Dell 2010 Annual Report Download - page 140

plus, if applicable, local counsel with respect to any particular Indemnifiable Claim) at the Company's expense. The Company shall
not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable
Claim effected without the Company's prior written consent. The Company shall not, without the prior written consent of
Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim that Indemnitee is or could have been a party
unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from
all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to any
settlement that does not provide a complete and unconditional release of Indemnitee.
15. Successors and Binding Agreement —
(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or
otherwise) to all or substantially all the business or assets of the Company, by agreement in form and substance satisfactory to
Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the
same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be
binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring
directly or indirectly all or substantially all the business or assets of the Company whether by purchase, merger, consolidation,
reorganization or otherwise (and such successor will thereafter be deemed the "Company" for purposes of this Agreement),
but shall not otherwise be assignable or delegatable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by Indemnitee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, legatees and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate
this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without
limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder shall not be assignable,
whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee's will or by the laws of
descent and distribution, and in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company
shall have no liability to pay any amount so attempted to be assigned or transferred.
16. Notices — For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched
by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by
United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for
next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary
of the Company) and to Indemnitee at the addresses shown on the signature page hereto, or to such other address as any party may
have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only
upon receipt.
17. Governing Law — The validity, interpretation, construction and performance of this Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such
State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of
Delaware for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement and agree that
any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.
18. Validity — If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other
person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other
adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as
contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be