Dell 2010 Annual Report Download - page 136

(i) "Losses" means any and all Expenses, damages (including punitive, exemplary and the multiplied portion of any damages),
losses, liabilities, judgments, payments, fines, penalties (whether civil, criminal or other), awards and amounts paid in
settlement (including all interest, assessments and other charges paid or incurred in connection with or with respect to any of
the foregoing).
2. Indemnification Obligation — Subject to Section 7, the Company shall indemnify, defend and hold harmless Indemnitee, to the
fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time
hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and
Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 21, Indemnitee shall not be entitled to
indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.
3. Advancement of Expenses — Indemnitee shall have the right to advancement by the Company prior to the final disposition of any
Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred
by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee's right to
such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the
foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but
without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay
such Expenses or (c) reimburse Indemnitee for such Expenses; provided, however, that Indemnitee shall repay, without interest, any
amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were
in excess of amounts paid or incurred by Indemnitee with respect to Expenses relating to, arising out of or resulting from such
Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, Indemnitee shall execute and deliver
to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee's ability to repay
the Expenses, by or on behalf of Indemnitee, to repay any amounts paid, advanced or reimbursed by the Company with respect to
Expenses relating to, arising out of or resulting from any Indemnifiable Claim with respect to which it shall have been determined,
following the final disposition of such Indemnifiable Claim and in accordance with Section 7, that Indemnitee is not entitled to
indemnification hereunder.
4. Indemnification for Additional Expenses — Without limiting the generality or effect of the foregoing, the Company shall
indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to
Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee
determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted
by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of
this Agreement or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to
Indemnifiable Claims or (b) recovery under any directors' and officers' liability insurance policies maintained by the Company,
regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement,
advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such
advance of Expenses (or portion thereof) that remains unspent at the final disposition of the Claim to which the advance related.
5. Partial Indemnity — If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.
6. Procedure for Notification — To obtain indemnification under this Agreement with respect to an Indemnifiable Claim or
Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon
information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such
request, the Company has directors' and officers' liability insurance in effect under which coverage for such Indemnifiable Claim or
Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or
Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company
shall provide to Indemnitee a copy of such notice delivered to the applicable insurers