Dell 2008 Annual Report Download - page 150
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DELL INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
Dell Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby restates the Dell Computer Corporation
Deferred Compensation Plan For Non-Employee Directors, to be retitled as the Dell Inc. Deferred Compensation Plan For Non-Employee Directors (the
"Plan"), for the benefit of its non-employee directors, in recognition of their services rendered to the Company; such restatement to be effective as of
January 1, 2005, except as otherwise provided herein;
W I T N E S S E T H:
WHEREAS, it is intended that the Plan be "unfunded" for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
not be construed to provide income to any Member or Beneficiary under the Internal Revenue Code of 1986, as amended (the "Code") prior to actual receipt
of benefits hereunder;
WHEREAS, the Plan's terms for the period between May 20, 1994 and December 31, 2004 have been documented under the terms of the prior plan
documents, summary plan descriptions, administrative forms, administrative rules, summaries and other documentation as have been previously used by the
Company and the Committee to administer the Plan, which terms are expressly intended to continue to apply to all Grandfathered Benefits (defined below);
and
WHEREAS, the Company desires to amend and restate the Plan, effective January 1, 2005, except as otherwise provided herein, to revise the Plan's terms
to satisfy the applicable requirements of Code Section 409A with regard to amounts that are not classified as Grandfathered Benefits and intends that the Plan
be interpreted and administered in accordance with Code Section 409A and any guidance issued thereunder; and
NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of January 1, 2005, except as otherwise
indicated herein:
ARTICLE I.
DEFINITIONS AND CONSTRUCTION
1.1 Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context
clearly indicates to the contrary. -1-