EMC 2011 Annual Report Download - page 118

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(b) Appeals. Within one hundred eighty (180) days after the date on which a person receives a written notice of a denied claim (or, if applicable,
within one hundred eighty (180) days after the date on which such denial is considered to have occurred) such person (or his or her duly authorized
representative) may file a written request with the Administrator for a review of his or her denied claim. The Administrator will notify such person of its
decision on review in writing. The decision on review will be made within forty-five (45) days after the request for review is received by the Administrator (or
within ninety (90) days, if special circumstances require an extension of time for processing the request, such as an election by the Administrator to hold a
hearing, and if written notice of such extension and circumstances is given to such person within the initial forty-five (45) day period). If an extension is
necessary due to such person's failure to submit the information necessary to decide the appeal, the notice of extension will specifically describe the required
information and such person will be afforded at least forty-five (45) days to provide the specified information. If such person delivers the requested
information within the time specified, the forty-five (45) day extension of the appeal period will begin after such person has provided that information. If such
person fails to deliver the requested information within the time specified, the Administrator may decide such person's appeal without that information.
Notwithstanding the foregoing, if the decision on review is not made within such forty-five (45) or ninety (90) day period, the claim will be considered
denied.
The Administrator may, in its sole discretion amend or revise this Section 7.3, provided, that the claims procedure for the Plan pursuant to which
persons may claim an interest in the Plan and appeal denials of such claims, as amended or changed, shall meet the minimum standards of Section 503 of
ERISA.
7.4. Indemnification of Administrator. The Company shall indemnify and defend to the fullest extent permitted by law any director, officer or
employee of the Company or its Subsidiaries who serves as the Administrator or as a member of a committee appointed to serve as Administrator, or who
assists the Administrator in carrying out its duties (including any such individual who formerly served in any such capacity) against any and all liabilities,
damages, costs and expenses (including attorneys' fees and amounts paid in settlement of any claims approved in writing by the Company) arising out of or
relating to any act or omission to act in connection with the Plan, if such act or omission is in good faith.
Article 8. AMENDMENT, TERMINATION AND ASSIGNMENT
8.1. Amendments. Prior to a Change of Control, the Company shall have the right to amend the Plan from time to time, subject to Section 8.3, by an
instrument in writing which has been executed on its behalf by the Administrator or by vote of the Board. No amendment to the Plan with respect to any
Participant may be made after a Change of Control without the written consent of such Participant (or beneficiary, if applicable).
8.2. Termination of Plan. The Company currently intends to continue the Plan indefinitely. However, the Plan is voluntary on the part of the Company
and the Company expressly reserves the right to terminate the Plan at any time, subject to Section 8.3, for any
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