Dear Employee:
We at EMC fully recognize that our success and achievement as a company depend on your contributions. An important goal of EMC is to establish a working environment which will allow you to find maximum job satisfaction while participating in our highly competitive, technological, and exciting business.
The activities of EMC’s employees result in a body of patentable, trade secret, and confidential information which helps keep EMC on the leading edge of technology in our industry. This information benefits us all since EMC depends on it for its continued growth and success, and its proper use and protection should be of paramount concern to us all.
In consideration of your employment by EMC and in recognition of the fact that as an employee of EMC you have access to confidential information, I ask that you please review and sign the following Key Employee Agreement (the “Agreement”). This Agreement protects the
Company’s legitimate business interests including protecting both the Company and its employees from unfair competition from former employees. This Agreement, when either signed or electronically signed by you, is a binding legal agreement. You are advised to review its terms with your legal advisor before signing it.
In addition to the Agreement, enclosed for your review are: (i) EMC’s current Arbitration Policy, which is incorporated into and made a part of the Agreement; (ii) EMC’s policy on Insider trading, which sets forth your obligations as an EMC employee with regard to the purchase and sale of EMC securities; (iii) EMC’s Anti-Harassment Policy, which reflects EMC’s commitment to maintaining an environment free from harassment; and (iv) EMC’s Information Security and Privacy and Appropriate Use of IT Resources policy, which outlines your responsibilities for protecting and using EMC’s IT assets.
As a condition of your employment with EMC, you will be required to review and acknowledge your understanding of EMC’s Business
Conduct Guidelines. You will also be expected to abide by all other Company policies as they may be amended from time to time.
If you have any questions, either your supervisor or your human resources representative would be happy to discuss them with you. Please keep one copy of the Agreement for your records.
My sincere thanks for your cooperation.
Joseph M. Tucci
Chairman and Chief Executive Officer
EMC Corporation 176 South Street, Hopkinton, Massachusetts 01748-9103 • 508-435-1000 www.EMC.com

In view of the highly competitive nature of the business of EMC
Corporation (together with its subsidiaries, the "Company"), the need of the Company to maintain its competitive position through the protection of its goodwill, trade secrets and confidential and proprietary information, and in consideration for being provided with access to certain trade secrets and/or confidential and proprietary information in conjunction with your employment with the Company, and as a condition of your employment or continued employment with the Company and/or your future assignment by the Company to perform services for any Company customer, you agree as follows:
(e) Acknowledgement of Reasonableness. You acknowledge and agree that the provisions of this Section 1 are reasonable and intended to protect the Company’s trade secrets, confidential and proprietary information, good will developed with the Company’s customers, the cost, time and effort involved in the recruitment, training and retention of personnel, and other legitimate business interests.
(f) California Employees. Section 1(c) of this Agreement is intended to apply to California employees to the fullest extent such restrictive covenant is permitted by law.
. For as long as you are employed by the
Company, you shall devote your full time and efforts to the Company and shall not participate, directly or indirectly, in any capacity, in any business or activity that is in competition with the Company.
. During your employment with the
Company and for a period of twelve (12) months following the effective date of the termination of your employment with the
Company for any reason, you will not (either on your own behalf or on behalf of any person or entity other than the Company) directly or indirectly solicit, or attempt to solicit, the business of any person or entity that is either a customer or a potential customer of the
Company, to which you, directly or indirectly, attempted to or did, sell or provide any product or service on behalf of EMC, or about which you obtained any Confidential Information, during the two (2) year period prior to your last day of active employment with the Company.
In the state of California, section 1(b) shall be substituted with the following language:
(b) Non-Solicitation of Customers (California). During your employment with the Company and for a period of twelve (12) months following the effective date of the termination of your employment with the Company for any reason, you will not (either on your own behalf or on behalf of any person or entity other than the Company) directly or indirectly solicit, or attempt to solicit, the business of any person or entity that is either a customer or a potential customer of the Company, to which you, directly or indirectly, attempted to or did, sell or provide any product or service on behalf of EMC, or about which you obtained Confidential Information, during the two (2) year period prior to your last day of active employment with the Company if the identity of the customer or potential customer is a trade secret under California law.
(c) Restriction on Servicing Company Customers. For a period of twelve (12) months following the effective date of the termination of your employment with the Company for any reason, you will not provide consulting or other IT services (as an employee, contractor, or in any other capacity) of the same or similar type you provided or performed as an employee of the Company to any customer of the
Company for whom you provided services or managed the delivery of services on behalf of the Company during the two (2) year period prior to your last day of active employment with the Company.
(d) Non-Solicitation of Company Employees. During your employment and for the twelve (12) month period following the effective date of the termination of your employment with the Company for any reason, you agree that you will not, either on
You recognize that it is essential to the Company's success that all non-public customer, partner and vendor information is deemed to be confidential and is properly treated as a confidential trade secret.
Therefore, you agree not to use or disclose any such customer, partner or vendor information except as may be necessary in the normal conduct of the Company's business for the specific customer, partner or vendor, and at the end of your employment with the
Company, you will return to the Company any materials containing such information.
