Dell 2008 Annual Report Download - page 170

11.5 Amendment and Termination.
(a) Amendment and Termination with Respect to Grandfathered Benefits. This paragraph applies solely with respect to Grandfathered Benefits. The
Board of Directors have the absolute and unconditional right to terminate or amend, in whole or in part, any or all of the provisions of the Plan
that affects Grandfathered Benefits at any time and may from time to time, in their discretion; provided, however, that any amendments to the
Plan that do not increase the duties or liabilities of the Trustee without its written consent; and provided, further, that no amendments, whether or
not retroactive, change or deprive Members or Beneficiaries of rights already accrued under the Plan without their consent. In the event that the
Plan is so terminated, notwithstanding any other form of benefit elected by the Member, the balance of each Member's Grandfathered Benefits
shall be paid to such Member or his Beneficiary in the manner selected by the Committee in its discretion (notwithstanding any other form of
benefit elected by such Member), which may include the payment of a single lump sum cash payment, in full satisfaction of all of such Member's
or Beneficiary's Grandfathered Benefits hereunder. In the event that the Company shall change its name, the Plan shall be deemed to be amended
to reflect the name change without further action of the Company, and the language of the Plan shall be changed accordingly.
(b) Amendment and Termination with Respect to 409A Benefits. The Company may amend or terminate the portion of the Plan that is subject to
Code Section 409A upon occurrence of any one of the following events:
(1) Within twelve (12) months of the Company's dissolution, taxed under Code Section 331 or with the approval of a bankruptcy court
pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Member's gross income
in the latest of:
(A) The calendar year in which Plan termination occurs;
(B) The calendar year in which such amounts are no longer subject to a substantial risk of forfeiture; or
(C) The first calendar year in which payment of such amounts is administratively practicable.
(2) Within the thirty (30) days preceding or the twelve (12) months following a Change of Control, provided all substantially similar
arrangements (within the meaning of Code Section 409A and related guidance issued thereunder) sponsored by the Company are also
terminated, so that the Member and all Members under substantially similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements.
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