EMC 2009 Annual Report Download - page 105

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rescission of the exercise of an Award, the number of shares of Common Stock subject to the Award immediately prior to such expiration, termination or
cancellation or the number of shares of Common Stock that have been reacquired upon any rescission, shall be available for future grant. The following shares
shall not be available for future grant: (i) shares tendered in payment of the exercise price of an Option and (ii) shares withheld by the Company or otherwise
received by the Company to satisfy tax withholding obligations. In addition, the Authorized Shares shall not be increased by any shares of Common Stock
repurchased by the Company with Option proceeds and all shares of Common Stock covered by a Stock Appreciation Right shall be counted against the
Authorized Shares.
4.4 Type of Shares. Common Stock delivered by the Company under the Plan may be authorized but unissued Common Stock or previously issued
Common Stock acquired by the Company. No fractional shares of Common Stock will be delivered under the Plan.
4.5 Limit on Shares for Performance Awards. No more than 2,000,000 shares may be allocated to the Performance Awards that are granted to any
individual Participant during any 12 month period. This limit shall not be adjusted by the cancellation, forfeiture, termination, expiration, or lapse of any
Performance Award prior to its payment.
5. Eligibility and Participation.
The Committee will select Participants from among those key employees of, and consultants and advisors to, the Company or its Subsidiaries who, in
the opinion of the Committee, are in a position to make a significant contribution to the success of the Company and its Subsidiaries. Eligible Directors may
be granted Awards by either the Committee or the Board of Directors. If Eligible Directors are granted Awards by the Board of Directors, the Board of
Directors may exercise all the powers of the Committee under the Plan with respect to such Awards. Eligibility for Incentive Stock Options is limited to
employees of the Company or of a "parent corporation" or "subsidiary corporation" of the Company as those terms are defined in Section 424 of the Code.
6. Awards.
6.1 General. The Plan provides for the grant of Awards, which may be in the form of Options, Restricted Stock, Restricted Stock Units and Stock
Appreciation Rights. The Committee will determine the terms and conditions of all Awards, subject to the limitations provided herein. The Plan also provides
for the grant of Performance Awards under Section 6.11. Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion, grant
Awards under the Plan containing performance-related goals that do not constitute Performance Awards, do not comply with Section 6.11, are not subject to
the limitation set forth in Section 4.5, and are not granted or administered to comply with the requirements of Section 162(m) of the Code.
6.2 Participants. From time to time while the Plan is in effect, the Committee may, in its absolute discretion, select from among the persons eligible to
receive Awards (including persons to whom Awards were previously granted) those Participants to whom Awards are to be granted.
6.3 Award Agreements. Each Award granted under the Plan shall be evidenced by a written agreement in such form as the Committee shall from time to
time approve. Award agreements shall comply with the terms and conditions of the Plan and may contain such other provisions not inconsistent with the terms
and conditions of the Plan as the Committee shall deem advisable. In the case of an Incentive Stock Option, the Award agreement shall contain such
provisions relating to exercise and other matters as are required of "incentive stock options" under the Code. Award agreements may be evidenced by an
electronic transmission (including an e-mail or reference to a website or other URL) sent to the Participant through the Company's normal process for
communicating electronically with its employees. As a condition to receiving an Award, the Committee may require the proposed Participant to affirmatively
accept the Award and agree to the terms and conditions set forth in the Award agreement by physically and/or electronically executing the Award agreement
or by otherwise physically and/or electronically acknowledging such acceptance and agreement. With or without such affirmative acceptance, however, the