Dell 2002 Annual Report Download - page 71

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1. CERTAIN DEFINITIONS -- In addition to terms defined elsewhere herein,
the following terms shall have the respective meanings indicated below
when used in this Agreement:
(a) "CHANGE OF CONTROL" shall mean the occurrence of any of the
following events:
(i) The acquisition after the date of this Agreement by
any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "EXCHANGE ACT")) (a
"PERSON") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of
15% or more of either the then outstanding shares of
common stock of the Company (the "OUTSTANDING COMPANY
COMMON STOCK") or the combined voting power of the
then outstanding voting securities of the Company
entitled to vote generally in the election of
directors (the "OUTSTANDING COMPANY VOTING
SECURITIES"); provided, however, that for purposes of
this paragraph (i), the following acquisitions shall
not constitute a Change of Control:
(A) Any acquisition directly from the Company or
any Subsidiary of the Company;
(B) Any acquisition by the Company or any
Subsidiary of the Company;
(C) Any acquisition by any employee benefit plan
(or related trust) sponsored or maintained
by the Company or any Subsidiary of the
Company;
(D) Any acquisition by Mr. Michael S. Dell, his
Affiliates or Associates (as such terms are
defined in Rule 12b-2 promulgated under the
Exchange Act), his heirs or any trust or
foundation to which he has transferred or
may transfer Outstanding Company Common
Stock or Outstanding Company Voting
Securities; or
(E) Any acquisition by any entity or its
security holders pursuant to a transaction
that complies with clauses (A), (B), and (C)
of paragraph (iii) below;
(ii) Individuals who, as of the date of this Agreement,
constitute the Board (collectively, the "INCUMBENT
DIRECTORS") cease for any reason to constitute at
least a majority of the Board; provided, however,
that any individual who becomes a director of the
Company subsequent to the date of this Agreement and
whose election or appointment by the Board or
nomination for election by the Company's stockholders
was approved by a vote of at least a majority of the
then Incumbent Directors, shall be considered as an
Incumbent Director, unless such individual's initial
assumption of office occurs as a result of an actual
or threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board;
2