EMC 2010 Annual Report Download - page 138

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. "Incumbent Directors" means directors who either (A) are Directors as of the effective date of the Plan, or
(B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of
such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company); or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation.
(g) "Code" means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any
successor or amended section of the Code.
(h) "Committee" means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with
Section 4 hereof.
(i) "Common Stock" means the common stock of the Company.
(j) "Company" means Isilon Systems, Inc., a Delaware corporation, or any successor thereto.
(k) "Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.
(l) "Determination Date" means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as
"performance-based compensation" under Section 162(m) of the Code.
(m) "Director" means a member of the Board.
(n) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than
Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Administrator from time to time.
(o) "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the Company will be sufficient to constitute "employment" by the Company.
(p) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(q) "Exchange Program" means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same
type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to
transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an
outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.
Notwithstanding the previous sentence, the Administrator may not institute an Exchange Program without stockholder approval.
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