EMC 2009 Annual Report Download - page 107

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6.5.4 Payment of Exercise Price. Where the exercise of an Award is to be accompanied by payment, the Committee may determine the required
or permitted forms of payment, subject to the following: all payments will be by cash or check acceptable to the Committee, or, if so permitted by the
Committee, (i) through the delivery of shares of Common Stock that have been outstanding for at least six months (unless the Committee approves a
shorter period) and that have a fair market value equal to the exercise price, (ii) by delivery to the Company of a promissory note of the person
exercising the Award, payable on such terms as are specified by the Committee, (iii) through a broker-assisted exercise program acceptable to the
Committee, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under
clause (i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the
Committee may prescribe.
6.5.5 Period of Awards. An Award shall be exercisable during such period of time as the Committee may specify, but not after the expiration of
ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder) from the date the Option is granted.
6.6 Termination of Awards. Unless the Award by its terms or the Committee or Board of Directors by resolution shall expressly provide otherwise:
6.6.1 Termination of a Participant's Service Relationship by Reason of Death. If a Participant's Service Relationship terminates by reason of
death, (a) all Options and Stock Appreciation Rights held by the Participant shall vest fully on the date that the Participant's Service Relationship
terminates by reason of death without regard to whether any applicable vesting requirements have been fulfilled, and (b) all Stock Awards held by the
Participant shall vest fully on the date that the Participant's Service Relationship terminates by reason of death without regard to whether any applicable
vesting requirements have been fulfilled and/or all restrictions shall fully lapse as of such date without regard to whether any applicable requirements
have been fulfilled. All Awards may be exercised by the Participant's executor or administrator or the person or persons to whom the Awards are
transferred by will or the applicable laws of descent and distribution at any time or times within three years after the date of the Participant's death.
Unexercised Options and Stock Appreciation Rights shall expire automatically at the end of such three-year period.
6.6.2 Termination of a Participant's Service Relationship by Reason of Disability. If a Participant's Service Relationship terminates by reason of
"Disability" (as defined below), (a) all Options and Stock Appreciation Rights held by the Participant shall vest fully on the date that the Participant's
Service Relationship terminates by reason of Disability (the "Disability Date") without regard to whether any applicable vesting requirements have been
fulfilled, and (b) all Stock Awards held by the Participant shall vest fully on the Disability Date without regard to whether any applicable vesting
requirements have been fulfilled and/or all restrictions shall fully lapse as of such date without regard to whether any applicable requirements have been
fulfilled. All such Options and Stock Appreciation Rights may be exercised by the Participant at any time or times within three years after the Disability
Date. Unexercised Options and Stock Appreciation Rights shall expire automatically at the end of such three-year period. Notwithstanding the
foregoing, in the event the Participant fails to exercise an Incentive Stock Option within twelve months after the Disability Date, such Option shall
remain exercisable at any time or times within three years after the Disability Date but will be treated as an Option that does not qualify as an Incentive
Stock Option. "Disability" means the disability of the Participant within the meaning of Section 22(e)(3) of the Code.
6.6.3 Termination of a Participant's Service Relationship by Reason of Retirement. If a Participant's Service Relationship terminates by reason of
"Retirement" (as defined below), (a) Options and Stock Appreciation Rights held by the Participant shall continue to vest and be exercisable in
accordance with the terms and conditions thereof as if the Participant's Service Relationship had not terminated; and (b) Stock Awards held by the
Participant that were granted to the Participant (i) prior to