EMC 2010 Annual Report Download - page 167

twenty-five percent (25%) of the total number of Shares subject to the Option or Stock Purchase Right immediately prior to consummation of the
Change of Control if and to the extent that: (A) such Option or Stock Purchase Right is either to be assumed by the Successor Corporation at the
consummation of the Change of Control or to be replaced with a comparable option to purchase shares of the capital stock of the successor
corporation at the consummation of the Change of Control, or (B) such Option or Stock Purchase Right is to be replaced by a comparable cash
incentive program of the successor corporation based on the value of the Option or Stock Purchase Right at the time of the consummation of the
Change of Control.
(iii) The acceleration of the vesting of outstanding Options and, with respect to Stock Purchase Rights, the lapsing of a repurchase option,
provided for under this Section 14(c) shall not decrease the amount of the time over which such Options or Stock Purchase Rights vest but shall
decrease the number of shares under such Options or Stock Purchase Rights that were to vest or, with respect to Stock Purchase Rights, that were
to have the repurchase option lapse, in each remaining vesting period pro rata based on the total number of shares under such Options or Stock
Repurchase Rights that were accelerated or, with respect to Stock Repurchase Rights, that had the repurchase option lapse.
(iv) With respect to executive officers (officers having the title of Vice President and more senior officers, in each case who report to the
Company's Chief Executive Officer), if such executive officer is terminated by the acquiring entity for reasons other than for Cause or by such
executive officer by reason of an Involuntary Termination within twelve (12) months after the consummation of a Change of Control, the
exercisability of each outstanding Option or, with respect to Stock Purchase Rights, the lapsing of a repurchase option held by such executive
officer shall be accelerated completely so that, in addition to the automatic acceleration provided pursuant to clause (ii) above, an additional
twenty-five percent (25%) of the number of Shares covered by such Option or Stock Purchase Right, in each case that are remaining unvested as
of the date of termination, shall become vested.
(v) The Administrator shall have the authority, in the Administrator's sole discretion, to provide for the automatic acceleration of any
outstanding Option or, with respect to Stock Purchase Rights, the lapsing of a repurchase option, upon the occurrence of a Change of Control.
(vi) For purposes of this Section 14(c), an Option or Stock Purchase Right shall be considered assumed, without limitation, if, at the time
of issuance of the stock or other consideration upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Option
or Stock Purchase Right would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount
of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been,
immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the award at such time (after giving
effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for in this Section 14); provided
that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the
consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the
Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction.
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