EXHIBIT 10.2
EMC CORPORATION
1992 EMC CORPORATION STOCK OPTION PLAN FOR DIRECTORS,
as amended January 17, 2001
1. PURPOSE
--------
The purpose of this 1992 Stock Option Plan for Directors (the "Plan") is to
advance the interests of EMC Corporation (the "Company") by enhancing the
ability of the Company to attract and retain directors who are in a position to
make significant contributions to the success of the Company and to reward
directors for such contributions through ownership of shares of the Company's
Common Stock (the "Stock").
2. ADMINISTRATION
---------------
The Plan shall be administered by the Board of Directors (the "Board") of
the Company and the Executive Compensation and Stock Option Committee (the
"Committee") of the Board, as set forth herein. The Board and the Committee
shall each have authority, not inconsistent with the express provisions of the
Plan to grant options in accordance with the Plan to such directors as are
eligible to receive options. The Committee shall in addition have authority, not
inconsistent with the express provisions of the Plan, (a) to prescribe the form
or forms of instruments evidencing options and any other instruments required
under the Plan and to change such forms from time to time; (b) to adopt, amend
and rescind rules and regulations for the administration of the Plan; and (c) to
interpret the Plan and decide any questions and settle all controversies and
disputes that may arise in connection with the Plan. Such determinations of the
Committee or the Board, as the case may be, shall be conclusive and shall bind
all parties. Subject to Section 7, the Committee shall also have the authority,
both generally and in particular instances, to waive compliance by a director
with any obligation to be performed by him or her under an option and to waive
any condition or provision of an option. Notwithstanding the preceding two
sentences, any change to the terms of an option granted hereunder shall be
approved by the Board to the extent such change would be deemed to be a new
option grant or such terms relate to a subsequent transaction that would not be
exempt from Section 16(b) of the Securities Exchange Act of 1934 in the absence
of such approval.
3. EFFECTIVE DATE AND TERM OF PLAN
--------------------------------
The Plan shall become effective on the date on which the Plan is approved
by the stockholders of the Company. No option shall be granted under the Plan
after the completion of ten years from the date on which the Plan was adopted by
the Board, but options granted may extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
--------------------------
(a) NUMBER OF SHARES. Subject to adjustment as provided in Section 4(c),
the aggregate number of shares of Stock that may be delivered upon the exercise
of options granted under the Plan shall be 14,400,000. If any option granted
under the Plan terminates without having been exercised in full, the number of
shares of Stock as to which such option was not exercised shall be available for
future grants within the limits set forth in this Section 4(a).
(b) SHARES TO BE DELIVERED. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Stock shall be delivered under the Plan.
Page 1 of 4
(c) CHANGES IN STOCK. In the event of a stock dividend, stock split or
other change in corporate structure or capitalization affecting the Stock, the
number and kind of shares of stock or securities of the Company to be subject to
options then outstanding or to be granted under the Plan, and the option price,
and other relevant provisions shall be appropriately adjusted by the Committee,
whose determination shall be binding on all persons.
5. ELIGIBILITY FOR OPTIONS
-----------------------
Directors eligible to receive options under the Plan ("Eligible Directors")
shall be those directors who (i) are not employees of the Company; and (ii) are
not holders of more than 5% of the outstanding shares of the Stock or persons in
control of such holders.
6. TERMS AND CONDITIONS OF OPTIONS
-------------------------------
(a) FORMULA OPTIONS. Eligible Directors who are directors on the date of
stockholder approval of the Plan shall be awarded options to purchase up to
40,000 shares of Stock. Following stockholder approval of the plan, each newly
elected Eligible Director shall be awarded options to purchase up to 40,000
shares of Stock on the date of his or her first election.
(b) DISCRETIONARY OPTIONS. In addition to the formula options provided for
above, the Committee or the Board may award options to purchase shares of Stock
to Eligible Directors on such terms as it may determine not inconsistent with
this Plan.