You agree that both during your employment with the Company and thereafter you will not use for your own benefit, or for the benefit of any other person or entity, divulge or disclose to anyone, except to persons within the Company whose positions require them to know it, any information not already lawfully available to the public concerning the Company or any information constituting a trade secret ("Confidential Information"). Confidential Information includes, without limitation, any technical data, design, pattern, formula, computer program, source code, object code, algorithm, subroutine, manual, product specification, or plan for a new, revised or existing product; any business, marketing, financial, pricing or other salesrelated data; information regarding the present or future business or products of the Company; any information regarding employees including contact information, employee lists, organizational charts, information concerning particular employee skill sets, technical and business knowledge, and compensation; and any information concerning the particular needs of clients or customers and their buying patterns, price sensitivities, key decision makers (and the contact information for such individuals), product needs, product specifications, request for proposals and the responses thereto.
(a) All Developments the Property of the Company. Except as provided herein, all confidential, proprietary or other trade secret information , copyrights, works of authorship, mask works, trademarks, inventions
(including service inventions), discoveries, designs, formulae, processes, methods, manufacturing techniques, improvements, ideas, copyrightable works, and other intellectual property conceived, invented, created, discovered, developed, or otherwise made by you, alone or with others, whether or not patentable or subject to copyright

protection and whether or not reduced to tangible form or reduced to practice during the period of your employment with the Company
(“Developments”) shall be the sole property of the Company from the moment of their development, conception, invention, creation or discovery. This shall not apply to an invention that you develop entirely on your own time without using Company equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the Company’s business, or to the actual or demonstrably anticipated research or development of the
Company (or, for employees in jurisdictions with a different legal standard, to the fullest extent permitted by law); or (2) result from any work performed by you for the Company.
(b) Duty to Disclose. You agree to disclose all Developments fully and in writing to the Company promptly after development, conception, invention, creation or discovery of the same, and at any time upon request.
(c) Assignment of Rights. You agree to assign, and hereby do assign to the Company all right, title and interest throughout the world in and to all Developments. You agree that all Developments shall constitute
“Works for Hire” (as such are defined under the U.S. Copyright Laws) and hereby assign to the Company all copyrights, patents and other proprietary rights you may have in any Developments without any obligation on the part of the Company to pay royalties or any other consideration to you in respect of such Developments.
(d) Waiver of Rights. You waive any rights that you may have in any
Developments and, to the extent that such waiver is ineffective under applicable law until a Development is developed, conceived, created, invented or discovered, you agree to waive such rights immediately upon the development, conception, creation, invention or discovery of such Development.
(e) Cooperation. You agree that during and after your employment with the Company you will provide all assistance that the Company reasonably requests (without charge, but at no cost to you) to secure or enforce its rights throughout the world with respect to
Developments, including signing all necessary documents to secure or memorialize those rights. If you fail or refuse to sign documents necessary to secure or enforce the Company’s rights, or if the
Company cannot locate you through the exercise of reasonable diligence, you irrevocably appoint the Company or its designee as your attorney to sign such documents in your name.
(f) Pre-existing Developments. For any intellectual property in which you claim an ownership or controlling interest, in whole or in part, that were conceived, invented, created, discovered, developed, or otherwise made or reduced to practice by you, prior to commencing your employment with the Company (“Pre-existing Developments”), to the extent such Pre-existing Developments relate to the Company's actual or anticipated business or research or development or products, you agree to grant and do hereby grant to the Company a release and a non-exclusive, non-transferable (except within the
Company), perpetual, irrevocable, royalty-free, world-wide license to all Pre-existing Developments, except that the foregoing release and license shall not apply to that which you have specifically brought to the Company’s attention and received the Company’s acknowledgement in writing prior to the start of your employment.
During the period that you are providing services or performing any work for a customer on behalf of the Company, and for a period of twelve (12) months thereafter, you agree that you will not solicit the employees of such customer to terminate, alter or modify their employment relationship with the customer.
Upon your last day of active employment, for any reason, from the
Company, you agree to return immediately to the Company all
Company materials, which include but are not limited to all documents in any tangible or electronic form and all property, in your possession, custody or control relating to work done for the Company or relating to the processes and materials of the Company, as well as all materials concerning past, present and future or potential EMC clients, customers, products and/or services. Such materials include, but are not limited to, customer and/or vendor lists, customer and/or vendor prospect material, financial projections, pricing or other salesrelated data, rate structures, all technical materials, presentation materials, and software owned or developed by the Company for any purpose in any form. You also agree to return to the Company all materials provided by customers of the Company and all teaching materials provided by the Company. You also agree to attend an exit interview if so requested by the Company, and to sign an acknowledgment of your obligations under this Agreement.
(a) This Agreement contains the entire agreement between you and the Company with respect to the subject matter hereof, superseding any previous oral or written agreements with the Company or any officer or representative thereof. In the event of any inconsistency between this Agreement and any other contract between you and the
Company, the provisions of this Agreement shall prevail.
(b) Your obligations under this Agreement shall survive the termination of your employment with the Company regardless of the manner of or reasons for such termination, and regardless of whether such termination constitutes a breach of any other agreement you may have with the Company. Your obligations under this Agreement shall be binding upon your heirs, assigns, executors, administrators and representatives, and the provisions of this Agreement shall inure to the benefit of and be binding on the successors and assigns of the
Company.
