X0202 4 2005-12-05 0000790070 EMC CORP EMC 0001189196 TEUBER WILLIAM J JR EMC CORPORATION 176 SOUTH STREET HOPKINTON MA 01748 0 1 0 0 EVP & Chief Financial Officer Common Stock 2005-12-05 4 A 0 150000 0 A 575469 D Common Stock 2005-12-05 4 A 0 375000 0 A 950469 D Shares of restricted stock granted under the EMC Corporation 2003 Stock Plan. These shares will vest fully five years from the grant date, but may vest ratably over three years if certain performance targets approved by the Board of Directors or the Compensation Committee (the "Committee") are met at specified times prior to such date. Performance shares granted under the EMC Corporation 2003 Stock Plan. 300,000 of these performance shares are referred to as Target Shares, and 75,000 of these performance shares are referred to as Overachievement Shares. The performance shares will vest in the event that a three-year cumulative earnings per share target (the "EPS Goal") approved by the Committee has been met. The Committee expects to determine whether the EPS Goal has been met or exceeded, in full or in part, in January 2009. If earnings per share equal or exceed (i) 90.9% of the EPS Goal, 50% of the Target Shares will vest, (ii) 94.2% of the EPS Goal, 75% of the Target Shares will vest or (iii) 100% of the EPS Goal, 100% of the Target Shares will vest. If earnings per share equal or exceed 106% of the EPS Goal and the holder is continuously employed by EMC through a specified date in January 2010, the Overachievement Shares will also vest. If the targets and conditions set forth above are not achieved, the performance shares will be forfeited. /s/ Heide J. Mabee, Attorney In Fact 2005-12-07