Dell 2003 Annual Report Download - page 146

stock and outstanding voting securities of Dell Computer Corporation immediately prior to such Business Combination beneficially own, directly
or indirectly, immediately following such Business Combination more than 60% of the then outstanding shares of common stock and more than
60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Dell Computer
Corporation or all or substantially all of Dell Computer Corporation's assets either directly or through one or more subsidiaries), (ii) no person
(excluding any employee benefit plan (or related trust) of Dell Computer Corporation, such corporation resulting from such Business Combination,
and Michael Dell) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation
resulting from such Business Combination or 20% or more of the combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board (as later defined) at the
time of the execution of the initial agreement, or of the action of the Directors, providing for such Business Combination; or
(d) Approval by the stockholders of Dell Computer Corporation of a complete liquidation or dissolution of Dell Computer Corporation.
For purposes of this Section, "Incumbent Board" shall mean the individuals who, as of the Effective Date, constitute the Directors; provided, however,
that any individual becoming a Director, subsequent to such date whose election, or nomination for election by Dell Computer Corporation's
stockholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose 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 Directors.
(9) Code: The Internal Revenue Code of 1986, as amended from time to time.
(10) Committee: The administrative committee appointed by the Directors to administer the Plan.
(11) Company: Dell Computer Corporation, a corporation organized and existing under the laws of the State of Delaware, or its successor or successors
(12) Company Credits: The amount, if any, credited to a Participant's Company Credits Account pursuant to Section 3.2.
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