(c) You agree that the terms of this Agreement are reasonable and properly required for the adequate protection of the Company’s legitimate business interests. You agree that in the event that any of the provisions of this Agreement are determined by a court of competent jurisdiction to be contrary to any applicable statute, law, rule, or policy or for any reason unenforceable as written, then such court may modify any of such provisions so as to permit enforcement thereof to the maximum extent permissible as thus modified. Further, you agree that any finding by a court of competent jurisdiction that any provision of this Agreement is contrary to any applicable statute, law, rule or policy or for any reason unenforceable as written shall have no effect upon any other provisions and all other provisions shall remain in full force and effect.
(d) You agree that any breach of this Agreement will cause immediate and irreparable harm to the Company not compensable by monetary damages and that the Company will be entitled to obtain injunctive relief, in addition to all other relief in any court of competent jurisdiction, to enforce the terms of this Agreement, without having to prove or show any actual damage to the Company.
(e) No failure by the Company to insist upon strict compliance with any of the terms, covenants, or conditions hereof, and no delay or omission by the Company in exercising any right under this
Agreement, will operate as a waiver of such terms, covenants,

conditions or rights. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
(f) You acknowledge that you have received and reviewed the attached Arbitration, Insider Trading, Anti-Harassment and
Information Security and Privacy and Appropriate Use of IT Resources policies, and that you be bound and will abide by such policies and all other Company policies that are issued and amended from time to time by the Company in its discretion.
(g) You agree that this Agreement may be amended or modified only by written agreement of yourself and the Office of the General Counsel
(h) You agree that if the Company commences an action against you, by way of claim or counterclaim and including declaratory claims, in which it is preliminarily or finally determined that you have violated any provision of this Agreement, you will reimburse the Company for all its costs, expenses and reasonable attorneys’ fees incurred in such action. You agree that the exclusive venue for any action seeking declaratory or injunctive relief for violation of this Agreement is in the state and/or federal courts located in Massachusetts, and you consent to personal jurisdiction in such courts.
(i) You agree that tuition costs for which the Company has reimbursed you and tuition advancements which may have already been paid to you will be recovered in full if you voluntarily terminate employment within one year of completion of the respective course(s).
(j) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the doctrine of conflicts of law. This Agreement is executed under seal.
(k) You agree that the Company and its assigns may use your name, your photograph and other reproductions of you during or after your employment in connection with the Company’s business. You acknowledge that the Company will maintain data, including in an electronic form, relating to your employment and you agree that such data may be transferred, including across state and country borders, to any Company location for the Company’s business use.
(l) This Agreement does not create any obligation on the Company or any other person or entity to continue your employment. Your employment is at will, meaning either the Company or you may terminate your employment at any time and for any reason or no reason at all.
(m) You understand and acknowledge that this Agreement is applicable even if you change positions within the Company. The terms of this Agreement shall continue to apply with full force and effect in the event that you: (i) are promoted, demoted, transferred, assigned or otherwise assume one or more positions or functions other than, or in addition to, your position or functions as of the date you originally sign or electronically agree to be bound by this
Agreement, regardless of changes in job title, duties, management or compensation; or (ii) are transferred or assigned to, or otherwise work for, any affiliate, subsidiary or other division or business unit of the
Company.
Agreed and Accepted:
Signature
Name
Date
EMC Corporation
By:
Its: Executive Vice President, Human Resources

POLICY #: LEGAL-115
TITLE: Arbitration Policy
OWNER: Office of the General Counsel
LAST REVIEW: October 2007
This Policy amends the prior arbitration policy and supersedes anything in the Key Employee Agreement which is not consistent with this Policy.
Binding arbitration shall be the sole and exclusive remedy for resolving any individual Legal Dispute (defined below) initiated either by the Company or by an Employee arising out of or relating to an employee's employment by EMC Corporation and/or its affiliates ("EMC" or the "Company"). "Legal
Dispute" includes but is not limited to any individual claim relating to (i) compensation, (ii) the termination of employment, (iii) discrimination, harassment or retaliation including under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefits
Protection Act, and any other federal, state, or local laws, (iv) severance, (v) reinstatement, or (vi) any other employment-related legal claim, and attorneys' fees and costs relating to any of the above; provided, however, that the Employee or the Company may file and pursue litigation in a court proceeding for temporary, preliminary and permanent injunctive relief. Any damage claims related to the subject matter of such litigation will, however, be submitted to arbitration.
A.
Written Notification of Dispute. If the claim is initiated by an Employee, the Employee must notify the Office of the General Counsel in writing of the existence of the Legal Dispute ("Written Notification") within the applicable statute of limitations period or the Employee will be forever barred from bringing a claim. If the claim is initiated by the Company, the Company must similarly notify the Employee at his or her last known address within the applicable statute of limitations period or the claim is similarly barred. The Written Notification must include
(i) a description of the Legal Dispute; and (ii) the remedy sought, including any claimed monetary damages.
B.
Informal Resolution. Both EMC and the Employee shall try in good faith to settle the Legal Dispute within thirty (30) days after the Written
Notification has been received. If the Legal Dispute is not finally resolved within such thirty (30) days, the Legal Dispute shall be submitted to arbitration proceedings within thirty (30) days thereafter. This provision shall not bar an application for injunctive relief prior to the end of such 30-day period.
C.
