EMC 2010 Annual Report Download - page 120

Exhibit 10.8
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated [ ], is made by and between EMC Corporation (the "Company"), and [ ] (the "Executive") residing at
[Address].
WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its stockholders; and
WHEREAS, the Executive has made and is expected to make, due to the Executive's intimate knowledge of the business and affairs of the
Company, its policies, methods, personnel, and problems, a significant contribution to the profitability, growth, and financial strength of the Company; and
WHEREAS, the Company, as a publicly held corporation, recognizes that the possibility of a Change in Control may exist, and that such
possibility and the uncertainty and questions which it may raise among management may result in the departure or distraction of the Executive in the
performance of the Executive's duties, to the detriment of the Company and its stockholders; and
WHEREAS, it is in the best interests of the Company and its stockholders to reinforce and encourage the continued attention and dedication of
management personnel, including the Executive, to their assigned duties without distraction and to ensure the continued availability to the Company of the
Executive in the event of a Change in Control;
THEREFORE, in consideration of the foregoing and other respective covenants and agreements of the parties herein contained, the parties hereto
agree as follows:
1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in Section 16.
2. Term of Agreement. The term of this Agreement (the "Term") shall commence on December 31, 2009 and shall continue in effect through January 1,
2011; provided, however, that commencing on January 1, 2011 and each January 1st thereafter, the Term shall automatically be extended for one
additional year unless, not later than April 1 of the preceding year, the Company or the Executive shall have given notice not to extend the Term; and
further provided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire on the last day of the twenty-fourth
(24th) month following the month in which such Change in Control occurred.
3. Company's Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive's
covenants in Section 4, the Company, under the conditions described herein, shall pay the Executive the Severance Payments and the other payments
and benefits described herein. Except as provided in Sections 5.4 or 9.1, no Severance Payments shall be payable under this Agreement unless there
shall have been (or, pursuant to the second sentence of