-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GDGVtcXw64pjoNhtwOpH+D6rot1FIMWYe+usFiZCXev/03Ld6d10VT/42z0aMMkE zzNAbBbEftUNvJVcxOeHcQ== 0001209191-06-050894.txt : 20060919 0001209191-06-050894.hdr.sgml : 20060919 20060919215648 ACCESSION NUMBER: 0001209191-06-050894 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060915 FILED AS OF DATE: 20060919 DATE AS OF CHANGE: 20060919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VITALE VIVIAN M CENTRAL INDEX KEY: 0001206593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25120 FILM NUMBER: 061099147 BUSINESS ADDRESS: STREET 1: C/O RSA SECURITY INC STREET 2: 174 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7815155000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RSA SECURITY INC/DE/ CENTRAL INDEX KEY: 0000932064 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042916506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 174 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 781-515-5422 MAIL ADDRESS: STREET 1: 174 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY DYNAMICS TECHNOLOGIES INC /DE/ DATE OF NAME CHANGE: 19941027 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2006-09-15 1 0000932064 RSA SECURITY INC/DE/ RSAS 0001206593 VITALE VIVIAN M C/O RSA SECURITY INC. 174 MIDDLESEX TURNPIKE BEDFORD MA 01730 0 1 0 0 SVP, Human Resources Common Stock 2006-09-15 4 U 0 6671 28.00 D 0 D Stock Option (right to buy) 13.12 2006-09-15 4 U 0 67500 D 2012-11-17 Common Stock 67500 0 D Stock Option (right to buy) 12.15 2006-09-15 4 A 0 50000 0.00 A 2012-12-09 Common Stock 50000 50000 D Stock Option (right to buy) 12.15 2006-09-15 4 U 0 50000 D 2012-12-09 Common Stock 50000 0 D This option provided for vesting with respect to 20% of its shares on November 18, 2004 and with respect to the remaining shares in 16 equal installments at the end of each three-month period thereafter. This option provided that no installment would be exercisable after the fourth anniversary of the vesting date of the installment. This option was assumed by EMC Corporation pursuant to the agreement and plan of merger dated June 29, 2006 by and among the issuer, EMC Corporation and a subsidiary of EMC Corporation and was replaced with an option to purchase 163,579 shares of EMC Corporation common stock for $5.42 per share. The vesting of this option, which was granted on December 9, 2005, was based on the issuer's satisfaction of certain performance criteria for the fiscal years ending 2006, 2007 and/or 2008, subject to accelerated vesting upon a change of control of the issuer. Pursuant to the terms of the option agreement, this option became exerciseable in full upon completion of the merger of the issuer and a subsidiary of EMC Corporation on September 15, 2006. This option was assumed by EMC Corporation pursuant to the agreement and plan of merger dated June 29, 2006 by and among the issuer, EMC Corporation and a subsidiary of EMC Corporation and was replaced with an option to purchase 121,170 shares of EMC Corporation common stock for $5.02 per share. /s/ Robert P. Nault, attorney in fact 2006-09-19 EX-24.4_152246 2 poa.txt POA DOCUMENT POWER OF ATTORNEY For Executing Forms 3, 4 and 5 Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert P. Nault, Kathryn L. Leach, Christopher R. Dollase and Hal J. Leibowitz signing singly, his or her true and lawful attorney-in-fact to: (1) execute on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) perform all acts on behalf of the undersigned that may be necessary or desirable to complete the execution of any such Forms 3, 4 and 5 and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to perform every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 27, 2006. /s/Vivian Vitale Name: Vivian Vitale -----END PRIVACY-ENHANCED MESSAGE-----