(c) Exercise Price. The exercise price of each option shall be not less
than 50% of the fair market value per share of the Stock at the time of the
grant. "Fair market value" shall mean (i) the composite closing price per share
of the Stock on the principal national securities exchange or market on which
the Stock is then traded or (ii) if the Stock is not then traded on any such
exchange or market, the fair market value as determined from time to time in
good faith by the Board or, where appropriate, by the Committee, taking into
account all information which the Board, or the Committee, considers relevant.
(d) DURATION OF OPTIONS. The latest date on which an option may be
exercised (the "Final Exercise Date") shall be the date which is ten years from
the date the option was granted.
(e) EXERCISE OF OPTIONS.
(1) Each formula option shall become exercisable in increments of 331/3% of
the shares covered thereby on each of the first through third anniversaries of
the grant. Each discretionary option shall become exercisable at such time or
times as the Committee or the Board shall determine.
(2) Any exercise of an option shall be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (a) an option
exercise notice and any other documents required by the Committee; and (b)
payment in full for the number of shares for which the option is exercised.
(3) If any option is exercised by the executor or administrator of a
deceased director, or by the person or persons to whom the option has been
transferred by the director's will or the applicable laws of descent and
distribution, the Company shall be under no obligation to deliver Stock pursuant
to such exercise until the Company is satisfied as to the authority of the
person or persons exercising the option.
(4) The Company shall have the right to settle any option, and to terminate
the rights of the holder thereof, by paying to the option holder the difference
between the fair market value of the Stock at the time of settlement and the
purchase price.
Page 2 of 4
(f) PAYMENT FOR AND DELIVERY OF STOCK. Stock purchased under the Plan shall
be paid for as follows: (i) in cash or by certified check, bank draft or money
order payable to the order of the Company; (ii) through the delivery of shares
of Stock having a fair market value on the last business day preceding the date
of exercise equal to the purchase price; or (iii) by a combination of cash and
Stock as provided in clauses (i) and (ii) above.
An option holder shall not have the rights of a stockholder with regard to
awards under the Plan except as to Stock actually received by him or her under
the Plan.
The Company shall not be obligated to deliver any shares of Stock (a)
until, in the opinion of the Company's counsel, all applicable Federal and state
laws and regulations have been complied with; and (b) if the outstanding Stock
is at the time listed on any stock exchange, until the shares to be delivered
have been listed or authorized to be listed on such exchange upon official
notice of issuance; and (c) until all other legal matters in connection with the
issuance and delivery of such shares have been approved by the Company's
counsel. If the sale of Stock has not been registered under the Securities Act
of 1933, as amended, the Company may require, as a condition to exercise of the
option, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.
(g) NONTRANSFERABILITY OF OPTIONS/EXCEPTIONS. No option may be transferred
by a director otherwise than by will, by the laws of descent and distribution or
pursuant to a qualified domestic relations order, and during the director's
lifetime the option may be exercised only by him or her; PROVIDED, HOWEVER, that
the Board of Directors or the Committee, as applicable, in its discretion, may
allow for transferability of options by the Participant to "Immediate Family
Members." Immediate Family Members means children, grandchildren, spouse or
common law spouse, siblings or parents of the Participant or to bona fide
trusts, partnerships or other entities controlled by and of which the
beneficiaries are Immediate Family Members of the Participant. Any option grants
that are transferable are further conditioned on the Participant and Immediate
Family Members agreeing to abide by the Company's then current stock option
transfer guidelines.
(h) DEATH. If a director dies at the time he or she is entitled to exercise
an option, then the portion formerly exercisable by the director may be
exercised by the director's executor or administrator, or by the person to whom
the option is transferred under the applicable laws of descent and distribution,
within three years of the death of the director, subject to earlier termination
of an option pursuant to Section 6(d).
(i) OTHER TERMINATION OF STATUS OF DIRECTOR. All previously unexercised
options terminate and are forfeited automatically upon the termination of the
director's service with the Company, unless the Committee or the Board of
Directors specifies otherwise.
