Dell 2003 Annual Report Download - page 145

(3) Base Salary: A Participant's gross base salary payable in the ordinary course of business under the Company's payroll system and not any periodic
bonuses.
(4) Base Salary Deferrals: Base Salary deferred by a Participant pursuant to Section 3.1.
(5) Bonus: The Annual Incentive Compensation Bonus, if any, paid in cash by the Company to or for the benefit of a Participant for services rendered or
labor performed while a Participant. For purposes of this Plan, the term Bonus expressly excludes any bonuses received under any other compensation
or bonus plan sponsored by the Company.
(6) Bonus Deferrals: Bonus deferred by a Participant pursuant to Section 3.1.
(7) Bonus Year: The period ending on the last day of each fiscal year; provided, however, that the Bonus Year may be changed by the Committee to
reflect the twelve month period used by the Company under the Annual Incentive Compensation Bonus program for each group of Eligible
Employees hereunder, if any.
(8) Change of Control: The earliest to occur of any of the following:
(a) The acquisition by any person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934
("Exchange Act")) of 20% or more of either (i) the then outstanding shares of stock or (ii) the combined voting power of the then outstanding
voting securities of Dell Computer Corporation; provided, however, that for purposes of this Paragraph (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from Dell Computer Corporation, (ii) any acquisition by Dell Computer Corporation,
(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Dell Computer Corporation or any corporation
controlled by Dell Computer Corporation, (iv) any acquisition by Mr. Michael S. Dell, his "affiliates" (as defined in Rule 12b-2 promulgated under
the Exchange Act) or "associates" (as 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 stock (collectively, "Michael Dell"), or (v) any acquisition by any corporation pursuant to a transaction which
complies with clauses (1), (2), and (3) of Paragraph (c) of this Section 1.1(6); or
(b) Individuals who constitute the Incumbent Board (as later defined) cease for any reason to constitute at least a majority of the Directors; or
(c) Approval by the stockholders of Dell Computer Corporation of a reorganization, merger, or consolidation, or sale or other disposition of all or
substantially all of the assets of Dell Computer Corporation, or the acquisition of assets of another corporation (a "Business Combination"), unless
following such Business Combination (i) all or substantially all of the persons who were the beneficial owners, respectively, of the outstanding
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