Dell 2007 Annual Report Download - page 225

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 from your Employer upon request.
11. Notice —You agree that notices may be given to you in writing either at your home address as shown in the records of the Company or your Employer, or
by electronic transmission (including e-mail or reference to a website or other URL) sent to you through the Company's normal process for communicating
electronically with its employees.
12. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation — By accepting this Agreement and the grant of the Options
evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time;
(b) the grant of Options is a one-time benefit that does not create any contractual or other right to receive future grants of Options, or benefits in lieu of
Options; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price and the
exercise date or dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options is an
extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from
such employment contract or its consequences ; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for
calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments, and you waive any claim on such basis; (g) the vesting of Options ceases upon termination of Employment for any reason except as may otherwise
be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of
options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company's need (on behalf of itself and its
stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to
protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options
will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds
in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.
13. Data Privacy Consent — As a condition of the grant of the Shares, you consent to the collection, use and transfer of personal data as described in this
paragraph. You understand that the Company and its Subsidiaries hold certain personal information about you, including your name, home address and
telephone number, date of birth, social security number, salary, nationality, job title, ownership interests or directorships held in the Company or its
Subsidiaries, and details of all stock options or other equity awards or other entitlements to shares of common stock awarded, cancelled, exercised, vested or
unvested ("Data"). You further understand that the Company and its Subsidiaries will transfer Data amongst themselves as necessary for the purposes of
implementation, administration and management of your participation in the Plan, and that the Company and any of its Subsidiaries may each further transfer
Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may
be located in the European Economic Area or elsewhere, such as the United States. You authorize them to receive, possess, use, retain and transfer such Data
as may be required for the administration of the Plan or the subsequent holding of shares of common stock on your behalf, in electronic or other form, for the
purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer to a broker or other third party with
whom you may elect to deposit any shares of common stock acquired under the Plan. You understand that you may, at any time, view such Data or require
any necessary amendments to it.
14. Governing Law and Venue — This Agreement and the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware,
United States of America. The venue for any and all disputes arising out of or in connection with this Agreement shall be New Castle, County, Delaware,
United States of America, and the courts sitting exclusively in New Castle County, Delaware, United States of America shall have exclusive jurisdiction to
adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including the defense
of inconvenient forum).
15. Effect of Invalid Provisions — If any of the promises, terms or conditions set forth herein are determined by a court of competent jurisdiction to be
unenforceable, any Options that have not vested as described above will expire at that time and you agree to return to the Company all Option Proceeds that
you have obtained pursuant to this agreement.
16. Acceptance of Terms and Conditions —This award will not be effective and you may not take action with respect to the Options until you have
acknowledged and agreed to the terms and conditions set forth herein in the manner prescribed by the Company. You should print a copy of this award and
your Grant Summary for your records.
Awarded subject to the terms and conditions stated above:
DELL INC.
By: /s/ Dominick DiCosimo
Dominick DiCosimo, VP, Global HR Operations