EMC 2010 Annual Report Download - page 127

10. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid,
addressed to the last known residence address of the Executive or in the case of the Company, to its principal office to the attention of the Chief
Executive Officer of the Company with a copy to its clerk or Secretary, or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement
supersedes, effective as of [ ], any other agreements or representations, oral or otherwise, express or implied, with respect to the subject
matter hereof which have been made by either party; provided, however, that this Agreement shall not supersede any agreement setting forth the terms
and conditions of the Executive's employment with the Company or any subsidiary of the Company. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts. All references to sections of the Exchange Act
or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of
the Company under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including,
without limitation, those under Sections 6 and 7) shall survive such expiration.
12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of
this Agreement, which shall remain in full force and effect.
13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
14. Settlement of Disputes; Arbitration; 409A Compliance; Release.
14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any
denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the
denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision
denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that
the Executive's claim has been denied.
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