Dell 2008 Annual Report Download - page 144

the designated Employer only, and shall become, as to such designated Employer and its employees, a part of the Plan. Each designated
Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and any
and all amendments thereto upon its submission of information to the Committee required by the terms of or with respect to the Plan; provided,
however, that the terms of the Plan may be amended so as to increase the obligations of an Employer only with the consent of such Employer,
which consent shall be conclusively presumed to have been given by such Employer upon its submission, after receipt of notice of any such
amendment, of any information to the Committee required by the terms of or with respect to the Plan.
(b) Except as modified by the Committee in the written instrument described in Subsection (a) above, the provisions of this Plan shall be applicable
with respect to each Participating Employer separately, and amounts payable hereunder for or on behalf of a Participant shall be paid by the
Participating Employer that employs such Participant.
(c) Any Participating Employer may, by appropriate action of its officers without the need for approval of its board of directors or noncorporate
counterpart or the Committee, the Company, or the Directors, terminate its participation in the Plan. Moreover, the Committee may, in its
discretion, terminate a Participating Employer's participation in the Plan at any time by giving written notice to such Participating Employer and
the Company.
ARTICLE XIII.
MISCELLANEOUS
13.1 Not Contract of Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract between the Company and any person
or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the
employ of the Company or to restrict the right of the Company to discharge any person at any time, nor shall the Plan be deemed to give the Company
the right to require any person to remain in the employ of the Company or to restrict any person's right to terminate his employment at any time.
13.2 Alienation of Interest Forbidden. The interest of a Participant or his beneficiary or beneficiaries hereunder may not be sold, transferred, assigned, or
encumbered in any manner, either voluntarily or involuntarily, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void, nor shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements, or torts
of any person to whom such benefits or funds are payable, nor shall they be an asset in bankruptcy or subject to garnishment, attachment, or other legal
or equitable proceedings. The preceding notwithstanding, the Committee shall comply with the terms and provisions of a QDRO as defined in ERISA
Section 206(d).
13.3 Withholding. All Compensation Deferrals, Company Credits, and benefit payments provided for hereunder shall be subject to applicable withholding
and other deductions as -32-