EMC 2007 Annual Report Download - page 162

recovery, as the case may be. If requested by the Indemnitee, the Company shall promptly advance (but in no event more than five business days after
receiving such request) any such expenses to the Indemnitee.
4. Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification or payment by the Company for
some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of any threatened, pending or completed action, suit or
proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify or pay the Indemnitee for the portion thereof to
which the Indemnitee is entitled.
5. Limitation on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee against the Company or any director or officer of the Company
unless (i) the Company has joined in or the Board of Directors of the Company has consented to the initiation of such Proceeding; or (ii) the Proceeding is one
to enforce the Indemnitee's rights under this Agreement.
6. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the Company's
Restated Articles, By-Laws or the Act or otherwise. To the extent that a change in the Act (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under the Company's By-Laws or this Agreement, it is the intent of the parties hereto that the
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.
7. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, the
Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any
Company director or officer.
8. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.
9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
10. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made
against the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding to the extent the Indemnitee has otherwise actually
received payment (under any insurance policy, By-law or otherwise) of the amounts otherwise indemnifiable hereunder.
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