8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2005

EMC CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	1-9853	No. 04-2680009
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

176 South Street, Hopkinton, MA	01748
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (508) 435-1000

N/A

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On October 20, 2005, the Compensation Committee of the Board of Directors of EMC Corporation (“EMC”) set 2006 annual base salaries for Joseph M. Tucci, Michael C. Ruettgers, William J. Teuber, Jr., David I. Goulden and David B. Wright, each of whom is an EMC named executive officer for 2004, at $1,000,000, $300,000, $600,000, $550,000 and $650,000, respectively. Such annual base salaries are the same for each named executive officer as in 2005, other than for Mr. Ruettgers, whose annual base salary has been reduced in connection with his employment arrangement with EMC as described below in Item 5.02.

The Compensation Committee also established bonus awards that may be earned for fiscal year 2006 under the EMC Corporation Executive Incentive Bonus Plan (the “Bonus Plan”) by Messrs. Tucci, Teuber, Goulden and Wright. The aggregate annualized target amounts of the 2006 bonuses that Messrs. Tucci, Teuber, Goulden and Wright may earn are $1,440,000, $400,000, $450,000 and $650,000, respectively, the same as the annualized target amounts of their 2005 bonuses. Each of these executives is eligible to receive semi-annual bonuses based on EMC’s profitability and quarterly bonuses based on a mix of EMC, business unit and individual financial, strategic, operational and other performance objectives. The performance goals and the weights assigned to them will vary among these executives depending on the individual’s role and responsibilities.

The actual bonus payments in 2006 may be less than or greater than the target amounts depending on certain factors. For the semi-annual bonuses and certain of the quarterly bonuses, actual bonus payments will be made based on the extent to which the goals are achieved, with potential upside for exceeding the goals and no payment being made unless a threshold percentage of the goals are achieved. Under certain other quarterly bonuses, actual bonus payments will be based on achievement of the executive’s goals and EMC’s overall bonus funding level for that quarter. The overall funding level will be based on the extent to which certain EMC financial and strategic objectives are achieved for that quarter.

The goals for the 2006 bonuses for Messrs. Tucci, Teuber, Goulden and Wright will be based on one or more of the performance criteria set forth in the Bonus Plan, filed as Exhibit 10.1 to our report on Form 8-K filed on February 2, 2005.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) Resignation of Director

Effective December 31, 2005, Michael C. Ruettgers has resigned from the Board of Directors. Mr. Ruettgers will continue as a Senior Advisor to the EMC Board and management and has entered into an employment arrangement with EMC, effective January 1, 2006.

A copy of Mr. Ruettgers’ employment arrangement is attached hereto as Exhibit 10.1, and a copy of the press release announcing Mr. Ruettgers’ resignation is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

10.1     Employment arrangement with Michael C. Ruettgers dated October 20, 2005.

99.1     Press Release of EMC Corporation dated October 21, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMC CORPORATION

By: /s/ Paul T. Dacier

        Paul T. Dacier

        Senior Vice President and

        General Counsel

Date: October 26, 2005

EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment arrangement with Michael C. Ruettgers dated October 20, 2005.
99.1	Press Release of EMC Corporation dated October 21, 2005.

EX-10.1

Exhibit 10.1

CONFIDENTIAL

October 20, 2005

Mr. Michael C. Ruettgers

[Address]

Dear Mike:

As you know, and at your request, on December 31, 2005, your status as Chairman of the Board of EMC Corporation (“EMC”) shall change; and on January 1, 2006, you shall assume the position of Senior Advisor. Furthermore, you have also indicated that you shall resign from the board of directors (the “Board”) of EMC effective as of December 31, 2005.

The Board and I greatly appreciate your devoted service to EMC, including your many years of senior executive leadership. You led EMC into great prominence in the high technology industry. Therefore, the Board and I are very fortunate that you have expressed a desire to continue your employment at EMC as Senior Advisor.

In accordance with the foregoing, EMC is pleased to offer you the following arrangement:

1. Effective as of December 31, 2005, you shall be deemed to have resigned as Chairman of the Board and as a member of the Board.

2. Effective as of January 1, 2006, you shall continue to be employed full time as Senior Advisor. In this position, you shall provide advice and counsel to the Board and/or me as requested concerning sales and marketing matters and other matters at EMC. You shall provide periodic updates and/or briefings to the Board and/or me on all such matters worked on.

3. You shall serve as Senior Advisor from January 1, 2006 to the earlier to occur of the date EMC or you terminate this arrangement upon thirty (30) days prior written notice or December 31, 2007. On the termination date, you shall be deemed to have retired from EMC (the “Retirement Date”).

4. While this arrangement is in effect, you shall be paid $11,538.46 (less legal deductions) per pay period, which is equivalent to $300,000 annually.

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5. As of the date of this letter, you have received a number of EMC stock option and/or restricted stock grants that have been vesting in accordance with their terms. For purposes of this arrangement, all such prior grants of stock options and restricted stock to you shall be known as the “Existing Grants.”

6. From January 1, 2006 to the Retirement Date, the Existing Grants shall continue to vest in accordance with their terms. On the Retirement Date, all of the Existing Grants shall expire unless you have exercised all options and/or restricted stock that are vested as of such date; provided, however, some of the Existing Grants may continue to vest after the Retirement Date in accordance with the “retirement provisions” of the stock plan and grant agreement that governs the particular grant.

