EMC 2010 Annual Report Download - page 128

14.2 Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston,
Massachusetts in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth
in this Agreement shall apply. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Notwithstanding any provision of this
Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during
the pendency of any dispute or controversy arising under or in connection with this Agreement.
14.3 It is the intention of the Company and the Executive that this Agreement not result in taxation of the Executive under Section 409A of the
Code and the regulations and guidance promulgated thereunder and that the Agreement shall be construed in accordance with such intention. Without limiting
the generality of the foregoing, the Company and the Executive agree as follows:
(A) Notwithstanding anything to the contrary herein, if the Executive is a "specified employee" (within the meaning of Section 409A(a)(2)(B)(i)
of the Code) with respect to the Company, any amounts (or benefits) otherwise payable to or in respect of him under this Agreement pursuant to the
Executive's termination of employment with the Company shall be delayed, to the extent required so that taxes are not imposed on the Executive
pursuant to Section 409A of the Code, and shall be paid upon the earliest date permitted by Section 409A(a)(2) of the Code;
(B) For purposes of this Agreement, the Executive's employment with the Company will not be treated as terminated unless and until such
termination of employment constitutes a "separation from service" for purposes of Section 409A of the Code;
(C) To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder (1) reimbursements to
the Executive as a result of the operation of Section 6.1(B), or Section 6.4 hereof shall be made not later than the end of the calendar year following the
year in which the reimbursable expense is incurred and shall otherwise be made in a manner that complies with the requirements of Treasury
Regulation Section 1.409A-3(i)(l)(iv), (2) if Executive is a "specified employee" (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any
reimbursements to the Executive as a result of the operation of such sections with respect to a reimbursable event within the first six months following
the Date of Termination which are required to be delayed pursuant to Section 14.1(A) shall be made as soon as practicable following the date which is
six months and one day following the Date of Termination (subject to clause (1) of this sentence); and
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