EMC 2007 Annual Report Download - page 160

("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt by the Company of (i) a written affirmation of the Indemnitee's good faith belief that
the Indemnitee has met the relevant standard of conduct described in the Act or any successor provision of Massachusetts law or that the proceeding involves
conduct for which liability has been eliminated under a provision of the Company's restated articles of organization, as may be further amended (the "Restated
Articles"), as authorized by the Act or any successor provision of Massachusetts law, and (ii) a written undertaking by the Indemnitee to repay the Expense
Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification in accordance with this Agreement or the provisions of the Act or
any successor thereto.
2. Change In Control
(a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934.
(b) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934.
(c) A "Change in Control" shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have occurred:
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then
outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a transaction described in Section 2(c)(iii)(A);
the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board of Directors or nomination for election by the Company's stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so approved or recommended;
there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation,
other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates)
representing 25% or more of the combined voting power of the Company's then outstanding securities; or
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of
all or substantially all of the Company's assets to an entity, at least 50% of the
2
(i)
(ii)
(iii)
(iv)