FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

Exhibit 10.14

FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

        AGREEMENT effective as of January 1, 2008 (the "Effective Date"), between EMC Corporation, a Massachusetts corporation (the "Company"), and [NAME] (the "Indemnitee").

        WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; and

        WHEREAS, the Indemnitee is a director or an officer of the Company; and

        WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and

        WHEREAS, as of the Effective Date the Company is subject to the provisions of the Massachusetts Business Corporation Act (the "Act"); and

        WHEREAS, in recognition of the Indemnitee's need for substantial protection against personal liability in order to enhance the Indemnitee's continued service to the Company in an effective manner, and in part to provide the Indemnitee with specific contractual assurance that all protections permitted by the Act will be available to the Indemnitee, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement; and

        WHEREAS, the Board of Directors of the Company wishes to provide the Indemnitee with rights to indemnification to the fullest extent permitted by the Act and as set forth in this Agreement and has approved this agreement for the purposes of the Act, including for the purpose of obligating the Company in advance of any act or omission giving rise to a proceeding to provide indemnification; and

        WHEREAS, the Company and the Indemnitee had entered into that certain Indemnification Agreement, effective as of [INSERT DATE OF ORIGINAL AGREEMENT] (the "Original Agreement"), and the parties wish to amend and restate the Original Agreement in its entirety;

        NOW, THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

        1.      Basic Indemnification Arrangement.     

        (a)   In accordance with the provisions of the Act, the Company shall, to the extent legally permissible, indemnify the Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and attorneys' fees or other costs paid or incurred by the Indemnitee in connection with the defense or disposition of any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal, or any appeal therefrom, in which the Indemnitee may be involved or with which the Indemnitee was, is or is threatened to be made, while in office or thereafter, a defendant or respondent by reason of the Indemnitee being or having been a director or an officer of the Company (any such proceeding, a "Proceeding").

        (b)   Within a reasonably prompt period after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is intended to be made against the Company under this Agreement, notify the Company of the commencement thereof; however, the failure to notify the Company will not relieve the Company from any liability that it may have to the Indemnitee.

        (c)   If so requested by the Indemnitee, the Company shall advance (within five business days of such request) any and all expenses, including attorneys' fees or other costs, paid or incurred by the Indemnitee in connection with the defense or disposition of any such action, suit or other proceeding

("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt by the Company of (i) a written affirmation of the Indemnitee's good faith belief that the Indemnitee has met the relevant standard of conduct described in the Act or any successor provision of Massachusetts law or that the proceeding involves conduct for which liability has been eliminated under a provision of the Company's restated articles of organization, as may be further amended (the "Restated Articles"), as authorized by the Act or any successor provision of Massachusetts law, and (ii) a written undertaking by the Indemnitee to repay the Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification in accordance with this Agreement or the provisions of the Act or any successor thereto.

        2.      Change In Control     

        (a)   "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934.

        (b)   "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934.

        (c)   A "Change in Control" shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have occurred:

• (i)

  any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 2(c)(iii)(A);
  
  

  (ii)

  the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds ( ² / 3 ) of the directors then in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended;
  
  

  (iii)

  there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which