Dell 2008 Annual Report Download - page 153
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(D) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
For purposes of this Subsection (1), "Incumbent Board" shall mean the individuals who, as of the Effective Date, constitute the Board of
Directors; provided, however, that any individual becoming a Director, subsequent to such date whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least a majority of the Board of Directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or
removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Directors.
(2) With Respect to 409A Benefits: With respect to 409A Benefits, the occurrence of any event or transaction constituting a "change in
ownership or effective control" within the meaning of Treasury Regulations or other Internal Revenue Service guidance promulgated
pursuant to Code Section 409A(a)(2)(A)(v). The occurrence of a Change of Control will be determined and certified by the Committee
strictly in accordance with the foregoing sentence; the Committee may not exercise discretion in applying the requirements of relevant
Internal Revenue Service guidance in the determination of the occurrence of a Change of Control. For purposes of this provision, the
following acquisitions of stock by the Company shall not constitute a Change of Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, (iv) any acquisition by Mr. Michael S. Dell.
(f) Code: The Internal Revenue Code of 1986, as amended from time to time.
(g) Committee: The Compensation Committee of the Board of Directors, which may act through its delegate.
(h) Company: Dell Inc., a corporation organized and existing under the laws of the State of Delaware, or its successor or successors.
(i) Deferral(s): A contribution by a Member pursuant to Section 2.2 of this Plan.
(j) Effective Date: January 1, 2005, except as otherwise provided herein. The Plan was originally effective with respect to the Company on May 20,
1994.
(k) ERISA: Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.
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