EXHIBIT 10.1
RELEASE
This agreement sets forth the mutual
agreement of Dell Inc. for itself and its subsidiaries
(collectively, “ Dell ”), and
____________(“ Releasor ”) regarding any and all
claims Releasor may have against Dell. Releasor and Dell agree that
this agreement is entered into as an amicable resolution of any and
all matters arising between them.
1. Consideration from
Dell. Releasor acknowledges and agrees that Dell has no
obligation to compensate Releasor with respect to any of
Releasor’s expired Dell Inc. stock options. If Releasor signs
and fully complies with this agreement and Releasor’s
obligations in the agreement referenced in paragraph 4 below, Dell
will pay Releasor $______(less applicable taxes and withholdings)
within 45 calendar days after Dell files its fiscal 2007 Annual
Report on Form 10-K with the United States Securities and Exchange
Commission.
2. Complete Release.
Releasor fully releases Dell and all of its owners, partners,
shareholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, subsidiaries,
joint ventures and affiliates (and agents, directors, officers,
employees, representatives and attorneys of such subsidiaries and
affiliates) (collectively, “ Released Parties
”), from any and all known or unknown claims or demands
Releasor may have against any of them. Releasor expressly waives
and opts out of all claims, whether asserted on an individual or
class action basis, against any Released Party arising out of any
contract, express or implied, any covenant of good faith and fair
dealing, express or implied, any tort ( whether intentional or
negligent, including claims arising out of the negligence or gross
negligence of any Released Party and claims of express or implied
past or future defamation by any Released Party ), and any
federal, state or other governmental statute, regulation or
ordinance, including, without limitation, any claims which Releasor
has or could have which in any way relate to any expired Dell stock
option or other related matters.
3. Non-Admission of
Liability. Releasor and Dell understand and agree that they are
entering into this agreement to, among other things, resolve any
claims or differences that may exist between them. By entering into
this agreement, neither Releasor nor Dell admits any liability or
wrongdoing.
4. Employment and Other
Agreements. Releasor agrees that, except as otherwise provided
in this agreement, the provisions of the employment agreement,
stock option agreements, restricted stock agreements and any other
agreements that Releasor previously entered into with Dell remain
in full force and effect.
5. Return of Monies. To
protect Dell’s Confidential Information (as that term is
defined in Releasor’s employment agreement), Dell’s
goodwill, and other valuable assets, Releasor agrees that if Dell
determines that Releasor engaged in Conduct Detrimental to Dell
during Releasor’s employment or during the one year period
following the termination of Releasor’s employment or during
the one year period following Releasor’s receipt of the
payment referenced in paragraph 1 (whichever is later), Releasor
shall be required to return to Dell, upon demand, the gross amount
specified in paragraph 1 above. Releasor understands and agrees
that the return of the gross amount specified in paragraph 1 is in
addition to and separate from any other relief available to Dell
due to Releasor’s Conduct Detrimental to Dell. Releasor
further understands and agrees that if Dell determines that
Releasor engaged in Conduct Detrimental to Dell prior to the time
of payment of the amount specified in paragraph 1, Dell will have
no obligation to make such payment.
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