EMC 2010 Annual Report Download - page 163

The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall
terminate upon termination of an Optionee's Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth
in an Option Agreement:
(i) Termination other than Upon Disability or Death or for Cause. In the event of termination of an Optionee's Continuous Service
Status, such Optionee may exercise an Option for 30 days following such termination to the extent the Optionee was entitled to exercise it at the
date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who
becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.
(ii) Disability of Optionee. In the event of termination of an Optionee's Continuous Service Status as a result of his or her disability
(including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within twelve
months following such termination to the extent the Optionee was entitled to exercise it at the date of such termination.
(iii) Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of
the Option, or within thirty days following termination of Optionee's Continuous Service, the Option may be exercised by Optionee's estate or by
a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but
only to the extent of the right to exercise that had accrued at the date of death or, if earlier, the date the Optionee's Continuous Service Status
terminated.
(iv) Termination for Cause. In the event of termination of an Optionee's Continuous Service Status for Cause, any Option (including any
exercisable portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of
termination of the Optionee's Continuous Service Status. If an Optionee's employment or consulting relationship with the Company is suspended
pending an investigation of whether the Optionee shall be terminated for Cause, all the Optionee's rights under any Option likewise shall be
suspended during the investigation period and the Optionee shall have no right to exercise any Option. This Section 10(b)(iv) shall apply with
equal effect to vested Shares acquired upon exercise of an Option granted prior to the date, if any, upon which the Common Stock becomes a
Listed Security to a person other than an officer, Director or Consultant, in that the Company shall have the right to repurchase such Shares from
the Participant upon the following terms: (A) the repurchase is made within 90 days of termination of the Participant's Continuous Service Status
for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase consists of cash or
cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company's initial public
offering of its Common Stock. With respect to vested Shares issued upon exercise of an Option granted to any officer, Director or Consultant, the
Company's right to repurchase such Shares upon termination of the Participant's Continuous Service Status for Cause shall be made at the
Participant's original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall
determine. Nothing in this Section 10(b)(iv) shall in any way limit the Company's right to purchase unvested Shares issued upon exercise of an
Option as set forth in the applicable Option Agreement.
(c) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under
the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.
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