7. As Senior Advisor, you shall continue to remain an employee in good standing at EMC. You shall continue to be eligible for participation in all of EMC’s health, welfare and other benefits through the Retirement Date.

8. EMC shall continue to provide you with reasonably appropriate and suitable office and secretarial support through the Retirement Date.

9. From time to time through the Retirement Date, you may be asked to continue to travel on EMC business matters. As has been EMC’s practice, for each such event, EMC shall continue to make one of its jets available for your use. In the event one of EMC’s jets is not available, EMC shall, as has been its current practice, reimburse you for the use of your jet for EMC business travel at an hourly rate to be mutually agreed upon between EMC and you.

10. EMC shall continue to reimburse you for all other reasonable business and entertainment expenses in accordance with EMC’s then current business and expense reimbursement policy.

11. You ratify and reaffirm the EMC Key Employee Agreement you signed on September 19, 1989.

12. As Senior Advisor, you will not be considered an “affiliate” or “executive officer” of EMC. However, you shall remain subject to the EMC stock trading policy through the Retirement Date.

13. EMC and you agree that this arrangement shall be governed by and construed in accordance with Massachusetts law.

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Assuming the terms of this arrangement meet with your approval, please sign this letter in the space provided below. The enclosed copy is for you.

I want you to know that the Board and I have always valued your sage advice and counsel, and we look forward to continuing to work with you.

Very truly yours,

/s/ Joseph M. Tucci

Joseph M. Tucci

President and

Chief Executive Officer

Accepted and agreed:

/s/ Michael C. Ruettgers                    

Michael C. Ruettgers

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EX-99.1

Exhibit 99.1

	Contact:	Mark Fredrickson
		508-293-7137
FOR IMMEDIATE RELEASE		fredrickson_mark@emc.com

TUCCI TO BECOME EMC’S CHAIRMAN JANUARY 1;

LEAD DIRECTOR APPOINTED

Ruettgers Resigns as Chairman and Board Member, Will Continue as Senior Advisor

HOPKINTON, Mass. – October 21, 2005 – EMC Corporation, the world leader in information management and storage, today announced that Joe Tucci will become Chairman of the Board of Directors, effective January 1, 2006. Tucci will continue to serve as President and Chief Executive Officer of EMC, a role he has held since January 2001. Mike Ruettgers, who has been EMC’s Chairman since January 2001 and has served as an EMC Director since 1992, has resigned from the Board of Directors effective December 31, 2005. He will continue as a Senior Advisor to the EMC Board and management.

The EMC Board of Directors also approved the designation of a lead director, to be effective January 1, 2006. David Strohm has been selected by the independent directors to serve as lead director.

“Joe Tucci has clearly been the right leader at the right time for EMC,” said Ruettgers. “In five years as President and CEO, Joe has led EMC through a remarkable period of transformation, resurgence and success. He has broadened our portfolio through both internal investment and strategic acquisitions that give us the most comprehensive set of information lifecycle management offerings in the world. He has built a deep and talented bench. And he and the people of EMC have now delivered nine straight quarters of double-digit year-to-year revenue growth.”

Ruettgers, 62, joined EMC in 1988 and served as CEO from 1992 until January 2001, leading the company in a decade-long trajectory of accelerating profitable growth and market leadership. He was named Executive Chairman in January 2001 and Chairman in January 2004. He has led EMC’s proactive corporate governance, focusing on shaping the composition and expertise of EMC’s independent and fully engaged Board.

“We have been incredibly fortunate to have the benefit of Mike’s wisdom and guidance in leading our Board over the past five years,” said Tucci. “He has done so much for this industry, and especially for the employees and customers of EMC, through the best of times and the most challenging. He has been a mentor and a friend, and we are very pleased that he will continue to provide his time and advice to us as we move forward.”

In announcing David Strohm as EMC’s lead director, Ruettgers said, “David has brought new dimensions and insight to our Board over the past two years. As lead director, he will act as a liaison between the independent directors and the Chairman, and facilitate discussions among the independent directors on key issues and concerns outside of Board meetings. The addition of this role to the EMC Board is good corporate governance practice and positive for EMC and our shareholders.”

Strohm, 57, is a General Partner with Greylock Partners, one of the largest early-stage venture capital firms in the U.S. He became an EMC Director in October 2003, and is a member of EMC’s Compensation and Mergers and Acquisitions Committees.

Tucci, 58, joined EMC in January 2000 as President and Chief Operating Officer, ascending to President and CEO a year later. He has overseen the most aggressive new-product introduction cycles in the company’s history, led EMC into multi-platform, open software for storage, information and content management, broadened industry alliances and partnerships, and completed more than 20 acquisitions to broaden EMC’s market leadership, technology offerings, and growth potential.

A description of the lead director role and other information about EMC’s corporate governance policies are available at www.emc.com/about/governance.

About EMC

EMC Corporation (NYSE: EMC) is the world leader in products, services and solutions for information management and storage that help organizations extract the maximum value from their information, at the lowest total cost, across every point in the information lifecycle. Information about EMC’s products and services can be found at www.EMC.com.

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