Dell 2002 Annual Report Download - page 70

Download and view the complete annual report

Please find page 70 of the 2002 Dell annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 91

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91

EXHIBIT 10.11
FORM OF
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "AGREEMENT") is made and entered into,
effective March 28, 2003, by and between Dell Computer Corporation, a Delaware
corporation (the "COMPANY"), and [NAME OF NON-EMPLOYEE DIRECTOR] ("INDEMNITEE").
RECITALS
A. Competent and experienced persons are reluctant to serve or to continue
to serve as directors 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. The current uncertainties relating to the availability of adequate
insurance for directors have increased the difficulty for corporations
to attract and retain competent and experienced persons to serve as
directors.
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, that this situation is detrimental to the best
interests of the Company's stockholders and that the Company should act
to assure its directors 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 to the fullest extent
permitted by applicable law in order to induce them to serve or
continue to serve as directors of the Company.
E. Indemnitee is a director of the Company and his or her willingness to
continue to serve in such 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 as a director of the Company 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 as a director of the Company and the mutual
covenants and agreements contained herein, the parties hereby agree as follows: