Dell 2008 Annual Report Download - page 172

Exhibit 10.21
DELL INC.
Performance Based Stock Unit Agreement
Dell Inc., a Delaware corporation (the "Company"), is pleased to grant you units representing the right to receive shares of the Company's common stock (the
"Shares"), subject to the terms and conditions described below. The target number of units that may be awarded to you (the "Target") is stated in step one of
the Stock Plan Administrator's online grant acceptance process ("Grant Summary"). The number of units awarded to you (the "Units") will be determined at
the end of the Performance Period, which begins in fiscal year 2010 and ends in fiscal year 2012 , based on (i) the number of Units you have earned on the last
day of each of the Company's Fiscal Years during the Performance Period (your "Earned Units"), and (ii) the modifier applied to the number of Earned Units
based on the Company's attainment of a long term performance goal (the "Three Year Performance Goal"). Each Unit represents the right to receive one
Share. As a material inducement to the Company to grant you this award, you agree to the following terms and conditions. You agree that you are not
otherwise entitled to this award, that the Company is providing you this award in consideration for your promises and agreements below, and that the
Company would not grant you this award absent those promises and agreements. This Stock Unit Agreement, the Grant Summary, and the Company's
Amended and Restated 2002 Long-Term Incentive Plan (the "Plan") set forth the terms of your Units identified in your Grant Summary.
1. Performance Based Units — The Target represents the number of Units you have the opportunity to receive based on the Company's attainment of its
annual performance goals. On an annual basis during the Performance Period, a portion of the Units will be awarded to you as soon as administratively
feasible following each Fiscal Year during the Performance Period and will be treated as Earned Units; the actual number of Units you receive will range from
80% to 120% of one third of the Target Units for the Performance Period, as listed on your Grant Summary, which will be determined by the Company in its
sole discretion. You will be notified of the annual performance goals and the number of Earned Units awarded to you for each Fiscal Year if those goals are
attained through separate written communications. Your Earned Units for each Fiscal Year during the Performance Period will accumulate until the end of the
Performance Period. As of the last day of the Performance Period, the Company will increase or decrease your number of Earned Units based on the
Company's attainment of the Three Year Performance Goal by multiplying your accumulated Earned Units by 50% to 150%. Notwithstanding the preceding,
if your employment is terminated during the Performance Period by reason of your death or Permanent Disability (as defined below), the number of Earned
Units awarded to you will be the Target Units for the Performance Period, determined without application of the performance modifier for the Three Year
Performance Goal.
2. Vesting —The Company will issue you one Share for each vested Earned Unit to be delivered on the vesting date or as soon as administratively practicable
thereafter. Your Earned Units will vest, and you will receive Shares, in accordance with the schedule in your Grant Summary.
3. Expiration — If your Employment (as defined below) terminates for any reason other than your death or "Permanent Disability" (as defined in the Plan
described below), any Earned Units that have not vested as described above will expire at that time.
If your Employment is terminated by reason of your death or Permanent Disability, all Earned Units will vest immediately and automatically upon such
termination of Employment.
As used herein, the term "Employment" means your regular full-time or part-time employment with the Company or any of its Subsidiaries, and the term
"Employer" means the Company (if you are employed by the Company) or the Subsidiary of the Company that employs you.
4. Rights as a Stockholder — You will have no rights as a stockholder with respect to Shares that may be received by you pursuant to this Agreement until
those Shares are issued and registered in your name on the books of the Company's transfer agent. You will have no rights to receive dividend equivalent
payments with respect to Shares that may be received by you pursuant to this Agreement. Units granted to you will be satisfied wholly through the issuance
and delivery of Shares.
5. Agreement With Respect to Taxes — You must pay any taxes that are required to be withheld by the Company or your Employer. You may pay such
amounts in cash or make other arrangements satisfactory to the Company or your Employer for the payment of such amounts. You agree the Company or
your Employer, at its sole discretion and to the fullest extent permitted by law, shall have the right to demand that you pay such amounts in cash, deduct such
amounts from any payments of any kind otherwise due to you, or withhold from Shares to which you would otherwise be entitled the number of Shares
having an aggregate market value at that time equal to the amount you owe. In the event the Company, in its sole discretion, determines that your tax
obligations will not be satisfied under the methods described in this paragraph, you authorize the Company or the Company's Stock Plan Administrator to sell
a number of Shares that are issued under the Units, which the Company determines as having at least the market value sufficient to meet the tax withholding
obligations plus additional Shares to account for rounding and market fluctuations and pay such tax withholding to the Company. The shares may be sold as
part of a block trade with other participants and all participants receive an average price.
You agree that, subject to compliance with applicable law, the Company or your Employer may recover from you taxes which may be payable by the
Company or your Employer in any jurisdiction in relation to this award. You agree that the Company or your Employer shall be entitled to use whatever
method they may deem appropriate to recover such taxes including the sale of any Shares, paying you a net amount of shares (or cash), recovering the taxes
via payroll and direct invoicing. You further agree that the Company or your Employer may, as it reasonably considers necessary, amend or vary this
agreement to facilitate such recovery of taxes.