EMC 2011 Annual Report Download - page 132

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which the Board believes that the Executive has not substantially performed such duties or responsibilities; (ii) the conviction of the Executive by a court of
competent jurisdiction for felony criminal conduct; or (iii) the willful engaging by the Executive in fraud or dishonesty which is demonstrably and materially
injurious to the Company or its reputation, monetarily or otherwise. No act, or failure to act, on the Executive's part shall be deemed "willful" unless
committed or omitted by the Executive in bad faith and without reasonable belief that the Executive's act or failure to act was in, or not opposed to, the best
interest of the Company. It is also expressly understood that the Executive's attention to matters not directly related to the business of the Company shall not
provide a basis for termination for Cause so long as the Board has approved the Executive's engagement in such activities.
16.8 A "Change in Control" shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have
occurred:
(A) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either
the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 16.8(C)(i);
(B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the
date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at
least two-thirds (2/3) of the directors then in office who either were directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended;
(C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or
any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company
or its Affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or
(D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an
agreement for the
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