Written Request for Initiation of Arbitration. The Employee or EMC shall initiate arbitration proceedings by submitting a separate written request for arbitration to the Office of the General Counsel or the Employee, as applicable ("Initiation of Arbitration"). Within thirty (30) days after the Initiation of Arbitration, EMC or the Employee shall file an answering statement (the "Answer") with the other.
D.
Locale of Arbitration. The arbitration will take place in the county which was the employee's principal place of employment at the time the action(s) in question occurred unless the parties agree to another location or forum non conveniens requires a different location.
E.
Selection of Arbitrator. The Legal Dispute shall be heard by one (1) arbitrator chosen by mutual agreement, and only arbitrators who are affiliated with a recognized professional dispute resolution group will be eligible for consideration. However, if the parties fail to timely agree, or at the request of either party, the Legal Dispute shall be heard by a neutral arbitrator chosen according to the procedures found in the then current JAMS Employment Arbitration Rules and Procedures.
F.
Preliminary Conference. Within thirty (30) days after the selection of the arbitrator has been completed, EMC and the Employee and/or their representatives shall participate in a conference call or meeting with the arbitrator to specify the issues to be resolved, and establish a hearing schedule.
G.
Discovery and Conduct of Hearing. The rules governing the procedures for discovery and the conduct of the arbitration hearing shall be those found in the then current JAMS Employment Arbitration Rules and Procedures.
H.
Arbitration Decision. Unless otherwise agreed by the parties in writing, the arbitration decision shall be issued within thirty (30) days after the date of closing of the arbitration hearing. The decision shall be issued in writing, stating the factual and legal bases for the decision. The arbitrator shall apply applicable law and may award any remedy that would be available under the applicable law in a court proceeding, but shall not grant any remedy in excess of that permitted under law. The arbitrator has no authority to establish or change EMC policies or procedures, or alter the at-will employment relationship.
I.
Fees and Expenses. Both EMC and the Employee shall be responsible for the expenses of their own counsel, experts, witnesses and preparation and presentation of evidence. EMC will, at the request of the Employee, pay the arbitrator's fees and EMC will pay any other fees required by applicable law.
J.
Governing Law/Severability. Except when a statutory claim requires application of other law, the Legal Dispute shall be resolved in accordance with the laws of the Commonwealth of Massachusetts. If a court should determine that any provision of this Policy would render the Policy unenforceable, then the court should remove or modify the provision as required and direct the arbitration to proceed.
K.
Confidentiality. The arbitration will be private and confidential, and only the parties, their witnesses (when giving testimony), and their attorneys may attend the hearing. Neither party nor any arbitrator may disclose the existence, content or results of any arbitration hereunder: (i) without the prior written consent of both parties; (ii) if necessary to enforce an arbitral award, or (iii) as required by legal process, and then only after written notice is first given by the disclosing party or arbitrator to the other party such that the other party would have a reasonable opportunity to oppose such disclosure.

POLICY NUMBER: LEGAL-108
TITLE: Insider Trading Policy
OWNER: Office of the General Counsel
LAST REVIEW DATE: November 2011
PURPOSE
During your work at EMC or its subsidiaries (collectively, “EMC”), you may obtain information about EMC and its customers, suppliers or others with whom EMC has an existing or potential business relationship. This information may not yet be generally known to the public and is called “inside” or “non-public” information. This information may affect the price of EMC securities or VMware securities and/or the price of the securities of EMC’s customers, suppliers, vendors, partners or resellers. Trading on this information is a serious offense, punishable by civil and criminal penalties.
SCOPE
Insider trading laws are Federal laws with which we all must comply. To maintain the highest legal and ethical standards and to avoid even the appearance of improper conduct, EMC has adopted the following policy. Every employee and every member of the Board of Directors of EMC MUST follow this policy to protect your interests and EMC’s interests.
POLICY
If any employee or director is aware of material non-public information regarding EMC or VMware, neither that person nor any related person may buy or sell EMC securities or VMware securities, as applicable, or engage in any other action to take advantage of, or pass on to others, that information. Likewise, if any employee or director is aware of material non-public information regarding another company, including any customer, supplier, vendor, partner or reseller of EMC, obtained in the course of working for EMC, neither that person nor any related person may buy or sell securities of that other company or engage in any other action to take advantage of, or pass on to others, that information.
DISCUSSION
“Material Information” is any information that a reasonable investor would consider important in deciding to buy, hold or sell a stock and thus that could reasonably affect the price of the stock.
Examples of material information are: projections of earnings or losses; a proposed merger or acquisition; the status of significant commercial contracts, joint ventures or other strategic relationships; a significant sale of assets or of a subsidiary; changes in dividend policies, a stock split or the offering of additional securities; changes in management; significant new projects; financial liquidity problems; and the gain or loss of a substantial customer or supplier. Either positive or negative information may be material. Please note that certain information may not be material to EMC but may be material to another smaller company, such as a customer, supplier, vendor, partner or reseller of EMC.
When Information is Public. Information is public only when it has been released by a press release or a filing with the Securities and Exchange
Commission (“SEC”) and enough time has passed to permit the market to receive and act on that information. It is EMC’s policy that as a general rule, you should not engage in any transactions until one full trading day has passed after the release of information.

If you are in doubt about whether or not you are aware of material non-public information, you should not trade.
