Dell 2000 Annual Report Download - page 60

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(c) The Company shall be considered "insolvent" if (i) the Company
is unable to pay its debts as they become due or (ii) the
Company is subject to a pending proceeding as a debtor under
the United Sates Bankruptcy Code (or any successor federal
statute).
(d) The chief executive officer of the Company and the Directors
shall each have the duty to inform the Trustee in writing if
the Company becomes insolvent. Such notice given under the
preceding sentence by any one party shall satisfy each party's
duty to give notice. When so informed, the Trustee shall
suspend payments to the Participants and beneficiaries and
hold the assets for the benefit of the Company's general
creditors. If the Trustee receives a written allegation that
the Company is insolvent, the Trustee shall suspend payments
to the Participants and beneficiaries and hold the Trust Fund
for the benefit of the Company's general creditors and shall
determine within the period specified in the Trust Agreement,
or, in the absence of a specified period, within a reasonable
period of time, whether the Company is insolvent. If the
Trustee determines that the Company is not insolvent, the
Trustee shall resume payments to the Participants and
beneficiaries. In the case of insolvency of the Company or any
Affiliate designated to participate in the Plan pursuant to
Section 11.1, only the assets contributed to the Trust, if
any, by the Company or such Affiliate, whichever is insolvent,
shall be subject to the claims of such insolvent entity.
(e) All expenses incident to the administration of the Plan and
Trust, including but not limited to, legal, accounting,
Trustee fees, and expenses of the Committee, may be paid by
the Company and, if not so paid, shall be paid by the Trustee
from the Trust Fund, if any.
(f) All income, profits, recoveries, contributions, forfeitures
and any and all moneys, securities, and properties of any kind
at any time received or held by the Trustee, if any, shall be
held for investment purposes as a commingled Trust Fund
pursuant to the terms of the Trust Agreement. The Committee
shall maintain Accounts in the name of each Participant, but
the maintenance of Accounts designated as Accounts of a
Participant shall not mean that such Participant shall have a
greater or lesser interest than that due him under the terms
of the Plan and shall not be considered as segregating any
funds or property from any other funds or property contained
in the commingled fund.
ARTICLE XI.
PARTICIPATING ENTITIES
11.1 DESIGNATION OF PARTICIPATING ENTITIES.
(a) The Committee may designate any Employer as eligible to
participate in the Plan by written instrument delivered to the
Company and the designated entity. Such written instrument
shall specify the effective date of such designated
participation, may incorporate specific provisions relating to
the operation of the Plan that apply to the designated entity
only, and shall become, as to such designated entity and its
employees, a part of the Plan. Each designated Employer shall
be conclusively presumed to have consented to its designation
and to have agreed to be bound by the
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terms of the Plan and any and all amendments thereto upon its
submission of information to the Committee required by the
terms of or with respect to the Plan; provided, however, that
the terms of the Plan may be amended so as to increase the
obligations of an entity only with the consent of such entity,
which consent shall be conclusively presumed to have been
given by such entity upon its submission, after receipt of
notice of any such amendment, of any information to the
Committee required by the terms of or with respect to the
Plan.
(b) Except as modified by the Committee in the written instrument
described in Subsection (a) above, the provisions of this Plan
shall be applicable with respect to each participating entity
separately, and amounts payable hereunder for or on behalf of
a Participant shall be paid by the participating entity that
employs such Participant.