Dell 2007 Annual Report Download - page 185

elected to liquidate a restricted portion of the Stock Fund. This sale of such Restricted Shares shall be made pursuant to the following steps;
(i) The Committee establish a procedure that will identify the portion of the Stock Fund which constitutes Restricted Shares. This
identification will be performed not less often than once each calendar quarter.
(ii) The Trustee shall sell all such Restricted Shares to the Company that are required to liquidate a portion of the Stock Fund as a result of a
Participant's direction. The effective date of such sale shall be the trading day immediately following the date the Participant elected to sell
an interest in the Stock Fund by a Participant shall occur on the trading date on which the Participant elects to sell some or all of his
interest in the Stock Fund (or, if the date the election is made is a date where trading in Company Stock does not occur, the immediately
following trading date).
(iii) The purchase price for the Restricted Shares sold under Paragraph (ii) above shall be not less than adequate consideration for such shares
of Company Stock on the date the purchase occurs. For this purpose, the "adequate consideration" shall be equal to the greater of (i) the
weighted average of the actual sales prices obtained by the Trust in connection with other sales of shares of Company Stock sold on the
NASDAQ exchange on the date the sale occurs, and (ii) the volume weighted average price for all shares of Dell's common stock sold on
the NASDAQ for such trading date.
(d) No purchase of shares of Company Stock shall be made unless the Company's common stock is then traded on the NASDAQ exchange.
13.4. Income and Expenses
(a) The dividends, capital gains distributions, and other earnings received on an Investment Fund that is specifically credited to a Participant's or
Former Participant's separate Individual Accounts under the Plan shall be allocated to such separate Individual Accounts and immediately
reinvested, to the extent practicable, in additional shares of such Investment Fund.
(b) Fees charged by the Trustee and other expenses of operating the Trust shall be paid by the Employers or, in the absence of such payments (which
are not obligatory), out of the general Trust assets and charged to the separate Individual Accounts of all Participants and Former Participants
under the Plan in the ratio that the fair market value of each such Individual Account bears to the total fair market value of all separate Individual
Accounts; provided, however, that such amounts shall be adjusted to reflect any revenue sharing payments received from an Investment Fund.
However, notwithstanding the above, any brokerage fees, commissions, taxes and other costs incurred by the Trust (and not reimbursed by the
Employer with respect to the purchase, sale, or distribution of Employer
45