Related Persons. The same restrictions that apply to you apply to your family members who reside with you, anyone else who lives in your household and any family members who do not live in your household but whose transactions in EMC securities or VMware securities are directed by you or are subject to your influence or control. You are responsible for ensuring that these related persons comply with this policy.
Tipping Information to Others. In addition, you must not “tip”, or pass on, directly or indirectly, material non-public information to others, including related persons. Penalties apply whether or not you profit from such tipping.
PENALTIES
For individuals who trade on inside information or tip others, there are civil penalties, including the return of any profit gained or loss avoided and penalties of up to three times this amount; and criminal penalties, including imprisonment. In addition, violation of this policy can result in termination of employment.
Insider trading, in the U.S. and abroad, is vigorously prosecuted. Trading is detected through sophisticated methods used by the SEC and the stock exchanges. The U.S. has agreements with virtually all countries with stock exchanges, providing for reciprocal enforcement.
This policy does not apply to the exercise of vested stock options made in accordance with EMC’s Stock Option Plans. However, the above policy is to be observed with a sale of exercised option shares.
Trades made pursuant to a Rule 10b5-1 trading plan that has been approved by the Office of the General Counsel are allowed under this policy.
This policy applies to transactions in the EMC Stock Fund in the EMC 401(k) Plan and in the EMC Deferred Compensation Retirement Plan. This means that while you are aware of material non-public information, you may maintain your existing contribution rate to the Stock Fund but you may not engage in any transaction in the Stock Fund such as increasing or decreasing your contribution rate or moving funds out of the Stock Fund.
This policy also applies to purchases of EMC securities through the EMC Employee Stock Purchase Plan (“ESPP”). This means that while you are aware of material non-public information, you may not change your election to participate, or increase or decrease your level of participation in the
ESPP. However, your purchases of EMC securities in the ESPP resulting from your periodic payroll contributions to the plan under an election you made at the time of enrollment in the plan are permitted so long as you were unaware of material non-public information at the time you made such election.
“EMC securities” includes EMC Common Stock, $.01 par value, and any other equity or debt security issued by EMC from time to time.
“VMware securities” includes VMware Class A Common Stock, $.01 par value, and any other equity or debt security issued by VMware from time to time.
You are responsible for compliance with this policy and it is therefore imperative that you fully understand this policy and the insider trading laws.
If you have any questions about a specific transaction or about this policy, please contact the Office of the General Counsel.

POLICY #: HR-102
TITLE: Anti-Harassment Policy
OWNER: Corporate Legal Department
LAST REVIEW DATE: January 1, 2012
Purpose
It is the goal of EMC to promote a workplace that is free of sexual harassment, and any other type of discriminatory harassment.
Scope
This policy applies to all EMC Corporation employees worldwide (except where otherwise required by applicable law), including employees of all
EMC divisions and wholly-owned subsidiaries). This policy applies to EMC employees in all work-related settings and activities, whether inside or outside the workplace, and includes business trips and business-related social events. This also applies to the conduct of an EMC employee towards a customer, supplier and contractor. (Notwithstanding the foregoing, in lieu of this policy, HR 108 applies to EMC Canada).
Policy
The Company will not tolerate sexual or other types of harassment, and will take all steps necessary to prevent its occurrence. While this policy sets forth EMC's goals of promoting a workplace that is free from harassment, the policy is not designed or intended to limit EMC's authority to discipline or take remedial action for workplace conduct which EMC deems unacceptable, regardless of whether that conduct satisfies the definition of Harassment.
Prohibition of Sexual Harassment
The Company's policy against sexual harassment prohibits sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when:
1.
submission to or rejection of such conduct is an explicit or implicit term or condition of employment,
2.
the employee's submission to or rejection of such conduct is used as the basis for employment decisions affecting such individual, or
3.
such conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, humiliating or offensive working environment.
While it is not possible to list all those circumstances that may constitute sexual harassment, the following are some examples of conduct which, if unwelcome, may constitute sexual harassment depending upon the totality of the circumstances including the severity of the conduct and its pervasiveness:
 unwelcome sexual advances, whether they involve physical touching or not;
 sexual epithets, jokes, written or oral references to sexual conduct, gossip regarding one's sex life; comments about an individual's body, sexual activity, deficiencies, or prowess;
 displaying sexually suggestive objects, pictures, or cartoons, including by downloading such materials from the Internet;
 unwelcome leering, whistling, brushing against the body, sexual gestures, or suggestive or insulting comments;
 inquiries into one's sexual experiences; and
 discussion of one's sexual activities.
Prohibition of Other Types of Discriminatory Harassment
The Company's policy also prohibits verbal or physical conduct that denigrates or shows hostility or aversion toward an individual because of his or her race, color, religion, sexual orientation, age, national origin, disability, or other protected classification, and that:
1.
has the purpose or effect of creating an intimidating, hostile, humiliating or offensive working environment,
2.
has the purpose or effect of unreasonably interfering with an individual's work performance, or
3.
otherwise adversely affects an individual's employment opportunities.
While it is not possible to list all those circumstances that may constitute discriminatory harassment, the following are some examples of conduct which may constitute discriminatory harassment depending upon the totality of the circumstances including the severity of the conduct and its pervasiveness:
 epithets, slurs, negative stereotyping, or jokes, or threatening, intimidating or hostile acts that relate to race or other protected classification;
 written or graphic material that denigrates or shows hostility toward an individual or group because of race or other protected classification and that is circulated in the workplace, or placed anywhere in the Company's premises such as on an employee's desk, workspace or on Company computer, email or voicemail.
