EMC 2011 Annual Report Download - page 130

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claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and
shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's
claim has been denied.
14.2 Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston,
Massachusetts in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth
in this Agreement shall apply. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Notwithstanding any provision of this
Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during
the pendency of any dispute or controversy arising under or in connection with this Agreement.
14.3 It is the intention of the Company and the Executive that this Agreement not result in taxation of the Executive under Section 409A of the
Code and the regulations and guidance promulgated thereunder and that the Agreement shall be construed in accordance with such intention. Without limiting
the generality of the foregoing, the Company and the Executive agree as follows:
(A) Notwithstanding anything to the contrary herein, if the Executive is a "specified employee" (within the meaning of Section 409A(a)(2)
(B)(i) of the Code) with respect to the Company, any amounts (or benefits) otherwise payable to or in respect of the Executive under this
Agreement pursuant to the Executive's termination of employment with the Company shall be delayed, to the extent required so that taxes are not
imposed on the Executive pursuant to Section 409A of the Code, and shall be paid upon the earliest date permitted by Section 409A(a)(2) of the
Code;
(B) For purposes of this Agreement, the Executive's employment with the Company will not be treated as terminated unless and until such
termination of employment constitutes a "separation from service" for purposes of Section 409A of the Code;
(C) To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder
(1) reimbursements to the Executive as a result of the operation of Section 6.1(B), or Section 6.4 hereof shall be made not later than the end of the
calendar year following the year in which the reimbursable expense is incurred and shall otherwise be made in a manner that complies with the
requirements of Treasury Regulation Section 1.409A-3(i)(l)(iv), (2) if Executive is a "specified employee" (within the meaning of
Section 409A(a)(2)(B)(i) of the Code), any reimbursements to the Executive as a result of the operation of such sections with respect to a
reimbursable event within the first six months following the Date of Termination which are required to be delayed pursuant to Section 14.3(A)
shall be made as soon as practicable following the date which is six months and one day following the Date of Termination (subject to clause
(1) of this sentence); and
9