EMC 2009 Annual Report Download - page 118

occurrence of an event or circumstance constituting Good Reason, at no greater after-tax cost to the Executive than the cost to the Executive
immediately prior to such date or occurrence. If, at the end of the thirty-six (36) month period following the Date of Termination, the Executive
has not previously become eligible to receive comparable benefits from a new employer or pursuant to a government-sponsored health insurance
or health care program, then the Company shall arrange, at its sole cost and expense, to enable the Executive to convert coverage for the
Executive and the Executive's dependents being provided hereunder to individual policies or program, if applicable, upon the same terms as other
former employees of the Company may apply for such conversion. The cost of providing the benefits set forth in this Section 6.1(B) shall be in
addition to (and shall not reduce) the Severance Payments. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall be
reduced to the extent the Executive becomes eligible to receive comparable benefits from a new employer or pursuant to a government-sponsored
health insurance or health care program. Unless the Executive agrees to another method, the coverage described in this Section 6.1(B) will be
provided through a third party insurer.
(C) The Company shall pay to the Executive a prorated portion of the Executive's bonus compensation for the fiscal year in which the Date
of Termination occurs (assuming that any applicable performance objectives were achieved at the target level of performance and without giving
effect to any event or circumstance constituting Good Reason) calculated by multiplying (A) the target amount of such bonus compensation by
(B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the Date of Termination and the denominator of
which is 365. The foregoing payment shall be reduced by the sum of any quarterly, semi-annual and other partial year bonus payments previously
paid to the Executive in respect of the fiscal year in which the Date of Termination occurs.
6.2 (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the
Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive's employment, whether
pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments,
being hereinafter referred to as the "Total Payments") would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in
the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall first be
reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the
Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes
on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total
Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state
and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total
Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments);
provided, however, that the Executive may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance
Payments.
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