Dell 2007 Annual Report Download - page 220

Exhibit 10.17
EO Performance Based SU — Executive Officer
Amended & Restated 2002 Plan
DELL INC.
Performance Based Stock Unit Agreement
Dell Inc., a Delaware corporation (the "Company"), is pleased to grant you units representing the right to receive shares of the Company's common stock (the
"Shares"), subject to the terms and conditions described below. The target number of units that may be awarded to you (the "Target") is stated in step one of
the Stock Plan Administrator's online grant acceptance process ("Grant Summary"). The number of units awarded to you (the "Units") will be determined on
the last day of each Fiscal Year during the Performance Period. Each Unit represents the right to receive one Share. As a material inducement to the Company
to grant you this award, you agree to the following terms and conditions. You agree that you are not otherwise entitled to this award, that the Company is
providing you this award in consideration for your promises and agreements below, and that the Company would not grant you this award absent those
promises and agreements. This Stock Unit Agreement, the Grant Summary, and the Company's Amended and Restated 2002 Long-Term (Incentive Plan (the
"Plan") set forth the terms of your Units identified in your Grant Summary.
1. Performance Based Units - The Target represents the number of Units you have the opportunity to receive based on the Company's attainment of its annual
performance goals. A portion of the Units will be awarded to you as soon as administratively feasible following each Fiscal Year during the Performance
Period; the actual number of Units you receive will range from 80% to 120% of one third of the Target Units for the Performance Period, which will be
determined by the Company in its sole discretion. You will be notified of the annual performance goals and the number of Units awarded to you if those goals
are attained through separate written communications. Notwithstanding the preceding paragraph, if your employment is terminated during the Performance
Period by reason of your death or Permanent Disability (as defined below), the number of units awarded to you will be the Target Units for the Performance
Period.
2. Vesting —The Company will issue you one Share for each vested Unit to be delivered on the vesting date or as soon as administratively practicable
thereafter. The Units will vest, and you will receive Shares, in accordance with the schedule in your Grant Summary.
Notwithstanding the foregoing schedule, the Company, with the approval of the Chief Executive Officer and upon written notice to you, may defer the vesting
with respect to all or any portion of the Units to any date that is not more than ten years after the Date of Grant stated in your Grant Summary.
3. Expiration — If your Employment (as defined below) terminates for any reason other than your death or "Permanent Disability" (as defined in the Plan
described below), any Units that have not vested as described above will expire at that time.
If your Employment is terminated by reason of your death or Permanent Disability, all Units will vest immediately and automatically upon such termination
of Employment.
As used herein, the term "Employment" means your regular full-time or part-time employment with the Company or any of its Subsidiaries, and the term
"Employer" means the Company (if you are employed by the Company) or the Subsidiary of the Company that employs you.
4. Rights as a Stockholder — You will have no rights as a stockholder with respect to Shares that may be received by you pursuant to this Agreement until
those Shares are issued and registered in your name on the books of the Company's transfer agent. You will have no rights to receive dividend equivalent
payments with respect to Shares that may be received by you pursuant to this Agreement. Units granted to you will be satisfied wholly through the issuance
and delivery of Shares.
5. Agreement With Respect to Taxes — You must pay any taxes that are required to be withheld by the Company or your Employer. You may pay such
amounts in cash or make other arrangements satisfactory to the Company or your Employer for the payment of such amounts. You agree the Company or
your Employer, at its sole discretion and to the fullest extent permitted by law, shall have the right to demand that you pay such amounts in cash, deduct such
amounts from any payments of any kind otherwise due to you, or withhold from Shares to which you would otherwise be entitled the number of Shares
having an aggregate market value at that time equal to the amount you owe. In the event the Company, in its sole discretion, determines that your tax
obligations will not be satisfied under the methods described in this paragraph, you authorize the Company or the Company's Stock Plan Administrator to sell
a number of Shares that are issued under the Units, which the Company determines as having at least the market value sufficient to meet the tax withholding
obligations plus additional Shares to account for rounding and market fluctuations and pay such tax withholding to the Company. The shares may be sold as
part of a block trade with other participants and all participants receive an average price.
You agree that, subject to compliance with applicable law, the Company and/or your Employer may recover from you taxes which may be payable by the
Company and/or your Employer in any jurisdiction in relation to this award. You agree that the Company and/or your Employer shall be entitled to use
whatever method they may deem appropriate to recover such taxes including the sale of any Shares, paying you a net amount of shares (or cash), recovering
the taxes via payroll and direct invoicing. You further agree that the Company and/or your Employer may, as it reasonably considers necessary, amend or vary
this agreement to facilitate such recovery of taxes.
6. Leaves of Absence — If you take a leave of absence from active Employment that has been approved by the Company or your Employer or is one to which
you are legally entitled regardless of such approval, the following provisions will apply:
A. Vesting During Leave — Notwithstanding the vesting schedule set forth above, no Units will vest during a leave of absence other than an approved
employee medical, FMLA or military leave. Notwithstanding the preceding, vesting shall not be deferred for any approved leave of absence of less than
30 days. The vesting that would have otherwise occurred during a leave of absence other than an approved employee medical, FMLA or military leave will be
deferred by the number of days you are on a leave of absence. For example, if your Units are scheduled to vest on August 1, 2007 through August 1, 2011,
and you are on a 40-day leave of absence, the dates on which the vesting occurs will be deferred to September 10, 2007 through September 10, 2011.