Dell 1998 Annual Report Download - page 44

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EXHIBIT 10.14
DELL COMPUTER CORPORATION
EXECUTIVE INCENTIVE BONUS PLAN
Dell Computer Corporation, a Delaware corporation (the "Company") adopts this
Executive Incentive Bonus Plan (the "Plan") for the purpose enhancing the
Company's ability to attract and retain highly qualified executives and to
provide additional financial incentives to such executives to promote the
success of the Company and its subsidiaries.
Remuneration payable under the Plan is intended to constitute "qualified
performance-based compensation" for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and Section 1.162-27 of the Treasury
Regulations promulgated thereunder, and the Plan shall be construed consistently
with such intention. The "performance goal" necessary for the payment of
remuneration under the Plan will be the achievement of positive Consolidated Net
Income (as defined below).
1. Definitions. As used herein, the following terms shall have the respective
meanings indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended,
or the corresponding provisions of any subsequent federal internal revenue
law.
(c) "Committee" shall mean the Compensation Committee of the Board or
such other committee appointed by the Board to administer the Plan;
provided, however, that in any event the Committee shall be comprised of
not less than two directors of the Company, each of whom shall qualify in
all respects as an "outside director" for purposes of Section 162(m) of the
Code and Section 1.162-27(e)(3) of the Regulations.
(d) "Company" shall mean Dell Computer Corporation, a Delaware
corporation.
(e) "Consolidated Net Income" shall mean, for any Fiscal Quarter or
Fiscal Year, the net income before extraordinary items reported in the
Company's quarterly or annual consolidated statement of income included in
the applicable Quarterly Report on Form 10-Q (in the case of a Fiscal
Quarter) or Annual Report on Form 10-K (in the case of a Fiscal Year), as
filed with the Securities Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended.
(f) "Eligible Executive" shall mean the Company's Chief Executive
Officer and each other executive officer of the Company that the Committee
determines, in its discretion, is or may be a "covered employee" of the
Company within the meaning Section 162(m) of the Code and Section
1.162-27(c)(2) of the Regulations.
(g) "Incentive Bonus" shall mean, for each Eligible Executive, an
annual bonus opportunity amount determined by the Committee pursuant to
Section 3 below.
(h) "Regulations" shall mean the Treasury Regulations promulgated
under the Code, as amended from time to time.
2. Administration of the Plan. The Plan shall be administered by the Committee,
which shall have full power and authority to construe, interpret and administer
the Plan and shall have the exclusive right to establish, adjust, pay or decline
to pay the Incentive Bonus for each Eligible Executive. Such power and authority
shall include the right to exercise discretion to reduce by any amount the
Incentive Bonus payable to any Eligible Executive; provided, however, that the
exercise of such discretion with respect to any Eligible Executive shall not
have the effect of increasing the Incentive Bonus that is payable to any other
Eligible Executive. All Committee actions under the Plan shall be taken in
accordance with the applicable provisions of the Company's By-laws and the
Committee's Charter.
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EXHIBIT 10.14
3. Eligibility. Eligibility under this Plan is limited to Eligible Executives
designated by the Committee in its sole and absolute discretion.
4. Awards.
(a) Not later than the 90th day of each fiscal year of the Company, the
Committee, in its sole and absolute discretion, shall designate one or more
Eligible Executives as participants in the Plan for such fiscal year and shall