(j) MERGERS, ETC. In the event of a dissolution, liquidation, consolidation
or merger in which the Company is not the surviving corporation, or which
results in the acquisition of substantially all of the Company's stock by a
single person or entity or by a group of persons and entities acting in concert
all outstanding options will thereupon terminate, provided at least twenty days
prior to the effective date of any such dissolution, liquidation, consolidation
or merger, the Committee or the Board may either (i) make all outstanding
options immediately exercisable or (ii) arrange to have the surviving
corporation grant replacement options for the option holders.
(k) CANCELLATION AND RESCISSION OF OPTIONS. The following provisions of
this Section 6(k) shall apply to options granted on or after July 1, 1998. The
Committee or the Board of Directors may cancel, rescind, suspend or otherwise
limit or restrict any unexpired option at any time if the director engages in
"Detrimental Activity" (as defined below). Furthermore, in the event a director
engages in Detrimental Activity at any time prior to or during the six months
after any exercise of an option, such exercise may be rescinded until the later
of (i) two years after such exercise or (ii) two years after such Detrimental
Activity. Upon such rescission, the Company at its sole option may require the
director to (i) deliver and transfer to the Company the shares of Common Stock
received by the director upon such exercise, (ii) pay to the Company an amount
equal to any realized gain received by the director from such exercise, or (iii)
pay to the Company an amount equal to the market price (as of the exercise date)
of the Common Stock acquired upon such exercise minus the respective exercise
price. The Company shall be entitled to
Page 3 of 4
set-off any such amount owed to the Company against any amount owed to the
director by the Company. As used in this Section 6(k), "Detrimental Activity"
shall include: (i) the failure to comply with the terms of the Plan or
certificate or agreement evidencing the option; (ii) the failure to comply with
any term set forth in the Company's Key Employee Agreement (irrespective of
whether the director is a party to the Key Employee Agreement), (iii) any
activity that results in termination of the director's employment for cause;
(iv) a violation of any rule, policy, procedure or guideline of the Company; or
(v) the director being convicted of, or entering a guilty plea with respect to a
crime whether or not connected with the Company. Further, if the Company
commences an action against such director (by way of claim or counterclaim and
including declaratory claims), in which it is preliminarily or finally
determined that such director engaged in Detrimental Activity or otherwise
violated this Section 6(k), the director shall reimburse the Company for all
costs and fees incurred in such action, including but not limited to, the
Company's reasonable attorneys' fees.
(l) JURISDICTION AND GOVERNING LAW. The parties submit to the exclusive
jurisdiction and venue of the federal or state courts of the Commonwealth of
Massachusetts, County of Middlesex, to resolve issues that may arise out of or
relate to the Plan or the same subject matter. The Plan shall be governed by the
laws of the Commonwealth of Massachusetts, excluding its conflicts or choice of
law rules or principles that might otherwise refer construction or
interpretation of this Plan to the substantive law of another jurisdiction.
7. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
----------------------------------------------------------------
Neither adoption of the Plan nor the grant of options to a director shall
affect the Company's right to grant to such director or any director options
that are not subject to the Plan, to issue to such directors Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued to directors.
The Committee or the Board may at any time discontinue granting options
under the Plan. The Board may at any time, or times, amend the Plan for the
purpose of satisfying any changes in applicable laws or regulations or for any
other purpose which may at the time be permitted by law, or may at any time
terminate the Plan as to any further grants of options, provided that (except to
the extent expressly required or permitted herein above) no such amendment
shall, without the approval of the stockholders of the Company, (a) increase the
maximum number of shares available under the Plan; (b) increase the number of
options to be granted to Eligible Directors; (c) amend the definition of
Eligible Directors so as to enlarge the group of directors eligible to receive
options under the Plan; (d) reduce the price at which options may be granted
other than as permitted in the Plan; or (e) amend the provisions of this
Section 7.
Page 4 of 4