EMC 2007 Annual Report Download - page 151

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Severance Agreement by and between the Participant and the Company, all Unvested Units shall be automatically and immediately forfeited.
4. Lapse of the Forfeiture Restrictions
Vesting of Units—the Performance Condition
The percentage of the Unvested Units that are eligible to become Vested Units shall be determined by the Committee based upon the achievement
of the [ ] Performance RSU Vesting Goals. If the [ ] Performance RSU Vesting Goals are fully achieved, 100% of the Unvested
Units shall be eligible to become Vested Units. The Participant shall be given written notification of (i) the [ ] Performance RSU Vesting
Goals by [ ], (ii) the method by which the Committee will determine the percentage of the Unvested Units eligible to become
Vested Units if the [ ] Performance RSU Vesting Goals are not fully achieved by [ ] and (iii) the percentage of the
Unvested Units, if any, that are eligible to become Vested Units based upon the actual achievement of the [ ] Performance RSU Vesting
Goals. All determinations regarding the achievement by the Company of the [ ] Performance RSU 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. Except as set forth
below with respect to a Change in Control, no Unvested Units shall be eligible to become Vested Units 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 RSU Vesting Goals have been achieved,
the [ ] Performance RSU Vesting Goals shall be deemed to have been fully achieved.
Vesting of Units—the Service Condition
The Forfeiture Restrictions with respect to the number of Unvested Units that the Committee determines are eligible to become Vested Units in
accordance with Section 4(a) above shall lapse in accordance with this Section 4 as follows:
On [ ], the Forfeiture Restrictions with respect to a number of Unvested Units equal to the product of
(x) [ ] of the Units and (y) the percentage of the Units that the Committee determines are eligible to became Vested
Units pursuant to Section 4(a) above shall lapse and such Units shall constitute Vested Units.
On [ ], the Forfeiture Restrictions with respect to a number of Unvested Units equal to the product of
(x) [ ] of the Units and (y) the percentage of the Units that the Committee determines are eligible to became Vested
Units pursuant to Section 4(a) above shall lapse and such Units shall constitute Vested Units.
On [ ], the Forfeiture Restrictions with respect to a number of Unvested Units equal to the product of
(x) [ ] of the Units and (y) the percentage of the Units that the Committee determines are eligible to became Vested
Units pursuant to Section 4(a) above shall lapse and such Units shall constitute Vested Units.
Unvested Units shall also become Vested Units upon the termination of the Participant's Service Relationship (i) by reason of death or Disability
or (ii) as provided in the Change in Control Severance Agreement by and between the Participant and the Company; provided, however, that the
termination of the Participant's Service Relationship must constitute a "separation from service" for purposes of Section 409A of the Internal
Revenue Code and the regulations promulgated thereunder (collectively, "Section 409A"). The percentage of the Unvested Units which become
Vested Units in accordance with the preceding sentence shall
(a)
(b)
(i)
(ii)
(iii)