EMC 2009 Annual Report Download - page 127

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or failure to act described in subsection (A), (B), (C), (D), or (E) below, such act or failure to act is corrected prior to the Date of Termination specified in the
Notice of Termination given in respect thereof:
(A) an adverse change in the Executive's role or position(s) as an officer of the Company as in effect immediately prior to the
Change in Control, including, without limitation, any adverse change in the Executive's role or position as a result of a diminution of the
Executive's duties or responsibilities (other than, if applicable, any such change directly and solely attributable to the fact that the
Company is no longer publicly owned) or the assignment to the Executive of any duties or responsibilities which are inconsistent with
such role or position(s), or any removal of the Executive from, or any failure to reappoint or reelect the Executive to, such position(s);
(B) a reduction in the Executive's Base Salary;
(C) the failure by the Company or any subsidiary of the Company to continue in effect any Plan in which the Executive is
participating at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than
as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the
taking of any action, or the failure to act, by the Company which would adversely affect the Executive's continued participation in any of
such Plans on at least as favorable a basis to the Executive as is the case on the date of the Change in Control or which would materially
reduce the Executive's benefits in the future under any of such Plans or deprive the Executive of any material benefit enjoyed by the
Executive at the time of the Change in Control;
(D) the Company requiring the Executive to be based at an office that is greater than 50 miles from where the Executive's office is
located immediately prior to the Change in Control except for required travel on the Company's business to an extent substantially
consistent with the business travel obligations which the Executive undertook on behalf of the Company prior to the Change in Control;
(E) any unreasonable refusal by the Company to continue to allow the Executive to attend to matters or engage in activities not
directly related to the business of the Company which, prior to the Change in Control, the Executive was permitted by the Board to attend
to or engage in; or
(F) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 7.1; for purposes of this Agreement, no such purported termination shall be effective.
The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. In order for Good Reason to exist hereunder, the Executive must provide notice to the Company of the existence of the condition or
circumstance described above within 90 days of the initial existence
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