Complaint Procedure
Complaints of either sexual or other discriminatory harassment must be brought immediately to the attention of the applicable Human Resources
Operations Manager ("HR Ops Manager"). A listing of HR Ops Managers is contained on Channel EMC. Alternatively, you may contact the Office of

the General Counsel at (508) 435-1000, extension 77267. Although reports of sexual or discriminatory harassment may be made verbally, employees are strongly encouraged to make any such reports in writing. Written reports of harassment assist the investigation process.
When a complaint is received, the Human Resources Operations Manager, in conjunction with the Office of the General Counsel, will promptly investigate the allegation as discreetly and confidentially as possible. The investigation will normally include a private interview with the person filing the complaint and with witnesses, as appropriate. The investigation will also normally include an interview of the person alleged to have committed the harassment. When the investigation is complete, the Human Resources Operations Manager or the Office of the
General Counsel, will, to the extent appropriate, inform the person filing the complaint and the person alleged to have committed the conduct of the results of the investigation.
If the Company determines that a violation of this policy has occurred, it will take such disciplinary action as it deems appropriate, including but not limited to counseling, warnings, transfers, suspensions, and employment termination. Moreover, the Company can and will take the disciplinary action it deems appropriate if it determines that conduct which does not meet the definitions in this policy nevertheless is unprofessional, inappropriate or otherwise warrants discipline.
Retaliation
Retaliation against an employee who has complained about sexual or other discriminatory harassment, or against an individual who has cooperated with an investigation of such harassment is strictly prohibited and will not be tolerated by EMC.
State and Federal Remedies In Massachusetts
In addition to the above, in Massachusetts, if you believe you have been subject to harassment, you may file a formal complaint with the government agencies set forth below.
The United States Equal Employment Opportunity Commission
One Congress Street - 10th floor
Boston, Massachusetts 02114
(617) 565-3200
The Massachusetts Commission Against Discrimination
One Ashburton Place - Rm. 601
Boston, Massachusetts 02108
(617) 994-6000

1. POLICY HISTORY AND APPROVAL
This Policy has been approved according to the chart shown below. Any deviation from this policy will require the written approval of management,
EMC’s Chief Information Officer and the Office of the General Counsel.
2. PURPOSE
The purpose of this Policy is to provide clear direction on the principles that EMC Users (defined below) must follow regarding the security and privacy of EMC Corporation, its assets, and personnel, as well as the appropriate use of its EMC IT Resources
(defined below). These protections and requirements serve to help keep EMC on the leading edge in our industry by protecting the security, integrity, confidentiality and availability of EMC Confidential Information (as described in EMC’s Designating Confidential Information Policy ), including
Personal Information (defined below) of employees, customers, and others.
The requirements also help EMC comply with legal obligations and industry standards. Of course, in addition to complying with this Policy, EMC Users are also expected to use common sense and good judgment at all times.
3. SCOPE
This Policy applies to all EMC Users. This policy applies to the extent not in conflict with applicable law.
4. POLICY
are all employees, consultants, contractors, members of the Board of Directors, and any other persons who are provided access to EMC
IT Resources, regardless of location where they perform EMC business.
“
” consist of all EMC computer/network and telecommunication systems, including but not limited to hardware and software, server, storage and network resources, applications, security devices, workstations, desktops and laptops, drives (hard drives, network drives, external drives, thumb drives), cell phones, PDAs, smartphones, and any other wireless or mobile devices. This not only applies to equipment that is owned or paid for by EMC (whether EMC pays for the device and/or service) but also to personal equipment when used for EMC business purposes.
means identifiable information from or about an employee, contractor, consumer, or any other individual, including, but not limited to: 1) a first and last name, 2) a home or other physical address, 3) an email address or other online contact information, such as an instant messaging user identifier or a screen name, or 4) a telephone number.
“Personal Information” includes “Sensitive Personal Information,” such as:
 Social Security Number

 An individual's first and last name, first initial and last name, address, OR phone number, in combination with ANY of the following:
 The individual's driver license number or other government-issued identification card number
 The individual's financial account number or credit or debit card number (with or without any required PIN, security code, password or access code) that would permit access to the individual’s financial account
 Information regarding the individual’s medical history, mental or physical condition, medical treatment or diagnosis by a health care professional, or payment for healthcare treatment of an individual
 The individual’s health insurance policy number or subscriber information number (in combination with any required PIN, security code, password or access code), any unique identifier used by a health insurer to identify the individual, or any information in an individual’s insurance application and claims history, including any appeals records
 The individual’s date of birth, place of birth and/or mother’s maiden name
 The individual’s passport number or an alien registration number a) The individual’s unique biometric data such as a fingerprint, retina or iris image, or other unique physical representation or digital representation of biometric data
This Policy applies to Personal Information held under a variety of circumstances including but not limited to the following: (a) in the custody of
EMC for internal use (such as information pertaining to EMC customers, employees, vendors, contractors, consultants, or Board of Directors); or
(b) in the custody of EMC pursuant to a hosting service provided to customers.
