EMC 2010 Annual Report Download - page 151

The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator
will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to
any Participant.
(c) Procedures. To the extent necessary to comply with the performance-based compensation provisions of Code Section 162(m), with respect to
any Award granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than
ninety (90) days following the commencement of any Performance Period (or such other time as may be required or permitted by Code
Section 162(m)), the Administrator will, in writing: (i) designate one or more Participants to whom an Award will be made, (ii) select the Performance
Goals applicable to the Performance Period, (iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for
such Performance Period, and (iv) specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by
each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether
the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the
Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account
additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A
Participant will be eligible to receive payment pursuant to an Award for a Performance Period only if the Performance Goals for such period are
achieved.
(d) Additional Limitations. Notwithstanding any other provision of the Plan, any Award which is granted to a Participant and is intended to
constitute qualified "performance-based compensation" under Code Section 162(m) will be subject to any additional limitations set forth in the Code
(including any amendment to Section 162(m)) or any regulations and ruling issued thereunder that are requirements for qualification as qualified
"performance-based compensation" as described in Section 162(m) of the Code, and the Plan will be deemed amended to the extent necessary to
conform to such requirements.
13. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be
suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the
Company, or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock
Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months and one (1) day following the commencement of
such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.
14. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the
Administrator deems appropriate.
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