EMC 2010 Annual Report Download - page 160

(ix) to adjust the vesting of an Option held by an Employee or Consultant as a result of a change in the terms or conditions under which
such person is providing services to the Company;
(x) to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions
shall be final and binding on all Participants; and
(xi) in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to
Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or
customs.
(d) Default Vesting Provisions. Without limiting the powers of the Administrator provided above or the other terms and conditions provided in
the Plan, the default time-based vesting provisions for grants of Options or Stock Purchase Rights under the Plan shall be as follows: 25% of the Shares
subject to Options or Stock Purchase Rights shall vest on the first anniversary of the Vesting Commencement Date (as defined in the applicable Notice
of Stock Option Grant, Option Agreement or Restricted Stock Purchase Agreement) and the balance shall vest monthly thereafter in 36 equal
installments; provided, however, that, notwithstanding the foregoing, different vesting provisions may be granted by the Administrator in its sole
discretion.
5. Eligibility.
(a) Recipients of Grants. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock
Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.
(b) Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.
(c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares
with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under
all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For
purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of
the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.
(d) No Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment or
consulting relationship with the Company, nor shall it interfere in any way with such Participant's right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without Cause.
6. Term of Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 16 of the Plan.
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