EMC 2007 Annual Report Download - page 156

On the [ ] anniversary of the Grant Date, the Forfeiture Restrictions with respect to [ ] of the Units shall lapse
and such Units shall constitute Vested Units.
On the [ ] anniversary of the Grant Date, the Forfeiture Restrictions with respect to [ ] of the Units shall lapse and such
Units shall constitute Vested Units.
On the [ ] anniversary of the Grant Date, the Forfeiture Restrictions with respect to [ ] of the Units shall lapse and such
Units shall constitute Vested Units.
Units may also vest if provided in the Plan or this Restricted Stock Unit Agreement with respect to 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. Except as set forth in this Section 4, none of the Forfeiture Restrictions shall lapse with respect to any Units on any date
specified above unless the Participant's Service Relationship is then in effect. 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") in order for the vesting described in the first sentence of this Section 4(b) to occur. Section 6.6.3 of the Plan
(Termination of a Participant's Service Relationship by Reason of Retirement) shall not apply to this Award. Accordingly, if a Participant's
Service Relationship terminates by reason of Retirement, Units shall be governed by Section 6.6.4 of the Plan (Termination of a Participant's
Service Relationship for any Other Reason).
5. Settlement of Units
If Units become Vested Units, a Share shall be issued or credited to the Participant in respect of each such Vested Units promptly, and in no case later
than the fifteenth (15th) day of the third calendar month following the year in which the Units became Vested Units; provided, however, that if the Units vest
as a result of the termination of the Participant's Service Relationship then, to the extent necessary to avoid the application of an accelerated or additional tax
under Section 409A, the payment of amounts otherwise due during the first six months following the Participant's "separation from service" shall be delayed
until the end of such six month period if the Participant is a "specified employee" (defined generally under Section 409A as one of the 50 most highly
compensated officers) with respect to the Company and then paid within five (5) days following the end of such period.
6. Dividends
The Participant shall be eligible to receive any and all dividends or other distributions paid with respect to a number of Shares that correspond to the
number of Units held by the Participant; provided, however, that any property (other than cash) distributed with respect to a Unit (the "associated unit")
acquired hereunder, including without limitation a distribution of the Company's common stock by reason of a stock dividend, stock split or otherwise, or a
distribution of other securities with respect to an associated unit, shall be subject to the restrictions of this Performance Restricted Stock Unit Agreement in
the same manner and for so long as the associated unit remains subject to such restrictions, and shall be promptly forfeited if and when the associated unit is
so forfeited; and further provided, that any cash distribution with respect to the Units shall be converted to additional Units based on the fair market value of
Shares as determined by the Committee and shall be subject to the restrictions of this Performance Restricted Stock Unit Agreement in the same manner and
for so long as the associated unit remains subject to such restrictions, and shall be promptly forfeited if and when the associated unit is so forfeited.
References in this Performance Restricted Stock Unit Agreement to the Units shall include any such restricted amounts.
7. Taxes
The 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 in
(ii)
(iii)
(iv)
(b)