EMC 2010 Annual Report Download - page 122

outstanding stock option, restricted stock or other equity or equity-based award granted to the Executive shall become immediately vested and exercisable if
the Executive becomes entitled to the Severance Payments described in Section 6.1. From and after the occurrence of a Change in Control, the "detrimental
activity" provisions in the Company's equity plans shall no longer apply to any award issued to the Executive under such plans.
6. Severance Payments.
6.1 If the Executive's employment is terminated within twenty-four (24) months following a Change in Control, other than (a) by the Company
for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, then the Company shall, subject to Section 15 hereof, pay the
Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any
payments and benefits to which the Executive is entitled under Section 5. For purposes of this Agreement, the Executive's employment shall be deemed to
have been terminated within twenty-four (24) months following a Change in Control and during the Term by the Company without Cause or by the Executive
with Good Reason, if (i) the Executive's employment is terminated by the Company without Cause during a Potential Change in Control Period, or (ii) the
Executive terminates Executive's employment for Good Reason during a Potential Change in Control Period. In the event that the Executive's employment is
terminated in the manner described in the preceding sentence during a Potential Change in Control Period, a Change in Control shall be deemed to have
occurred immediately preceding such termination for purposes of Section 5.4 hereof, except with respect to equity awards held by the Executive which are
intended to constitute qualified performance based compensation for purposes of Section 162(m) of the Code and regulations promulgated thereunder (other
than stock options and stock appreciation rights). Except as described above or in Section 9.1, the Executive shall not be entitled to benefits pursuant to this
Section 6.1 unless a Change in Control shall have occurred during the Term.
(A) The Company shall pay to the Executive a lump sum severance payment, in cash, equal to 2.99 times the sum of (a) the Base Salary, and
(b) the sum of the target annual bonus available to the Executive pursuant to each of the Company's annual bonus plans or any successor plans (but
excluding any special performance or incentive plan) in which the Executive participates in respect of the fiscal year in which the Date of Termination
occurs (without giving effect to any event or circumstance constituting Good Reason), assuming for this purpose attainment of 100% of any applicable
target; provided, however, that if the applicable target bonus would have been pro-rated for a partial fiscal year, such target bonus shall be recalculated
for purposes of this Section 6.1(A) to equal the amount that for which the Executive would have been eligible for the entire fiscal year.
(B) For the thirty-six (36) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and
Executive's dependents life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and Executive's
dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and Executive's
dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after-tax
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