Exhibit 10.1
Dell
Confidential
Protection of Sensitive Information, Noncompetition and
Nonsolicitation Agreement
Executive is employed by Dell Inc., a Delaware corporation, its
subsidiaries, affiliates, successors and assigns
(“Dell”), in a position of trust and confidence. Dell
expects Executive to play a critical role in Dell’s future
business operations and desires to provide Executive with the
strategic tools and commitments necessary to enable Executive to
help Dell achieve its long-term goals. Likewise, Dell seeks to
protect its sensitive, confidential and proprietary information,
trade secrets and good will. Therefore, the Parties have agreed as
follows:
1. Although Executive’s
employment remains at-will, if Executive’s employment is
terminated by Dell without Cause, Dell will pay Executive an amount
equal to twelve months base salary and target bonus as severance,
which Executive will receive upon Executive’s execution of a
Severance Agreement and Release in a form acceptable to Dell. Dell
will have no obligation to offer or pay a severance to any
Executive who resigns from Dell for any reason or is terminated by
Dell for Cause, as defined below, and all provisions of this
Agreement, including paragraph 4a, will remain in full force and
effect with respect to any such Executive.
For purposes of this agreement, “ Cause ” means:
(a) a violation of Executive’s obligations regarding
confidentiality, or the protection of sensitive, confidential or
proprietary information and trade secrets; (b) an act or
omission by Executive resulting in Executive being charged with a
criminal offense involving moral turpitude, dishonesty or breach of
trust; (c) conduct by Executive which constitutes a felony or
a plea of guilty or nolo contendere with respect to a felony under
applicable law; (d) conduct by Executive that constitutes
gross neglect; (e) Executive’s insubordination or
refusal to implement directives of Executive’s manager;
(f) Executive’s breach of a fiduciary duty to Dell or
its shareholders; (g) Executive’s failure to
satisfactorily perform Executive’s job;
(h) Executive’s chronic absenteeism;
(i) Dell’s Senior Management’s determination that
Executive violated Dell’s Code of Conduct or committed other
acts of misconduct; or (j) Dell’s Senior
Management’s determination that Executive has engaged in a
violation or potential violation of state or federal law relating
to the workplace environment (including, without limitation, laws
relating to sexual harassment or age, sex, or other prohibited
discrimination).
During Executive’s employment with Dell, Dell agrees to
provide Executive with Sensitive Information (as that term is
defined below) and to associate Executive with Dell’s good
will.
2. “Sensitive Information”
means that subset of Dell confidential and proprietary information,
and trade secrets that is not generally disclosed to non-management
employees of Dell. Sensitive Information includes, but is not
limited to, the following:
a. Technical
information of Dell, its customers or other third parties that is
in use, planned, or under development, such as but not limited to:
manufacturing and/or research processes or strategies (including
design rules, device characteristics, process flow, manufacturing
capabilities and yields); computer product, process and/or devices
(including device specification, system architectures, logic
designs, circuit implementations); software product (including
operating system adaptations or enhancements, language compilers,
interpreters, translators, design and evaluation tools and
application programs); and any other databases, methods, know-how,
formulae, compositions, technological data, technological
prototypes, processes, discoveries, machines, inventions and
similar items;
b. Business
information of Dell, its customers or other third parties, such as
but not limited to: actual and anticipated relationships between
Dell and other companies; financial information (including sales
levels, pricing, profit levels and other unpublished financial
data); global procurement processes, strategies or information;
information relating to customer or vendor relationships (including
performance requirements, development and delivery schedules,
device and/or product pricing and/or quantities, customer lists,
customer preferences, financial information, credit information;
and similar items;
c. Personnel
information of Dell, such as but not limited to: information
relating to employees of Dell (including information related to
staffing, performance, skills, qualifications, abilities and
compensation); key talent information; scaling calls;
organizational human resource planning information; and similar
items; and
