EMC 2010 Annual Report Download - page 155

Exhibit 10.22
ISILON SYSTEMS, INC.
AMENDED AND RESTATED 2001 STOCK PLAN
(As Amended September 22, 2006)
1. Purposes of the Plan. The purposes of this Amended and Restated 2001 Stock Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Stock purchase rights may also be granted
under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or its Committee appointed pursuant to Section 4 of the Plan.
(b) "Affiliate" means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third
person or entity.
(c) "Applicable Laws" means the legal requirements relating to the administration of stock option and restricted stock purchase plans under
applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, the Code, any Stock Exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations
and requirements shall be in place from time to time.
(d) "Board" means the Board of Directors of the Company.
(e) "Cause" for termination of a Participant's Continuous Service will exist if the Participant is terminated for any of the following reasons:
(i) Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company
policy; (ii) Participant's commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably
expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets
of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company;
or (iv) Participant's willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to
whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The
foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as
provided in Section 5(d) below, and the term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate or successor thereto, if
appropriate.
(f) "Change of Control" means a sale of all or substantially all of the Company's assets, or any merger or consolidation of the Company with or
into another corporation other than a merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company
outstanding immediately prior to such transaction continue to hold (either by the voting