EMC 2011 Annual Report Download - page 106

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2.4. "Change of Control" means any of the following: (a) a change in the ownership of the Company, (b) a change in the effective control of the
Company, or (c) a change in the ownership of a substantial portion of the assets of the Company, each as defined under Code section 409A(a)(2)(A)(v).
2.5. "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes
reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces the section or subsection.
2.6. "Company" means EMC Corporation, a corporation formed under the laws of The Commonwealth of Massachusetts.
2.7. "Company Credit" means any amount credited by the Company to a Participant under Section 4.2.
2.8. "Company Credit Subaccount" means the subaccount within a Participant's Account to which Company Credits and allocable earnings credits, if
any, are credited.
2.9. "Company Credit Eligible Employee" means an employee of the Company or any of its Subsidiaries selected by the Administrator as eligible for
Company Credits under Section 4.2 from among the group of highly compensated or managerial employees of the Company or any of its Subsidiaries.
2.10. "Company Stock" means the Company's common stock, par value $.01 per share.
2.11. "Compensation" means base salary, any cash bonuses (including Performance-Based Bonuses), cash commissions and restricted stock units
("RSUs") payable from time to time by the Company or any of its Subsidiaries to a Participant. For each Participant, however, the Administrator in its sole
discretion may: (1) determine which specific types of Compensation may be deferred under the Plan by the Participant; or (2) amend this Section 2.11 to
cover other types of compensation payable from time to time by the Company or any of its Subsidiaries to a Participant. Compensation does not include
amounts paid to Participants for services performed outside the United States from a non-U.S. payroll due to a transfer of the Participant for business reasons.
2.12. "Disabled" or "Disability" means any condition or conditions that (i) meet the definition of those terms under the EMC Corporation Long-Term
Disability Basic Plan, and (ii) render a Participant unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or to last for a continuous period of not less than twelve (12) months.
2