Dell 2008 Annual Report Download - page 116

directly or through one or more subsidiaries), (ii) no person (excluding any employee benefit plan (or related trust) of Dell Inc., such
corporation resulting from such Business Combination, and Michael Dell) beneficially owns, directly or indirectly, 20% or more of
the then outstanding shares of common stock of the corporation resulting from such Business Combination or 20% or more of the
combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed
prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board (as later defined) at the time of the execution of the initial
agreement, or of the action of the Directors, providing for such Business Combination; or
(D) Approval by the stockholders of Dell Inc. of a complete liquidation or dissolution of Dell Inc.
For purposes of this Subsection (1), "Incumbent Board" shall mean the individuals who, as of the Effective Date, constitute the Directors;
provided, however, that any individual becoming a Director, subsequent to such date whose election, or nomination for election by Dell
Inc.'s stockholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered
a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Directors.
(2) With Respect to 409A Benefits: With respect to 409A Benefits, the occurrence of any event or transaction constituting a "change in
ownership or effective control" within the meaning of Treasury Regulations or other Internal Revenue Service guidance promulgated
pursuant to Code Section 409A(a)(2)(A)(v). The occurrence of a Change of Control will be determined and certified by the Committee
strictly in accordance with the foregoing sentence; the Committee may not exercise discretion in applying the requirements of relevant
Internal Revenue Service guidance in the determination of the occurrence of a Change of Control. For purposes of this provision, the
following acquisitions of stock by the Company shall not constitute a Change of Control: (i) any acquisition directly from Dell Inc., (ii) any
acquisition by Dell Inc., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Dell Inc. or any
corporation controlled by Dell Inc., (iv) any direct or indirect acquisition by Mr. Michael S. Dell.
(i) Code: The Internal Revenue Code of 1986, as amended from time to time.
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