EMC 2010 Annual Report Download - page 130

which is demonstrably and materially injurious to the Company or its reputation, monetarily or otherwise. No act, or failure to act, on the Executive's part
shall be deemed "willful" unless committed, or omitted by the Executive in bad faith and without reasonable belief that the Executive's act or failure to act
was in, or not opposed to, the best interest of the Company. It is also expressly understood that the Executive's attention to matters not directly related to the
business of the Company shall not provide a basis for termination for Cause so long as the Board has approved the Executive's engagement in such activities.
16.8 A "Change in Control" shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have
occurred:
(A) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the
then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a transaction described in Section 16.8(C)(i);
(B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election
by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the
directors then in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so
approved or recommended;
(C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or
any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the
combined voting power of the Company's then outstanding securities; or
(D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company
of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
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