2003 Compensation Charter: EMC

The Executive Compensation and Stock Option Committee (the "Committee") is appointed by
the Board of Directors to recommend compensation for non-employee directors, evaluate and set
compensation for the Executive Chairman and Chief Executive Officer, oversee the
compensation program for certain executive officers and monitor all general compensation
The Committee shall be comprised of no fewer than two members. The members of the
Committee shall meet the requirements of the New York Stock Exchange (the "NYSE") and
shall satisfy any other necessary standards of independence under the federal securities and tax
The members of the Committee shall be elected annually to one-year terms by majority vote of
the Board. The Board shall designate one member of the Committee as Chairperson. Vacancies
on the Committee shall be filled by a majority vote of the Board. No member of the Committee
shall be removed except by a majority vote of the Board.
The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of
the Company and this Charter. The Committee may form and delegate authority to
subcommittees (consisting of one or more persons) when appropriate.
The Committee shall have the authority to retain and authorize reasonable funding for
consultants or other third parties to assist it, including with respect to the evaluation of director
or executive officer compensation.
The Committee shall make regular reports to the Board.
The Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend any proposed
changes to the Board for approval.
2. Establish an executive compensation program tied to the strategic and financial
objectives of the Company which will motivate and incentivize executives by tying their
compensation closely to the Company's performance and returns to stockholders.
3. Annually (i) review the selection of peer companies used for compensation analysis and
(ii) review methodologies, competitive practices, best practices and trends.
4. Annually evaluate the appropriate level and form of compensation for board and
committee service by non-employee members of the Board and recommend changes to
the Board when appropriate.
5. Annually review and approve the corporate goals and objectives on which the
Compensation (as defined below) of the Executive Chairman and Chief Executive
Officer is based, evaluate the performance of the Executive Chairman and Chief
Executive Officer in light of these goals and objectives, and set his or her respective
Compensation levels based on this evaluation. In determining the short and long-term
cash and equity incentive components of the Executive Chairman's and Chief Executive
Officer's Compensation, the Committee shall consider the Company's performance and
stockholder return, the value of similar incentive awards to officers in positions similar to
executive chairman and to chief executive officers at comparable companies and the
awards given to the Company's Executive Chairman and Chief Executive Officer in past
years. Compensation includes base salary, bonus, equity incentives, executive
supplementary benefits and retirement benefits, perquisites and other personal benefits.
6. Oversee the Compensation of certain executive officers.
7. Monitor all general compensation programs, including equity incentives and benefit
programs, applicable to the Company's employees.
8. Oversee regulatory compliance with respect to compensation matters, including
overseeing the Company's policies on structuring compensation programs to preserve tax
deductibility, and, as and when required, establishing performance goals and certifying
that performance goals have been attained for purposes of Section 162(m) of the Internal
Revenue Code.
9. Advise as appropriate on any offer letters or severance or termination arrangements to be
made with an executive officer of the Company.
10. Annually review the Company's equity-based plans, recommend that the Board amend
these plans if the Committee deems it appropriate and make recommendations to the
Board regarding the terms and number of shares of new equity plans.
11. Approve all transactions under the Company's stock option plans.
12. Administer and interpret the provisions of the Company's stock option, stock purchase,
deferred equity compensation and other plans and, to the extent previously delegated to
the Committee by the Board, handle all other matters relating to the plans, including the
approval of all amendments thereto.
13. Prepare the report required to be prepared by the Committee pursuant to the rules of the
Securities and Exchange Commission for inclusion in the Company's annual proxy
14. Prepare and review with the Board an annual performance evaluation of the Committee.
15. Fulfill such other duties and responsibilities as may be assigned to the Committee, from
time to time, by the Board or the Executive Chairman of the Board, or as may be required
by law or regulation.
Rev: 3/20/03