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Exhibit 10.1
Protection of Sensitive Information, Noncompetition and
Nonsolicitation
Agreement
Executive is employed by Dell Inc., a Delaware corporation,
and/or its
affiliates ("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 confidential and proprietary information,
trade secrets and
good will. Therefore, the Parties have agreed as follows:
1. Dell agrees to provide Executive Sensitive Information (as
that term is
defined below). 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 six months base salary 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, 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, its affiliates
or their
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).
2. "Sensitive Information" means that subset of Confidential
Information (as
that term is defined in Executive's Employment Agreement with
Dell) that is not
generally disclosed to non-management employees of Dell.
Sensitive Information
may include:
a. Technical information of Dell, its affiliates, 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 affiliates, 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 and its affiliates, 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
d. Information relating to future plans of Dell, its affiliates,
its
customers or other third parties, such as but not limited to:
marketing
strategies; new product research; pending projects and
proposals; proprietary
production processes; research and development strategies; and
similar items.
3. Executive agrees not
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