EMC 2010 Annual Report Download - page 129

(D) If the provisions of Section 5.4 are applicable to an equity or equity-based award subject to the provisions of Section 409A of the Code and
the immediate payment of the award contemplated by Section 5.4 would result in taxation under Section 409A, payment of such awards shall be made
upon the earliest date upon which such payment may be made without resulting in taxation under Section 409A of the Code. For the avoidance of
doubt, with respect to any equity or equity-based awards which are subject to Section 409A of the Code and which comply with the permissible
payment requirements of such section by providing for payments pursuant to a fixed schedule, the application of Section 5.4, as modified (to the extent
required) by this Section 14.3(D) shall require that the payment of such awards continue upon such fixed schedule following the Date of Termination
until the award is fully vested.
15. Release. Notwithstanding anything to the contrary herein, the payment to the Executive of the benefits provided in Section 6 upon the Executive's
termination of employment shall be subject to the execution and non-revocation by the Executive of the Company's standard form of release in favor of
the Company and its Affiliates, as in effect immediately prior to the Change in Control. Such release must be executed by the Executive within 45 days
following the Date of Termination (the "Release Deadline").
16. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:
16.1 "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
16.2 "Auditor" shall have the meaning set forth in Section 6.2.
16.3 "Base Amount" shall have the meaning set forth in Section 280G(b)(3) of the Code.
16.4 "Base Salary" shall mean the annual base salary in effect for the Executive immediately prior to a Change in Control, as such salary may be
increased from time to time during the Term (in which case such increased amount shall be the Base Salary for purposes hereof), but without giving effect to
any reduction thereto.
16.5 "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
16.6 "Board" shall mean the Board of Directors of the Company.
16.7 "Cause" for termination by the Company of the Executive's employment shall mean (i) the willful and continued failure by the Executive
(other than any such failure resulting from (A) the Executive's incapacity due to physical or mental illness, (B) any such actual or anticipated failure after the
issuance of a Notice of Termination by the Executive for Good Reason or (C) the Company's active or passive obstruction of the performance of the
Executive's duties and responsibilities) to perform substantially the duties and responsibilities of the Executive's position with the Company after a written
demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes
that the Executive has not substantially performed such duties or responsibilities; (ii) the conviction of the Executive by a court of competent jurisdiction for
felony criminal conduct; or (iii) the willful engaging by the Executive in fraud or dishonesty
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