Dell 2008 Annual Report Download - page 181

may be suspended or terminated by the Company at any time; (b) the grant of Units is a one-time benefit that does not create any contractual or other right to
receive future grants of Units, or benefits in lieu of Units; (c) all determinations with respect to future grants, if any, including the grant date, the number of
Units granted and the vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Units 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) Units 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 grant of an equity interest in the Company 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 described in Paragraph 7 (Return of Share Value) above are
designed to protect the Company and its stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of
Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; (i) the future value of the Units is
unknown and cannot be predicted with certainty; and (j) you understand, acknowledge and agree that you will have no rights to compensation or damages
related to Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.
14. Data Privacy Consent — As a condition of the grant of the Units, 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, any ownership interests or directorships held in the Company or its
Subsidiaries and details of all Units, Shares, stock options or other equity awards awarded or cancelled ("Data"). You further understand that the Company
and its Subsidiaries will transfer Data among 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.
15. 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).
16. 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 Units that have not vested as described above will expire at that time and you agree to return to the Company an amount of cash equal to
the Fair Market Value (as defined in the Plan) of all Shares theretofore issued to you pursuant to this Agreement, determined as of the date such Shares were
issued.
17. Acceptance of Terms and Conditions — This award will not be effective and you may not take action with respect to the Units or the Shares until you
have acknowledged and agreed to the terms and conditions set forth herein in the manner prescribed by the Company. Failure to accept your grant prior to the
first vesting date will result in cancellation of your award. 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/ Craig A. Briscoe
Craig A. Briscoe, VP, Global HR Operations