4.1 LIMITED PERSONAL USE
All EMC IT Resources owned or paid for by EMC are the property of EMC and are made available to EMC Users for the purpose of conducting EMC business. EMC Users may not perform any personal or non-EMC work on such EMC IT Resources, except for incidental personal activities that comply with all EMC policies. Incidental personal activities refer to short-term use that does not interfere with an
EMC User’s normal work activities, such as making a personal phone call that lasts a few minutes. EMC may, at its sole discretion, limit or restrict any
EMC User’s personal usage of or access to EMC IT Resources. EMC also reserves the right to remove non-authorized content from such EMC IT
Resources without advance notice. To help assess the appropriateness of your use of EMC IT Resources, consider whether EMC management would share your judgment that your use is for EMC business purposes.
4.2 EMC RIGHT TO MONITOR
To the fullest extent permitted by applicable law, EMC Users should have no expectation of personal privacy in connection with their access to or use of any EMC IT Resources owned or paid for by EMC. Unless local law provides to the contrary, EMC management has the right to access, monitor, review, copy, delete, and disclose any email messages, instant messages, chat, texts, websites or other content accessed, composed, sent, viewed, visited, downloaded, archived, received or stored using such EMC IT Resources, with or without prior notice. This right extends to any activities considered personal use that EMC Users conduct on such EMC IT Resources, including the use of personal email accounts. EMC Users should not assume the personal privacy of any material they access, compose, send, view, visit, download, archive, receive, or store using EMC IT Resources.
4.3 CONFIDENTIALITY
EMC Users must protect EMC’s Confidential Information, including Personal Information, and abide by all EMC’s Policies regarding Confidential
Information, including EMC’s Designating Confidential Information Policy .
4.4 USER RESPONSIBILITIES
4.4.1 EMC Users are responsible for ensuring the protection of EMC IT Resources. EMC Users must take all precautions to prevent use of EMC IT
Resources by unauthorized persons, including password security and file protection measures. EMC Users may not disclose or share passwords. EMC
Users may not use another’s EMC IT Resources without that user’s express permission, and such permission and use must be limited to only those tasks necessary for business purposes that do not compromise restrictions regarding Confidential information. For example, EMC Users may not send email on behalf of another EMC User without that user’s express permission. Note that any EMC User using EMC IT Resources on behalf of another user, even with express permission, is subject to all the provisions of this policy document.
4.4.2 EMC Users must immediately report the loss or theft of any EMC IT Resources to EMC Security. The loss or theft of office keys, badges or entry cards must also be immediately reported.
4.4.3 Only EMC’s IT organization has authorization to establish and/or approve communications connections to
EMC’s internal network. This includes allowing for VPN, individual remote access by phone or cable, as well as connections for external third parties for purposes such as exchanging Internet content, electronic commerce, or other system access. EMC Users may not implement personal modems, wireless access points, DSL, FIOS, Cable Modem, Satellite, or any other Internet access services from within EMC facilities.
4.4.4 EMC network resources are limited even for business purposes. To preserve network bandwidth, EMC Users should only engage in such activities as large file downloading or receiving broadcast content on EMC equipment judiciously and to further EMC’s business needs. Do not download any music, video or other content unless it is required for business purposes.
4.4.5 EMC Users must be very careful when sending email to distribution lists. In advance, EMC Users must make sure they intend to send a particular email to everyone on the list they are using. If an EMC User is the recipient of an email that was sent to a distribution list (or other group of people), and s/he believes s/he should not have received it or did not want to receive it, s/he should not “Reply to All.” Instead, the EMC User should delete

the email, inform the sender, and contact the IT Help Desk for assistance if deemed appropriate.
4.4.6 When EMC Users are going to be away from their computers, they must lock, log out or shut them down.
4.4.7 EMC Users must use extreme caution when opening email attachments received from unknown senders, as these may contain viruses, email bombs, or Trojan horse code. If an EMC User does open such an attachment and release malicious code, s/he must remove the computer from the network and report the incident to EMC’s IT Help Desk immediately.
4.4.8 EMC Users must obtain appropriate authorization to use non-EMC equipment for EMC business purposes. EMC Users are responsible for ensuring that such equipment, and EMC Confidential Information on the equipment, is properly protected. In order to protect EMC’s Confidential
Information and in order to ensure compliance with regulations and policies, EMC has the right to access and inspect non-EMC equipment that is or was used for EMC business purposes, to the extent permitted by applicable law.
4.5 UNAUTHORIZED USE
4.5.1 EMC Users must not access, compose, send, view, visit, download, archive, receive, or store, in any IT Resource, material that would reasonably be considered offensive by others. This includes messages or other material that can be disparaging of, or offensive to, others based on their gender, race, religion, sexual orientation, age, disability, national origin, or other protected classification. Accessing or downloading pornographic or other inappropriate content is strictly prohibited. (See EMC’s Anti
-
Harassment Policy .)
4.5.2 EMC Users must not use EMC IT Resources for unlawful purposes including, for example, installing or transmitting fraudulently or illegally obtained copyrighted material, sending spam messages via email, text message, instant message, voicemail, or any other forms of electronic communications, or exporting software, technical information, encryption software, or technology in violation of international or regional export control laws.
