EMC 2010 Annual Report Download - page 166

(b) Limited Transferability Rights. Notwithstanding anything else in this Section 13, prior to the date, if any, on which the Common Stock
becomes a Listed Security, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter
vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to "Immediate Family"
(as defined below), on such terms and conditions as the Administrator deems appropriate. Following the date, if any, on which the Common Stock
becomes a Listed Security, the Administrator may in its discretion grant transferable Nonstatutory Stock Options pursuant to Option Agreements
specifying the manner in which such Nonstatutory Stock Options are transferable. "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
14. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.
(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares of Common Stock
covered by each outstanding Option or Stock Purchase Right, and the number of Shares of Common Stock that have been authorized for issuance under
the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the price per Share of Common Stock covered by each such outstanding Option or Stock
Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the
number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by
the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares of Common Stock subject to an Option or Stock Purchase Right.
(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option and Stock Purchase Right will
terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.
(c) Corporate Transaction; Change of Control.
(i) In the event of a Corporate Transaction, each outstanding Option or Stock Purchase Right shall be assumed or an equivalent option or
right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the "Successor Corporation"),
unless the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, in which case such Option or
Stock Purchase Right shall terminate upon the consummation of the transaction.
(ii) In the event of a Change of Control, the exercisability of each outstanding Option or, with respect to Stock Purchase Rights, the lapsing
of a repurchase option, shall automatically be accelerated completely so that one hundred percent (100%) of the number of Shares covered by
such Option or Stock Purchase Right shall be fully vested immediately prior to the consummation of the Change of Control; provided, however,
that the vesting of each outstanding Option or, with respect to Stock Purchase Rights, the lapsing of a repurchase option, shall automatically be
accelerated by only
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