Exhibit 10.18
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. Deferred Vesting — Notwithstanding the
foregoing paragraph, the Company, with the approval of the Chief
Executive Officer and upon written notice to you, may defer the
vesting of all or any portion of the Options to any date that is
not more than seven years after the Date of Grant stated in your
Grant Summary.
C. 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 and/or your Employer may recover from you taxes which may
be payable by the Company and/or your Employer in any jurisdiction
in relation to this award. You agree that the Company and/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 and/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 res
