United States — Executive
Officer
Amended & Restated 2002 Plan
DELL INC.
Nonstatutory Stock Option Agreement
1. Purpose —
Dell Inc., a Delaware corporation
(the “Company”), is pleased to grant you options to
purchase shares of the Company’s common stock. The number of
options awarded to you (the “Options”) and the Exercise
Price per Option (the “Exercise Price”) are stated in
step one of the Stock Plan Administrator’s online grant
acceptance process (“Grant Summary”). Each Option
entitles you to purchase, on exercise, one share of the
Company’s common stock as described below. This Nonstatutory
Stock Option Agreement, the Grant Summary, and the Company’s
Amended and Restated 2002 Long-Term Incentive Plan (the
“Plan”) set forth the terms of your Options identified
in your Grant Summary. As a material inducement to the Company to
grant you this award, you agree to the following terms and
conditions. You agree that you are not otherwise entitled to this
award, that the Company is providing you this award in
consideration for your promises and agreements below, and that the
Company would not grant you this award absent those promises and
agreements.
2. Vesting and
Exercisability — You cannot exercise the Options until
they have vested and become exercisable.
A. General Vesting — The Options will vest in accordance with
the schedule in your Grant Summary (subject to the further
provisions stated below).
B. Exercisability — You may exercise Options at any time
after they vest and before they expire as described
below.
3. Method of Exercise
— You may exercise Options by
giving notice to the Company or in accordance with instructions
generally applicable to all option holders. At the time of
exercise, you must pay the Exercise Price for all Options being
exercised and any taxes that are required to be withheld by the
Company or your Employer (as defined below). You may pay such
amounts in cash or arrange for such amounts to be paid through a
brokerage firm or in another manner satisfactory to the Company.
You agree that, subject to compliance with applicable law, the
Company or your Employer may recover from you taxes which may be
payable by the Company or your Employer in any jurisdiction in
relation to this award. You agree that the Company or your Employer
shall be entitled to use whatever method they may deem appropriate
to recover such taxes including the sale of any shares, paying you
a net amount of shares (or cash), recovering the taxes via payroll
and direct invoicing. You further agree that the Company or your
Employer may, as it reasonably considers necessary, amend or vary
this agreement to facilitate such recovery of taxes.
4. Expiration — All Options will expire on the earlier
of the tenth anniversary of the Date of Grant or any of the special
expiration dates described below. Once an Option expires, you will
no longer have the right to exercise it. As used below, the term
“Employment” means your regular full-time or part-time
employment with the Company or any of its consolidated
Subsidiaries, and the term “Employer” means the Company
(if you are employed by the Company) or the consolidated Subsidiary
of the Company that employs you.
A. Termination of Employment for Conduct
Detrimental to the Company — If your Employment is terminated by your
Employer for Conduct Detrimental to the Company, all Options
(whether or not vested) will expire at that time and you will be
required to return option proceeds as described herein.
B. Termination of Employment for Other than
Conduct Detrimental to the Company — If your Employment is terminated by you
or by your Employer for reasons other than Conduct Detrimental to
the Company, Options that are not vested at the time your
Employment is terminated will expire at that time and Options that
are vested at the time your Employment is terminated will expire at
the close of business on the 90 th day following the date your Employment is
terminated.
C. Death — If your Employment is terminated by
reason of your death, Options that are not vested at the time your
Employment is terminated will become fully vested at that time. All
Options will then expire on the first anniversary of the date your
Employment is terminated and, until that time will be exercisable
by your legal representatives, legatees or distributees.
D. Permanent Disability
— If your Employment is
terminated by reason of your Permanent Disability, Options that are
not vested at the time your Employment is terminated will become
fully vested at that time. All Options will then expire on the
third anniversary of the date your Employment is terminated and,
until that time will be exercisable by you or your guardian or
legal representative.
E. Retirement — If your Employment is terminated by
reason of your Normal Retirement, Options that are not vested at
the time your Employment is terminated will expire at that time and
Options that are vested at the time your Employment is terminated
will expire on the third anniversary of the date your Employment is
terminated.
5. Leaves of Absence
— If you take a leave of
absence from active Employment that has been approved by the
Company or your Employer or is one to which you are legally
entitled regardless of such approval, the following provisions will
apply:
A. Exercisability of Options During
Leave — Your right
to exercise Options that are vested at the time the leave of
absence begins will be unaffected by the leave of
absence.
B. Vesting of Options During
Leave —Options will
not vest during a leave of absence other than an approved employee
medical, FMLA or military leave. Notwithstanding the preceding,
vesting shall not be deferred for any approved leave of absence of
less than 30 days. The vesting date for all Options that would
have otherwise vested during a leave of absence other than an
approved employee medical, FMLA or military leave will be deferred
by the number of days you are on a leave of absence. For example,
if your vesting dates are August 1, 2007 through
August 1, 2011, and you are on a 40-day leave of absence, the
vesting date for your options will be deferred to
September 10, 2007 through September 10, 2011.
C. Effect of Termination During
Leave — If your
Employment is terminated during the leave of absence the Options
will expire in accordance with the terms stated under
“Expiration” above.
6. Return of Option Proceeds
— By accepting this award, you
agree that if the Company determines that you engaged in Conduct
Detrimental to the Company during your Employment or during the
one-year period following the termination of your Employment you
shall be required to repay to the Company, in cash and upon demand,
the Option Proceeds (as defined below) resulting from any exercise
of Options occurring after the termination of your Employment or
during the twelve-month period preceding the termination of your
Employment. The term “Option Proceeds” means, with
respect to any exercise of Options, an amount equal to the number
of Options exercised multiplied by the difference between the
market value per share of the Company’s common stock at the
time of such exercise and the Exercise Price. You understand and
agree that the return of Option Proceeds is in addition to and
separate from any other relief available to the Company due to your
Conduct Detrimental to the Company.
For purposes of
this Agreement, you will be considered to have engaged in
“Conduct Detrimental to the Company” if:
(1) you
engage in serious misconduct (whether or not such serious
misconduct is discovered by the Company prior to the termination of
your Employment);
(2) you
breach your obligations to the Company with respect to confidential
and proprietary information or trade secrets or breach any
agreement between you and Dell relating to confidential and
proprietary information or trade secrets;
