EMC 2010 Annual Report Download - page 141

(ii) any Shares subject to stock options granted under the Company's Amended and Restated 2001 Stock Plan (the "2001 Plan") that expire or otherwise
terminate on or after January 1, 2010 without having been exercised in full up to a maximum of 1,411,562 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.
(b) Automatic Share Reserve Increase. The number of Shares available for issuance under the Plan shall be increased on the first day of each
Fiscal Year beginning with the 2011 Fiscal Year, in an amount equal to the least of (A) 3,500,000 Shares, (B) five percent (5%) of the outstanding
Shares on the last day of the immediately preceding Fiscal Year or (C) such number of Shares determined by the Board.
(c) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange
Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the
Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased
Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock
Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares
under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually
been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan;
provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are
repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the
exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the
Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares
available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15, the maximum number of
Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 3(a), plus, to the extent
allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under
the Plan pursuant to Section 3(c).
(d) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.
(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two
(2) or more "outside directors" within the meaning of Section 162(m) of the Code.
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