exv10w4



 





Exhibit 10.4



	 	 	 	 	 
	Grant

Date
	 	Grant

Number
	 	Shares Granted







Participant:

Employee ID Number:



[Form of]




EMC CORPORATION

2003 Stock Plan

Restricted Stock Agreement






	1.	 	Grant of Restricted Stock
	 
	 	 	EMC Corporation, a Massachusetts corporation (the “Company”), hereby
grants to you (the “Participant”), on the grant date referenced above (the
“Grant Date”), a restricted stock award (the “Award”) with respect to the
number of shares of the Company’s common stock referenced under “Shares
Granted” above (the “Shares”). The Award is made pursuant to and is
subject to the provisions of this Restricted Stock Agreement and the
Company’s 2003 Stock Plan, as amended from time to time (the “Plan”).
Capitalized terms used but not defined in this Restricted Stock Agreement
shall have the meanings ascribed to them in the Plan. You must sign and
accept this Restricted Stock Agreement, without amendment, and return it
within thirty (30) days of the Grant Date to [
                                        ], Stock Option
Administrator – EMC Corporation – 176 South Street, Hopkinton, MA 01748.
If you fail to do so, this Award shall be cancelled and terminated
effective as of the Grant Date.
	 
	2.	 	Shares
	 
	 	 	The Participant’s rights to the Shares are subject to the restrictions
described in this Restricted Stock Agreement and the Plan, in addition to
such restrictions, if any, as may be imposed by law.
	 
	3.	 	Transfer and Forfeiture Restrictions
	 
	 	 	The Shares are subject to certain restrictions on transfer and forfeiture,
as described below. These restrictions are referred to in this Restricted
Stock Agreement as the “Transfer and Forfeiture Restrictions.” The
Transfer and Forfeiture Restrictions lapse with respect to Shares as set
forth in Section 4 below and the applicable provisions of the Plan.
Shares no longer subject to the Transfer and Forfeiture Restrictions are
referred to in this Restricted Stock Agreement as “Vested Shares” and
Shares subject to the restrictions are referred to in this Restricted
Stock Agreement as “Unvested Shares.”





	 	(a)	 	No Unvested Shares may be sold, assigned, transferred, pledged
or otherwise disposed of except as provided in this Restricted Stock
Agreement and in the Plan. Any attempt to dispose of any Shares in
contravention of this Restricted Stock Agreement or the Plan shall be
null and void and without effect.
	 	(b)	 	In the event that the Participant’s Service Relationship
terminates for any reason then, except as otherwise provided in the
Plan or this Restricted Stock Agreement with respect to termination
by reason of death, Disability or Retirement, all Unvested Shares
shall be automatically and immediately forfeited and returned to the
Company. The Participant hereby (i) appoints the Company as the
attorney-in-fact of the Participant to take such actions as may be
necessary or appropriate to effectuate a transfer of the record
ownership of any such Shares that are forfeited hereunder, (ii)
agrees to deliver to the Company, as a precondition to the issuance
of any certificate or certificates with respect to Shares hereunder,
one or more stock powers, endorsed in blank, with respect to the
Shares, and (iii) agrees to sign such other powers and take such
other actions as the Company may reasonably request to accomplish the
transfer or forfeiture of any Shares that are forfeited hereunder.







	4.	 	Lapse of the Transfer and Forfeiture Restrictions
	 
	 	 	The Transfer and Forfeiture Restrictions shall lapse in accordance with
this Section 4 and the applicable provisions of the Plan as follows:





 









 






Note: the Transfer and Forfeiture Restrictions generally will lapse on
certain specified dates determined by the Committee; for certain Awards,
in certain circumstances, the Transfer and Forfeiture Restrictions will
lapse upon the achievement of certain goals determined by the Committee.
See (a) below for examples of vesting terms. With each example, there may
be multiple vesting dates, goals and portions of Shares subject to
vesting.




	 	[(a) 	 	 On [date], the Transfer and Forfeiture Restrictions with
respect to [                 ] of the Shares shall lapse and all such Shares
shall constitute Vested Shares.] [May have multiple vesting dates
and portions of Shares subject to vesting]
	 	[(a)	 	 If [goal] is achieved by [date], then upon the Committee’s
determination in accordance with Section 4(b) below, the Transfer and
Forfeiture Restrictions with respect to [                 ] of the Shares
shall lapse and such Shares shall constitute Vested Shares.] [May
have multiple goals and portions of Shares subject to vesting]
	 	[(a)	 	 On [date] (the “Cliff Vesting Date”), the Transfer and
Forfeiture Restrictions with respect to any and all Shares that have
not lapsed earlier pursuant to this Section 4(a)(i) shall lapse and
all such Shares shall constitute Vested Shares.





