Dell 2007 Annual Report Download - page 221

B. Effect of Termination During Leave — If your Employment is terminated during the leave of absence, the Units will expire or vest in accordance with the
terms stated in Paragraph 3 (Expiration) above.
7. Return of Share Value — By accepting this award, you agree that if the Company determines that you engaged in "Conduct Detrimental to the Company"
(as defined below) during your Employment or during the one-year period following the termination of your Employment, you shall be required, upon
demand, to return to the Company, in the form of a cash payment, certain share value ("Returnable Share Value"). For purposes of this provision, "Returnable
Share Value" means a cash amount equal to the gross value of the Shares that were issued to you pursuant to this Agreement during the two-year period
preceding the termination of your Employment, determined as of the date such Shares were issued to you and using the Fair Market Value (as defined in the
Plan) of Dell stock on that date. You understand and agree that the repayment of the Returnable Share Value is in addition to and separate from any other
relief available to the Company due to your Conduct Detrimental to the Company.
For purposes of this Agreement, you will be considered to have engaged in "Conduct Detrimental to the Company" if:
(1) you engage in serious misconduct (whether or not such serious misconduct is discovered by the Company prior to the termination of your Employment);
(2) you breach your obligations to the Company with respect to confidential and proprietary information or trade secrets or breach any agreement between you
and Dell relating to confidential and proprietary information or trade secrets;
(3) you compete with the Company (as described below); or
(4) you solicit the Company's employees (as described below).
For purposes of this provision, you shall be deemed to "compete" with the Company if you, directly or indirectly:
• Are a principal, owner, officer, director, shareholder or other equity owner (other than a holder of less than 5% of the outstanding shares or other equity
interests of a publicly traded company) of a Direct Competitor (as defined below);
• Are a partner or joint venture in any business or other enterprise or undertaking with a Direct Competitor; or
• Serve or perform work (including consulting or advisory services) for a Direct Competitor that is similar in a material way to the work you performed
for the Company in the twelve months preceding the termination of your Employment.
You understand and agree that this provision does not prohibit you from competing with the Company but only requires repayment of Returnable Share Value
in the event of such competition.
For purposes of this provision, a "Company's employee" means any person employed by the Company or any of its Subsidiaries and "solicit the Company's
employees" means that you communicate in any way with any other person regarding (a) a Company Employee leaving the employ of the Company or any of
its Subsidiaries; or (b) a Company Employee seeking employments with any other employer. This provision does not apply to those communications that are
within the scope of your Employment that are taken on behalf of your Employer.
The term "Direct Competitor" means any entity, or other business concern that offers or plans to offer products or services that are materially competitive with
any of the products or services being manufactured, offered, marketed, or are actively developed by Dell as of the date your employment with Dell ends. By
way of illustration, and not by limitation, at the time of execution of this Agreement, the following companies are currently Direct Competitors: Hewlett-
Packard, Lenovo, IBM, Gateway, Apple, Acer, CDW, EDS, EMC, Software House International, Insight (Software Spectrum), Softchoice, and Digital River.
You understand and agree that the foregoing list of Direct Competitors represents a current list of Dell Direct Competitors as of the date of execution of this
Agreement and that other entities may become Direct Competitors in the future.
8. Transferability — The Units are not transferable except as described in this Paragraph, and the provisions of this Paragraph shall apply notwithstanding
any other provision herein to the contrary.
(a) The Units are transferable by will or the laws of descent and distribution.
(b) The Units may be transferred to (1) one or more "Family Members" (as defined below), (2) a trust in which you or Family Members own more than
50% of the beneficial interests, (3) a foundation in which you or Family Members control the management of assets or (4) any other entity in which you or
Family Members own more than 50% of the voting interests; provided, however, that in any case, (A) the transfer is by way of gift or is otherwise a donative
transfer or, in the case of a transfer to an entity, the transfer is made in exchange for an interest in the entity and (B) the transferee expressly acknowledges
that the terms and provisions of this Agreement will continue to apply to the Unit in the hands of the transferee. For purpose of this provision, the term
"Family Member" shall mean your spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships) or any person sharing your household (other than
a tenant or employee). Notwithstanding the provisions of this subparagraph (b), any transfer described herein must be made in compliance with such
procedural rules and regulations (including those pertaining to the timing of transfers) as are established from time to time by the Committee.
(c) The Units may be transferred under a domestic relations order in settlement of marital property rights.
9. Trading Restrictions —The Company may establish periods from time to time during which your ability to engage in transactions involving the Company's
stock is subject to specified restrictions (" Restricted Periods"). Notwithstanding any other provisions herein, Units will not vest, and Shares will not be
issued, during an applicable Restricted Period and the applicable period during which Units vest shall be extended until the end of such Restricted Period,
unless such vesting is specifically permitted by the Company (in its sole discretion). You may be subject to a Restricted Period for any reason that the
Company determines appropriate, including Restricted Periods generally applicable to employees or groups of employees or Restricted Periods applicable to
you during an investigation of allegations of misconduct or Conduct Detrimental to the Company by you.
10. Incorporation of Plan — This award is granted under the Plan and is governed by the terms of the Plan in addition to the terms and conditions stated
herein. All terms used herein with their initial letters capitalized shall have the meanings given them in the Plan unless otherwise defined herein. A copy of the
Plan is available upon request from the Company's Stock Option Administration Department. Shares of common stock that are issued pursuant to this
Agreement shall be made available from authorized but unissued shares.