EMC 2010 Annual Report Download - page 114

6.7. Payments to a Participant Who is or was an Eligible Director and an Eligible Employee. Notwithstanding anything in this Article 6 to the
contrary, if payments are to be made from a Participant's Account and the Participant is or was both an Eligible Director and an Eligible Employee, then the
payments will be treated separately. Any payments attributable to the portion of the balance of the Participant's Account that is attributable to Compensation
earned by the Participant as an employee of the Company or any of its Subsidiaries will be paid in accordance with the provisions of this Article 6 applicable
to Participants who are not Eligible Directors. The portion of the balance of the Participant's Account attributable to Compensation earned by the Participant
for his or her service as an Eligible Director will be paid in accordance with the provisions of this Article 6 applicable to Participants who are Eligible
Directors.
6.8. Payments to Specified Employees. Amounts payable under this Article 6 upon a Specified Employee's Separation from Service, other than death,
will be paid six (6) months after Separation from Service. If the Participant elected to receive installments upon Separation from Service, this Section will
affect only the first payment if that payment is scheduled to occur earlier than six (6) months after Separation from Service; all other installment payments
will be paid as scheduled.
Article 7. ADMINISTRATOR
7.1 Plan Administration and Interpretation. The Administrator shall oversee the administration of the Plan. The Administrator shall have complete
discretionary control and authority to administer all aspects of the Plan and to determine the rights and benefits and all claims, demands and actions arising
out of the provisions of the Plan of any Participant, beneficiary, deceased Participant, or any other person having or claiming to have any interest under the
Plan. The Administrator shall have the exclusive discretionary power to interpret the Plan and to decide all matters under the Plan. The Administrator also
shall have the exclusive discretionary power to adopt, amend and rescind rules and guidelines for the administration of the Plan and for its own acts and
proceedings. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any
Participant, in the absence of clear and convincing evidence that the Administrator acted arbitrarily and capriciously. Any individual serving as Administrator,
or on a committee acting as Administrator, who is a Participant, shall not vote or act on any matter relating solely to himself or herself. When making a
determination or calculation, the Administrator shall be entitled to conclusively rely on information furnished by a Participant, a beneficiary, or any other
person or entity. The Administrator shall be deemed to be the Plan administrator with responsibility for complying with any reporting and disclosure
requirements of ERISA.
The Administrator may employ such counsel, agents and advisers, and obtain such administrative, clerical and other services, as it may deem necessary
or appropriate in carrying out the provisions of the Plan and its duties hereunder.
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