Dell 2002 Annual Report Download - page 76

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arising out of or resulting from such Indemnifiable Claim in
accordance with Section 2 and no Standard of Conduct
Determination (as defined in paragraph (b) below) shall be
required.
(b) To the extent that the provisions of Section 7(a) are
inapplicable to an Indemnifiable Claim that shall have been
finally disposed of, any determination of whether Indemnitee
has satisfied any applicable standard of conduct under
Delaware law that is a legally required condition precedent to
indemnification of Indemnitee hereunder against Indemnifiable
Losses relating to, arising out of or resulting from such
Indemnifiable Claim (a "STANDARD OF CONDUCT DETERMINATION")
shall be made as follows:
(i) If a Change of Control has not occurred, or if a
Change of Control has occurred but Indemnitee has
requested that the Standard of Conduct Determination
be made pursuant to this clause (i):
(A) By a majority vote of the Disinterested
Directors, even if less than a quorum of the
Board;
(B) If such Disinterested Directors so direct,
by a majority vote of a committee of
Disinterested Directors designated by a
majority vote of all Disinterested
Directors; or
(C) If there are no such Disinterested
Directors, by Independent Counsel in a
written opinion addressed to the Board, a
copy of which shall be delivered to
Indemnitee; and
(ii) If a Change of Control has occurred and Indemnitee
has not requested that the Standard of Conduct
Determination be made pursuant to clause (i) above,
by Independent Counsel in a written opinion addressed
to the Board, a copy of which shall be delivered to
Indemnitee.
Indemnitee will cooperate with the person or persons making
such Standard of Conduct Determination, including providing to
such person or persons, upon reasonable advance request, any
documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such
determination. The Company shall indemnify and hold harmless
Indemnitee against and, if requested by Indemnitee, shall
reimburse Indemnitee for, or advance to Indemnitee, within
five business days of such request, any and all costs and
expenses (including attorneys' and experts' fees and expenses)
incurred by Indemnitee in so cooperating with the person
making such Standard of Conduct Determination.
(c) The Company shall use its reasonable best efforts to cause any
Standard of Conduct Determination required under Section 7(b)
to be made as promptly as practicable. If (i) the person or
persons empowered or selected under Section 7(b) to make the
Standard of Conduct Determination shall not have made a
determination within 30 days after the later of (A) receipt by
the Company of written notice from Indemnitee advising the
Company of the final disposition of the applicable
Indemnifiable Claim (the date of such receipt being the
"NOTIFICATION DATE") and (B) the selection of an Independent
Counsel, if such determination is to be made by Independent
Counsel, that is
7