(i) The Transfer and Forfeiture Restrictions with respect to the
Shares shall lapse and the Shares shall become Vested Shares prior
to the Cliff Vesting Date as follows:





	 	•	 	If [goal] is achieved by [date], then upon
the Committee’s determination in accordance with Section
4(b) below, the Transfer and Forfeiture Restrictions with
respect to [                 ] of the Shares shall lapse and such
Shares shall constitute Vested Shares.] [May have multiple
goals and portions of Shares subject to vesting]








	 	(b)	 	All determinations regarding [the achievement of any goals and]
the lapse of the Transfer and Forfeiture Restrictions on any Shares,
shall be made by the Committee, in its sole discretion. None of the
Transfer and Forfeiture Restrictions shall lapse with respect to any
Shares in accordance with Section 4(a) above, unless the Committee,
in its sole discretion, shall so determine.
	 	(c)	 	Except as otherwise provided in the Plan or this Restricted
Stock Agreement with respect to termination of the Participant’s
Service Relationship by reason of death, Disability or Retirement,
none of the Transfer and Forfeiture Restrictions shall lapse with
respect to any Shares on any date specified above unless the
Participant’s Service Relationship is then in effect.








	5.	 	Termination of Participant’s Service Relationship by Reason of Retirement
	 
	 	 	In the event that (a) the Participant’s Service Relationship terminates by
reason of Retirement, (b) the Participant has previously given written
notice of his or her decision to retire from the Company and proposed date
of Retirement to each of his or her immediate manager and the Senior Vice
President, Human Resources, at least six (6) months prior to such date of
Retirement (or such shorter period as may be agreed upon in writing by his
or her immediate manager and the Senior Vice President, Human Resources),
[and (c) the date of termination occurs after [date] and/or the [goal] has
been achieved]], then this Award shall be treated in the manner set forth
in Section 6.6.3 of the Plan. In the event that the Participant’s Service
Relationship terminates by reason of Retirement and neither the conditions
set forth in (b) nor (c) are met, then this Award shall be treated in the
manner set forth in Section 6.6.4 of the Plan.
	 	 	Note: the Committee may require one or more conditions set forth in (c) be
met in order for this Award to be treated in the manner set forth in
Section 6.6.3 of the Plan upon the Participant’s Retirement. See (c)
above for examples of such conditions.
	 
	6.	 	Stock Certificates
	 
	 	 	In its sole discretion, the Company may require that any certificates
representing Unvested Shares be held by the Company. Any such
certificates shall contain a legend substantially in the following form:




THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) OF THE EMC CORPORATION 2003 STOCK PLAN, AS
AMENDED, AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND EMC CORPORATION. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF EMC CORPORATION.



 









 






If any Unvested Shares are held in book-entry form, the Company may take
such steps as it deems necessary or appropriate to record and manifest the
restrictions applicable to such Shares, including the provision of stop
transfer instructions to the depository.





Following the lapse of the Transfer and Forfeiture Restrictions with
respect to any Shares, the Company shall either cause a certificate or
certificates representing such Vested Shares, without the aforesaid
legend, to be issued and delivered to the Participant or the Participant’s
account to be credited with such Vested Shares.





	7.	 	Rights as a Stockholder
	 
	 	 	The Participant shall be entitled to (a) receive any and all dividends or
other distributions paid with respect to the Shares, whether Vested or
Unvested Shares, of which he or she is the record owner on the record date
for such dividend or other distribution, and (b) vote any Shares, whether
Vested or Unvested Shares, of which he or she is the record owner on the
record date for such vote; provided, however, that any property (other
than cash) distributed with respect to a Share (the “associated share”)
acquired hereunder, including without limitation a distribution of the
Company’s common stock by reason of a stock dividend, stock split or
otherwise, or a distribution of other securities with respect to an
associated share, shall be subject to the restrictions of this Restricted
Stock Agreement in the same manner and for so long as the associated share
remains subject to such restrictions, and shall be promptly forfeited if
and when the associated share is so forfeited; and further provided, that
the Committee may require that any cash distribution with respect to the
Shares other than a normal cash dividend be placed in escrow or otherwise
made subject to such restrictions as the Committee deems appropriate to
carry out the intent of this Restricted Stock Agreement and the Plan.
References in this Restricted Stock Agreement to the Shares shall include
any such restricted amounts.
	 
