Dell 2010 Annual Report Download - page 133

EXHIBIT 10.27
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made and entered into, effective January 1, 2010, by and between Dell Inc., a
Delaware corporation (the "Company"), and ("Indemnitee").
Recitals
A. Competent and experienced persons are reluctant to serve or to continue to serve as directors or officers of corporations unless
they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out
of their service and activities as directors.
B. Uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for
corporations to attract and retain competent and experienced persons to serve as directors or officers.
C. The Board of Directors of the Company (the "Board") has determined that the continuation of present trends in litigation will
make it more difficult to attract and retain competent and experienced persons to serve as directors or officers of the Company and,
in some cases, of its subsidiaries, that this situation is detrimental to the best interests of the Company's stockholders and that the
Company should act to assure its directors and officers that there will be increased certainty of adequate protection in the future.
D. It is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify its directors and officers to
the fullest extent permitted by applicable law in order to induce them to serve or continue to serve as directors or officers of the
Company or its subsidiaries.
E. Indemnitee's willingness to continue to serve in his or her current capacity is predicated, in substantial part, upon the Company's
willingness to indemnify him or her to the fullest extent permitted by the laws of the State of Delaware and upon the other
undertakings set forth in this Agreement.
F. In recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure
Indemnitee's continued service, and to enhance Indemnitee's ability to serve the Company in an effective manner, and in order to
provide such protection pursuant to express contract rights (intended to be enforceable irrespective of any amendment to the
Company's Certificate of Incorporation or Bylaws (collectively, the "Constituent Documents"), any Change of Control (as
defined in Section 1(a)) or any change in the composition of the Board), the Company wishes to provide in this Agreement for the
indemnification of and the advancement of Expenses (as defined in Section 1(c)) to Indemnitee as set forth in this Agreement.
Now, therefore, for and in consideration of the foregoing premises, Indemnitee's agreement to continue to serve the Company in his or
her current capacity and the mutual covenants and agreements contained herein, the parties hereby agree as follows:
1. Certain Definitions — In addition to terms defined elsewhere herein, the following terms shall have the respective meanings
indicated below when used in this Agreement:
(a) "Change of Control" shall mean the occurrence of any of the following events:
(i) The acquisition after the date of this Agreement by any individual, entity or group (within the meaning of Section 13(d)
(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either the then outstanding
shares of common stock of the Company (the "Outstanding Company Common Stock") or the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes of this paragraph (i), the following
acquisitions shall not constitute a Change of Control:
(A) Any acquisition directly from the Company or any Controlled Affiliate of the Company;