Dell 1997 Annual Report Download - page 38

1996; and Mr. Kelly, $3,350 in fiscal 1998 and $5,693 in fiscal 1997) and
relocation expenses paid by the Company and reimbursement for the related
tax liability (Mr. Topfer, $2,741 in fiscal 1998 and $82,484 in fiscal
1996; and Mr. Rollins, $128,816 in fiscal 1998 and $34,456 in fiscal 1997).
For Mr. Rollins, the amount shown for fiscal 1997 also includes the amount
of bonus paid on commencement of employment ($90,000). For Mr. Meredith,
the amount shown for fiscal 1996 also includes imputed interest on
below-market loans that have since been repaid ($2,049). For Mr. Kelly, the
amounts shown also include expat allowances ($335,406 in fiscal 1998,
$365,709 in fiscal 1997 and $245,948 in fiscal 1996) and reimbursement for
miscellaneous goods and services ($66,782 in fiscal 1998, $51,214 in fiscal
1997 and $42,327 in fiscal 1996).
(b) For Mr. Topfer, the amount shown represents the value of 160,000 shares of
the Company's common stock awarded on July 24, 1995 (calculated using the
closing sales price of the common stock on the date of grant, which was
$4.00). The shares are subject to vesting and transfer restrictions that
will lapse with respect to all of the shares on the fourth anniversary of
the date of grant. In addition, the shares are subject to forfeiture (and
any gain realized on the sale of the shares is subject to repayment to the
Company) if Mr. Topfer competes with the Company within two years after his
employment with the Company is terminated.
For Mr. Meredith, the amount shown represents the value of 80,000 shares of
the Company's common stock awarded on July 24, 1995 (calculated using the
closing sales price of the common stock on the date of grant, which was
$4.00). The shares are subject to vesting and transfer restrictions that
will lapse with respect to one-seventh of the shares on each of the first
seven anniversaries of the date of grant. In addition, the shares are
subject to forfeiture (and any gain realized on the sale of the shares is
subject to repayment to the Company) if Mr. Meredith competes with the
Company within two years after his employment with the Company is
terminated.
For Mr. Kelly, the amount shown represents the value of 160,000 shares of
the Company's common stock awarded on February 7, 1995 (calculated using
the closing sales price of the common stock on the date of grant, which was
$2.57) and the value of 80,000 shares of the Company's common stock awarded
on July 24, 1995 (calculated using the closing sales price of the common
stock on the date of grant, which was $4.00). With respect to each award,
the shares are subject to vesting and transfer restrictions that will lapse
with respect to one-seventh of the shares on each of the first seven
anniversaries of the date of grant. In addition, the shares are subject to
forfeiture (and any gain realized on the sale of the shares is subject to
repayment to the Company) if Mr. Kelly competes with the Company within two
years after his employment with the Company is terminated.
48
<PAGE> 50
The total number and value of the shares of restricted stock held by the
Named Executive Officers as of the end of fiscal 1998 are as follows, with
the values based on the closing sales price of the Company's common stock on
the last trading day of fiscal 1998 ($49.72):
NUMBER
OF SHARES VALUE
--------- ----------
Mr. Dell.................................................... 0 $ 0
Mr. Topfer.................................................. 160,000 7,955,040
Mr. Rollins................................................. 0 0
Mr. Meredith................................................ 57,120 2,839,949
Mr. Kelly................................................... 194,160 9,653,441
When and if the Board of Directors declares and pays dividends on the
Company's common stock, such dividends will be paid on the outstanding
shares of restricted stock described in this note at the same rate as they
are paid to all stockholders.
(c) Does not include options granted under the Executive Stock Ownership
Incentive Program described below (the "ESOIP"), pursuant to which a Named
Executive Officer may elect to receive discounted stock options in lieu of
all or a portion of annual bonus. See note (e) below for information
regarding ESOIP elections made for fiscal 1998 annual bonuses. For
information regarding the stock option grants made during fiscal 1998
(including information with respect to options granted pursuant to ESOIP
elections made for fiscal 1997 annual bonuses), see the table titled "Option
Grants in Last Fiscal Year" under "Item 11 -- Executive
Compensation -- Compensation of Executive Officers -- Incentive Plan Awards"
below.
(d) Includes the value of the Company's contributions to the Company-sponsored
401(k) retirement savings plan that is available to all Company employees,
the amount of the Company's contributions to the deferred compensation plan
that is available to certain members of the Company's management and the