4.5.3 EMC does not permit EMC Users to download and install unauthorized software on EMC IT Resources owned or paid for by EMC. EMC IT is the approved source for all software. All software requests must follow the standard request and approval process to ensure that the software has a valid business use, the download and/or installation does not violate copyright restrictions, the software will not negatively affect the network or EMC business services, the software is properly licensed, and that EMC IT can support the software. EMC Users are also prohibited from tampering with or modifying EMC equipment in any way, or using any tools to delete all data or make all data inaccessible, without appropriate prior written authorization from IT Global Security Organization at InformationSecurity@emc.com
.
4.5.4 Other prohibitions include malicious access to Internet sites (e.g., cracking, hacking), intentionally introducing malicious programs or code into the network, servers, or products, creating or forwarding “junk mail” such as cartoons and chain letters, and advertising for personal business.
4.5.5 EMC prohibits operating electronic monitoring or scanning equipment within EMC’s networks or using EMC IT Resources without both an EMC business purpose and prior written authorization from IT Global Security Organization at InformationSecurity@emc.com
.
4.5.6 EMC Users must not circumvent or otherwise disable authentication and authorization services that protect EMC Confidential Information and services.
4.5.7 EMC Users must not use personal email accounts to conduct EMC business unless necessary for legitimate business purposes and appropriate protections such as encryption are utilized. As an example, sending EMC Confidential Information from an EMC email box to one’s own personal email account is prohibited.
4.6. PERSONAL INFORMATION PROTECTION
4.6.1 Personal Information must not be collected, used, shared or stored except to the extent necessary for EMC business purposes or as otherwise required by applicable law. When EMC Users no longer need the information, EMC Users must dispose of it using an EMC-approved disposal method so that it cannot be read or reconstructed later by someone who obtains access to it. (For more information see http://globalfacilities.corp.emc.com/CORPAMER/news_SafeGuardInfo.asp.)
4.6.2 Personal Information should only be accessible by and shared with persons who need such information to perform their job duties.
4.6.3 EMC Users must ensure that when sharing Personal Information they take required security precautions including the following:
 Encrypt all records and files containing Sensitive Personal Information that will travel across public networks and encrypt all data containing Sensitive Personal Information that is transmitted wirelessly. (For more information see http://gso.corp.emc.com/encryption.aspx
.)
 Take reasonable steps to select and retain third-party service providers that are capable of implementing and maintaining administrative, technical and physical safeguards to protect Personal Information in compliance with applicable laws and regulations and EMC requirements.
 Use only secure FTP servers for posting Sensitive Personal Information that needs to be shared with third-party entities rather than

anonymous or otherwise unsecure FTP servers. (For more information see http://gso.corp.emc.com/encryption.aspx
.)
4.6.4 Personal Information should only be stored on a laptop or other portable device when necessary for legitimate business purposes or as otherwise required by applicable law. To the extent technically feasible, all Sensitive Personal Information stored on a laptop or other portable device must be encrypted or the device must have whole disk encryption; the devices must also be locked when not in use. To the extent technically feasible, portable devices containing Personal Information must comply with the following: 1) operate reasonably up-to-date system security agent software including malware protection, patches and virus definitions; 2) have reasonably up-to-date firewall protection and operating security patches; 3) operate file encryption software and/or whole disk encryption if the portable device contains Sensitive Personal Information; and 4) be configured with complex password protection.
4.6.5 EMC Users must ensure that physical records containing Personal Information are stored in locked facilities, storage areas or containers and there are reasonable restrictions placed upon physical access to such records.
4.6.6 EMC Users must immediately report any loss of control, theft, unauthorized disclosure, or unauthorized acquisition, of data containing Personal
Information, whether in physical or electronic form, that is not encrypted or otherwise properly secured or destroyed so that it is unreadable and unusable by an unauthorized party in accordance with EMC’s Data Privacy Incident Response Policy .
4.6.7 EMC Users with responsibility for handling Personal Information on behalf of EMC should continually assess the security and confidentiality of such information and apply reasonable safeguards to protect that information from unauthorized access.
4.7 PHYSICAL SECURITY
4.7.1 EMC Users must display their identification badge at all times while on EMC’s facilities.
4.7.2 EMC Users must follow established entry procedures for all EMC facilities. It is not acceptable for an EMC User to let someone follow him/her in to a facility instead of that person following EMC procedures. Do not prop open doors or take other actions that might circumvent perimeter security.
4.7.3 EMC Users may only use cameras on EMC premises or at EMC events for authorized purposes.
5. VIOLATIONS
Violation of this Policy by any EMC User may result in adverse action up to and including termination of employment, service contract, or project assignment. Violation may also constitute unlawful behavior and subject an EMC User to civil and/or criminal liability.
6. RELATED POLICIES
By following the guidance provided in this Policy, you will help protect and promote EMC, as well as its customers and workers. Please refer to the policies listed below for greater details.
IT Security Policy
Email Retention Policy
Designating Confidential Information Policy
Business Conduct Guidelines
Network Resource Usage Policy
Anti-Harassment Policy
Software Compliance Policy
Data Privacy Incident Response Policy
EMC Privacy Statement
7. QUESTIONS
If you have questions about the requirements of this Policy please contact the Office of the General Counsel by email at General_Counsel@emc.com
.
Questions of a technical nature (for example, questions regarding how to encrypt emails) should be directed to the Global Security Organization at
InformationSecurity@emc.com
.