Dell 1998 Annual Report Download - page 46

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(b) Subject to the limitations set forth in this subsection, the Board may at
any time suspend or terminate the Plan and may amend it from time to time in
such respects as the Board may deem advisable; provided, however, that the Board
shall not amend the Plan in any of the following respects without the approval
of stockholders then sufficient to approve the Plan in the first instance:
(1) To increase the maximum amount of Incentive Bonus that may be paid
under the Plan or otherwise materially increase the benefits accruing to
any Eligible Executive under the Plan;
(2) To materially modify the requirements as to eligibility for
participation in the Plan;
(3) To change the material terms of the stated performance goal.
(c) No Incentive Bonus may be awarded during any suspension or after termination
of the Plan, and no amendment, suspension or termination of the Plan shall,
without the consent of the person affected thereby, alter or impair any rights
or obligations under any Incentive Bonus previously awarded under the Plan.
12. Governing Law. The validity, interpretation and effect of the Plan, and the
rights of all persons hereunder, shall be governed by and determined in
accordance with the laws of the State of Delaware, other than the choice of law
rules thereof.
* * * * *
The foregoing Executive Incentive Bonus Plan was duly approved and adopted by
the Board of Directors of Dell Computer Corporation, a Delaware corporation (the
"Company), by Unanimous Written Consent dated May 28, 1998, and was duly
approved by the Company's stockholders for approval at the annual meeting of
stockholders held on July 17, 1998.
/s/ THOMAS B. GREEN
------------------------------------
Thomas B. Green,
Secretary