Dell 2010 Annual Report Download - page 139

Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.
10. Non-Exclusivity — The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the
Constituent Documents, the substantive laws of the State of Delaware, any other contract or otherwise (collectively, "Other
Indemnity Provisions"); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to
indemnification under any Other Indemnity Provision, Indemnitee shall be deemed to have such greater right hereunder and (b) to
the extent that any change is made to any Other Indemnity Provision that permits any greater right to indemnification than that
provided under this Agreement as of the date hereof, Indemnitee shall be deemed to have such greater right hereunder. The
Company shall not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or
encumber Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision.
11. Liability Insurance and Funding — For the duration of Indemnitee's service as a director or of the Company and thereafter for so
long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, to the extent the Company maintains policies of
directors' and officers' liability insurance providing coverage for directors and officers of the Company, Indemnitee shall be covered
by such policies, in accordance with their terms, to the maximum extent of the coverage available for any other director or officer of
the Company. Upon request of Indemnitee, the Company shall provide Indemnitee with a copy of all directors' and officers' liability
insurance applications, binders, policies, declarations, endorsements and other related materials and shall provide Indemnitee with a
reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately
preceding sentences, no discontinuation or significant reduction in the scope or amount of coverage from one policy period to the
next shall be effective (a) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a
quorum, or (b) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed
there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably
withheld or delayed). In all policies of directors' and officers' liability insurance obtained by the Company, Indemnitee shall be
named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are
accorded to the Company's directors and officers most favorably insured by such policy. The Company may, but shall not be
required to, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such
amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.
12. Subrogation — In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee's successors), including
any entity or enterprise referred to in clause (i) of the definition of "Indemnifiable Claim" in Section 1(f). Indemnitee shall execute
all papers reasonably required to evidence such rights (all of Indemnitee's reasonable Expenses, including attorneys' fees and
charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).
13. No Duplication of Payments — The Company shall not be liable under this Agreement to make any payment to Indemnitee with
respect to any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in
connection therewith) under any insurance policy, the Constituent Documents or Other Indemnity Provisions or otherwise
(including from any entity or enterprise referred to in clause (i) of the definition of "Indemnifiable Claim" in Section 1(f)) with
respect to such Indemnifiable Losses otherwise indemnifiable hereunder.
14. Defense of Claims — The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the
defense thereof, with counsel reasonably satisfactory to Indemnitee; provided, however, that if Indemnitee believes, after
consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would
present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any
impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal
defenses available to him or her that are different from or in addition to those available to the Company or (c) any such
representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then
Indemnitee shall be entitled to retain separate counsel (but not more than one law firm