Dell 2002 Annual Report Download - page 73

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cast 20% or more of the total number of votes generally
entitled to be cast in the election of directors (or persons
performing comparable functions) of such entity or enterprise
shall be deemed to constitute "control" for purposes of this
definition.
(d) "DISINTERESTED DIRECTOR" shall mean a director of the Company
who is not and was not a party to the Claim with respect to
which indemnification is sought by Indemnitee.
(e) "EXPENSES" shall mean all costs, expenses (including
attorneys' and experts' fees and expenses) and obligations
paid or incurred in connection with investigating, defending
(including affirmative defenses and counterclaims), being a
witness in or participating in (including on appeal), or
preparing to investigate, defend, be a witness in or
participate in (including on appeal), any Claim relating to an
Indemnifiable Claim.
(f) "INDEMNIFIABLE CLAIM" shall mean any Claim based upon, arising
out of or resulting from any of the following:
(i) Any actual, alleged or suspected act or failure to
act by Indemnitee in his or her capacity as a
director of the Company or as a director, officer,
employee, member, manager, trustee, fiduciary or
agent of any other corporation, limited liability
company, partnership, joint venture, employee benefit
plan, trust or other entity or enterprise, whether or
not for profit, as to which Indemnitee is or was
serving at the request of the Company as a director,
officer, employee, member, manager, trustee or agent;
(ii) Any actual, alleged or suspected act or failure to
act by Indemnitee with respect to any business,
transaction, communication, filing, disclosure or
other activity of the Company or any other entity or
enterprise referred to in clause (i) of this Section
1(f); or
(iii) Indemnitee's status as a current or former director
of the Company or as a current or former director,
officer, employee, member, manager, trustee,
fiduciary or agent of the Company or any other entity
or enterprise referred to in clause (i) of this
Section 1(f) or any actual, alleged or suspected act
or failure to act by Indemnitee in connection with
any obligation or restriction imposed upon Indemnitee
by reason of such status.
In addition to any service at the actual request of the
Company, for purposes of this Agreement, Indemnitee shall be
deemed to be serving or to have served at the request of the
Company as a director, officer, employee, member, manager,
trustee, fiduciary or agent of another entity or enterprise if
Indemnitee is or was serving as a director, officer, employee,
member, manager, trustee, fiduciary or employee of such entity
or enterprise and (A) such entity or enterprise is or at the
time of such service was a Controlled Affiliate, (B) such
entity or enterprise is or at the time of such service was an
employee benefit plan (or related trust) sponsored or
maintained by the Company or a Controlled Affiliate or (C) the
Company or a Controlled Affiliate directly or indirectly
caused Indemnitee to be nominated, elected, appointed,
designated, employed, engaged or selected to serve in such
capacity.
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