EMC 2011 Annual Report Download - page 134

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second sentence of Section 6.1 (treating all references in subsections (A) through (F) below (but not including subsection (G) below) to a "Change in Control"
as references to a "Potential Change in Control"), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of
any act or failure to act described in subsection (A), (B), (C), (D), (E) or (G) below, such act or failure to act is corrected prior to the Date of Termination
specified in the Notice of Termination given in respect thereof:
(A) an adverse change in the Executive's role or position(s) as an officer of the Company as in effect immediately prior to the Change in
Control, including, without limitation, any adverse change in the Executive's role or position as a result of a diminution of the Executive's duties
or responsibilities (other than, if applicable, any such change directly and solely attributable to the fact that the Company is no longer publicly
owned) or the assignment to the Executive of any duties or responsibilities which are inconsistent with such role or position(s), or any removal of
the Executive from, or any failure to reappoint or reelect the Executive to, such position(s);
(B) a reduction in the Executive's Base Salary;
(C) the failure by the Company or any subsidiary of the Company to continue in effect any Plan in which the Executive is participating at
the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the
normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or
the failure to act, by the Company which would adversely affect the Executive's continued participation in any of such Plans on at least as
favorable a basis to the Executive as is the case on the date of the Change in Control or which would materially reduce the Executive's benefits in
the future under any of such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;
(D) the Company requiring the Executive to be based at an office that is greater than 50 miles from where the Executive's office is located
immediately prior to the Change in Control except for required travel on the Company's business to an extent substantially consistent with the
business travel obligations which the Executive undertook on behalf of the Company prior to the Change in Control;
(E) any unreasonable refusal by the Company to continue to allow the Executive to attend to matters or engage in activities not directly
related to the business of the Company which, prior to the Change in Control, the Executive was permitted by the Board to attend to or engage in;
(F) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 7.1; for purposes of this Agreement, no such purported termination shall be effective; or
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