Dell 2008 Annual Report Download - page 113
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DELL INC.
DEFERRED COMPENSATION PLAN
Dell Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby restates the Dell Computer Corporation
Deferred Compensation Plan, to be retitled as the Dell Inc. Deferred Compensation Plan (the "Plan"), such restatement to be effective as of January 1, 2005,
except as otherwise provided herein;
W I T N E S S E T H:
WHEREAS, the Company wishes to promote in certain of its highly compensated employees, and those of its affiliates, the strongest interest in the
successful operation of the business and increased efficiency in their work, to align the financial interests of such employees with those of Company
shareholders and to provide an opportunity for accumulation of funds for their retirement; and
WHEREAS, the Plan was initially adopted effective May 1, 1991, and previously has been amended and restated effective as of April 1, 1996, January 1,
1999, January 1, 2001, and January 1, 2002; and
WHEREAS, it is intended that the Plan be "unfunded" for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
not be construed to provide income to any participant or beneficiary under the Internal Revenue Code of 1986, as amended (the "Code") prior to actual receipt
of benefits hereunder;
WHEREAS, the Plan's terms for the period between May 1, 1991 and December 31, 2004 have been documented under the terms of the prior plan
documents, summary plan descriptions, administrative forms, administrative rules, summaries and other documentation as have been previously used by the
Company and the Committee to administer the Plan, which terms are expressly intended to continue to apply to all Grandfathered Benefits (defined below);
and
WHEREAS, the Company desires to amend and restate the Plan, effective January 1, 2005, except as otherwise provided herein, to revise the Plan's terms
to satisfy the applicable requirements of Code Section 409A with regard to amounts that are not classified as Grandfathered Benefits and intends that the Plan
be interpreted and administered in accordance with Code Section 409A and any guidance issued thereunder; and
NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of January 1, 2005, except as otherwise
indicated herein: -1-