EMC 2010 Annual Report Download - page 117

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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 reason whatsoever. Subject to Section 8.1, the
Company from time to time may, by amendment to the Plan, suspend the Plan or discontinue provisions thereof. The Company may terminate the Plan at any
time by an instrument in writing which has been executed on its behalf by the Administrator or by vote of the Board. No distributions will be made solely
because the Company terminates the Plan. Payments will continue to be made after the Plan's termination in accordance with Article 6.
8.3 Existing Rights. No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts credited to
his or her Account as of the date of such amendment or termination (subject to future adjustments as a result of investment measurements).
8.4. Assignment. The rights and obligations of the Company shall inure to the benefit of and shall be binding upon its successors and assigns.
Article 9. MISCELLANEOUS
9.1. Grantor Trust. The Company may establish a trust of which the Company is treated as the owner under Subpart E of Subchapter J, Chapter 1 of
the Code (a "grantor trust"), and may deposit with the trustee of the grantor trust an amount of cash or marketable securities sufficient to cause the fair market
value of the assets held in the grantor trust to be not less than the sum of the Account balances under the Plan. Notwithstanding the foregoing, nothing in this
Plan will be construed to create a trust or to obligate the Company, any of its Subsidiaries or any other person or entity to segregate a fund, purchase an
insurance contract, or in any other way currently to fund the future payment of any distributions or payments hereunder, nor will anything herein be construed
to give any employee or any other person any right to any specific assets of the Company, any of its Subsidiaries or of any other person or entity. Any
distributions or payments which become payable hereunder that are not paid out of the grantor trust shall be paid from the general assets of the Company.
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