Dell 2007 Annual Report Download - page 224

C. Effect of Termination During Leave — If your Employment is terminated during the leave of absence the Options will expire in accordance with the terms
stated under "Expiration" above.
6. Return of Option Proceeds — By accepting this award, you agree that if the Company determines that you engaged in Conduct Detrimental to the
Company during your Employment or during the one-year period following the termination of your Employment you shall be required to repay to the
Company, in cash and upon demand, the Option Proceeds (as defined below) resulting from any exercise of Options occurring after the termination of your
Employment or during the twelve-month period preceding the termination of your Employment. The term "Option Proceeds" means, with respect to any
exercise of Options, an amount equal to the number of Options exercised multiplied by the difference between the market value per share of the Company's
common stock at the time of such exercise and the Exercise Price. You understand and agree that the return of Option Proceeds 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 venturer 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 during the 12-month period 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 return of certain Option Proceeds 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.
7. 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, you may not exercise Options during
an applicable Restricted Period unless such exercise 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.
8. Transferability — The Options 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 Options are transferable by will or the laws of descent and distribution.
(b) The Options 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 Option 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 Options may be transferred under a domestic relations order in settlement of marital property rights.
9. Rights as a Stockholder — You will have no rights as a stockholder with respect to shares that may be purchased upon exercise of Options until you have
exercised the Options and those shares are registered in your name on the books of the Company's transfer agent. You may at any time obtain a copy of the
prospectus related to your purchase of Dell common stock pursuant to this option award agreement by accessing the prospectus at http://inside.us.dell.com/
legal/corporate.htm. Additionally, you may request a copy of the prospectus free of charge from the Company by contacting Stock Option Administration in
writing at Stock Option Administration, One Dell Way, Mail Stop 8038, Round Rock, Texas 78682, [phone] or e-mail Stock_Option_Administrator
@dell.com.