	8.	 	Taxes
	 
	 	 	The Participant acknowledges and agrees that he or she is solely
responsible for any and all taxes that may be assessed by any taxing
authority in the United States or any other jurisdiction arising in any
way out of the Award or the Shares and that neither the Company nor any
Company subsidiary is liable for any such assessments. The grant of the
Award and the vesting of the Shares, and the payment of dividends with
respect to the Shares, may give rise to taxable income subject to
withholding. The Participant expressly acknowledges and agrees that his
or her rights hereunder are subject to the Participant promptly paying to
the Company in cash (or by such other means as may be acceptable to the
Company in its discretion, including, if the Company so determines, by the
delivery of previously acquired shares of the Company’s common stock held
for at least six months or Shares acquired hereunder or by the withholding
of amounts from any payment hereunder) all taxes required to be withheld
in connection with such grant, vesting or payment. Notwithstanding the
foregoing, if the Committee determines that under applicable law and
regulations the Company or any Company subsidiary could be liable for the
withholding of any income or social taxes with respect to the foregoing,
the Company may withhold Shares to be delivered to the Participant unless
the Participant gives such security as the Committee deems adequate to
meet the potential liability of the Company or such Company subsidiary for
the withholding of tax and agrees to augment such security from time to
time in an amount reasonably determined by the Committee to preserve the
adequacy of such security.
	 
	9.	 	Section 83(b) Election
	 
	 	 	The Participant acknowledges and agrees that he or she is aware of and
understands the tax consequences to him or her of the Award. Without
limiting the foregoing, the Participant acknowledges and agrees that he or
she has been advised to confer promptly with a professional tax advisor to
consider whether the Participant should make a so-called “83(b) election”
with respect to the Shares. Any such election, to be effective, must be
made in accordance with applicable regulations and within thirty (30) days
following the Grant Date. The Participant acknowledges and agrees that
the Company has made no recommendation to the Participant with respect to
the advisability of making such an election.
	 
	10.	 	Non-transferability of Award
	 
	 	 	The Award is not transferable by the Participant except by will or the
laws of descent and distribution.
	 
	11.	 	Provisions of the Plan
	 
	 	 	This Restricted Stock Agreement and the Award are subject to the
provisions of the Plan, a copy of which has been furnished to the
Participant herewith.
	 
	12.	 	Entire Agreement





 









 






This Restricted Stock Agreement (including the documents referred to
herein) constitutes the entire agreement with respect to the Award and
supersedes all prior agreements and understandings, whether oral or
written, between the Participant and the Company with respect to the
foregoing.



Acceptance, Acknowledgment and Receipt



By accepting this Restricted Stock Agreement, I, the Participant, hereby:




	 	•	 	accept and acknowledge receipt of the Award granted on the Grant
Date, which has been issued to me under the terms and conditions of the
Plan;
	 	•	 	acknowledge and confirm my consent to the collection, use and
transfer, in electronic or other form, of personal information about me,
including, without limitation, my name, home address and telephone
number, date of birth, social security number or other identification
number, and details of all my stock awards and shares held and
transactions related thereto, by the Company and its subsidiaries,
affiliates and agents for the purpose of implementing, administrating
and managing my participation in the Company’s stock plans, and further
understand and agree that my personal information may be transferred to
third parties assisting in the implementation, administration and
management of the Company’s stock plans, that any recipient may be
located in my country or elsewhere, and that such recipient’s country
may have different data privacy laws and protections than my country;
	 	•	 	acknowledge receipt of a copy of the Plan and the related Plan
Description and agree to be bound by the terms and conditions of this
Restricted Stock Agreement and the Plan (including, but not limited to,
Section 6.7 – Cancellation and Rescission of Awards), as amended from
time to time;
	 	•	 	understand that neither the Plan nor this Restricted Stock Agreement
gives me any right to any Service Relationship with the Company or any
Company subsidiary, as the case may be, and that the Award is not part
of my normal or expected compensation; and
	 	•	 	understand and acknowledge that the grant of the Award is expressly
conditioned on my adherence to, and agreement to the terms of, the Key
Employment Agreement with the Company.