award") with respect to the number of units of the Company's common stock referenced under "Units Granted"
above (the "Units"). The Award is made pursuant to and is subject to the provisions of this Performance Restricted Stock Unit Agreement and the Company's
Amended and Restated 2003 Stock Plan, as amended from time to time (the "Plan"). Capitalized terms used but not defined in this Performance Restricted
Stock Unit Agreement shall have the meanings ascribed to them in the Plan.
In order for any Units granted pursuant to this Award to become Vested Units (as defined in Section 3 below), both of the following conditions must be
satisfied: (1) the Company must achieve at least threshold performance of each restricted stock unit performance goal established by the Committee in respect
of the Company's [ ] fiscal year (each, a "[ ] Performance RSU Vesting Goal") and (2) the Participant's Service Relationship must remain
continuously in effect until such time as the applicable service condition has been satisfied or deemed satisfied, as set forth in Section 4(b) below. Upon the
Committee's determination that such threshold performance was not achieved, this Award will be immediately forfeited.
2. Units
The Participant's rights to the shares of the Company's common stock ("Shares") underlying the Units are subject to the restrictions described in this
Performance Restricted Stock Unit Agreement and the Plan, in addition to such restrictions, if any, as may be imposed by law.
3. Forfeiture Restrictions
The Units are subject to certain forfeiture restrictions, as described below. These restrictions are referred to in this Performance Restricted Stock Unit
Agreement as the "Forfeiture Restrictions." The Forfeiture Restrictions lapse with respect to Units as set forth in Section 4 below and the applicable
provisions of the Plan. To the extent Units are no longer subject to the Forfeiture Restrictions, they are referred to in this Performance Restricted Stock Unit
Agreement as "Vested Units" and are treated as set forth in Section 5 below. Units subject to the Forfeiture Restrictions are referred to in this Performance
Restricted Stock Unit Agreement as "Unvested Units."
No Unvested Units may be sold, assigned, transferred, pledged or otherwise disposed of except as provided in this Performance Restricted Stock Unit
Agreement and in the Plan. Any attempt to dispose of any Units in contravention of this Performance Restricted Stock Unit Agreement or the Plan shall be
null and void and without effect.
In the event that the Participant's Service Relationship terminates for any reason, except as otherwise provided in the Plan or this Performance Restricted
Stock Unit Agreement with respect to termination by reason of death or Disability or as otherwise provided in the Change in Control