Dell 2003 Annual Report Download - page 161

Download and view the complete annual report

Please find page 161 of the 2003 Dell annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 174

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174

9.2 Term, Vacancies, Resignation, and Removal. Each member of the Committee shall serve until he resigns, dies, or is removed by the Directors. At any
time during his term of office, a member of the Committee may resign by giving written notice to the Directors and the Committee, such resignation to
become effective upon the appointment of a substitute member or, if earlier, the lapse of thirty days after such notice is given as herein provided. At any
time during his term of office, and for any reason, a member of the Committee may be removed by the Directors with or without cause, and the Directors
may in their discretion fill any vacancy that may result therefrom. Any member of the Committee who is an employee of the Company shall automatically
cease to be a member of the Committee as of the date he ceases to be employed by the Company and its Affiliates.
9.3 Self-Interest of Committee Members. No member of the Committee shall have any right to vote or decide upon any matter relating solely to himself
under the Plan (including, without limitation, Committee decisions under Article II) or to vote in any case in which his individual right to claim any benefit
under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act and the remaining members cannot agree, the
Directors shall appoint a temporary substitute member to exercise all the powers of the disqualified member concerning the matter in which he is
disqualified.
9.4 Committee Powers and Duties. The Committee shall administer and enforce the Plan according to the terms and provisions hereof and shall have all
powers necessary to accomplish these purposes, including, but not by way of limitation, the complete and absolute discretion to construe all provisions of
the Plan and make all factual determinations and the right, power, authority, and duty:
(a) To make rules, regulations, and bylaws for the administration of the Plan that are not inconsistent with the terms and provisions hereof, and to enforce
the terms of the Plan and the rules and regulations promulgated thereunder by the Committee;
(b) To construe in its sole discretion all terms, provisions, conditions, and limitations of the Plan;
(c) To correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan in such manner and to such extent as it
shall deem in its discretion expedient to effectuate the purposes of the Plan;
(d) To employ and compensate such accountants, attorneys, investment advisors, and other agents, employees, and independent contractors as the
Committee may deem necessary or advisable for the proper and efficient administration of the Plan;
(e) To determine in its sole discretion all questions relating to eligibility;
(f) To establish or designate Investment Funds as provided in Article V;
(g) To determine whether and when there has been a termination of a Participant's employment with the Company and its Affiliates, and the reason for
such termination; -18-