EMC 2010 Annual Report Download - page 170

Attachment A
Provisions Applicable to Award Recipients
Resident in California
Until such time as any security of the Company becomes a Listed Security and if required by Applicable Laws, the following additional terms shall
apply to Options and Stock Purchase Rights, and Shares issued upon exercise of such awards, granted under the Amended and Restated 2001 Stock Plan (the
"Plan") to persons resident in California as of the grant date of any such award (each such person, a "California Recipient"):
1. In the case of an Option, whether an Incentive Stock Option or a Nonqualified Stock Option, that is granted to a California Recipient who, at the time
of the grant of such Option, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value on the grant date.
2. In the case of a Nonqualified Stock Option that is granted to any other California Recipient, the per Share exercise price shall be no less than 85% of
the Fair Market Value per Share on the grant date.
3. In the case of a Stock Purchase Right granted to a California Recipient, the purchase price applicable to stock purchased under such Stock Award
shall not be less than 85% of the Fair Market Value of the Shares as of the Grant Date, or, in the case of a person owning stock representing more than 10% of
the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the price shall not be less than 100% of the Fair Market
Value of the Shares as of the grant date.
4. With respect to an Option or Stock Purchase Right issued to any California Recipient who is not an Officer, Director or Consultant, such Option or
Stock Purchase Right shall become exercisable, or any repurchase option in favor of the Company shall lapse, at the rate of at least 20% per year over five
years from the grant date.
5. The following rules shall apply to an Option issued to any California Recipient or to stock issued to a California Recipient upon exercise of a Stock
Purchase Right, in the event of termination of the California Recipient's employment or services with the Company:
(a) If such termination was for reasons other than death or disability, the California Recipient shall have at least 30 days after the date of such
termination (but in no event later than the expiration of the term of such Option established by the Plan Administrator as of the grant date) to exercise
such Option.
(b) If such termination was on account of the death or disability of the California Recipient, the holder of the Option may, but only within six
months from the date of such termination (but in no event later than the expiration date of the term of such Option established by the Plan Administrator
as of the grant date), exercise the Option to the extent the California Recipient was otherwise entitled to exercise it at the date of such termination. To
the extent that the California Recipient was not entitled to exercise the Option at the date of termination, or if the holder does not exercise such Option
to the extent so entitled within six months from the date of termination, the Option shall terminate and the Common Stock underlying the unexercised
portion of the Option shall revert to the Plan.