Dell 1998 Annual Report Download - page 45

specify the terms and conditions for the determination and payment of an
Incentive Bonus to each such Eligible Executive for such fiscal year. After the
end of such 90-day period, the Committee may designate additional Eligible
Executives so long as, within 30 days following each such additional
designation, the Committee specifies the terms and conditions for the
determination and payment of an Incentive Bonus to such additional Eligible
Executive.
(b) The Committee may condition the payment of an Incentive Bonus upon the
satisfaction of such objective or subjective standards as the Committee shall
determine to be appropriate, in its sole and absolute discretion, and shall
retain the discretion to reduce the amount of any Incentive Bonus that would
otherwise be payable to an Eligible Executive (including a reduction in such
amount to zero).
(c) The Incentive Bonus payable to an Eligible Executive with respect to any
fiscal year shall not exceed 0.5% of the Consolidated Net Income for such fiscal
year; provided, however, that the maximum Incentive Bonus payable to any
individual who becomes an Eligible Executive after the end of the 90-day period
referred to in subsection (a) of this Section shall be 0.5% of the Consolidated
Net Income for the fiscal quarters after the fiscal quarter in which such
individual became an Eligible Executive.
5. Committee Certification. As soon as reasonably practicable after the end of
each fiscal year of the Company, the Committee shall determine whether the
stated performance goal as been achieved and the amount of the Incentive Bonus
to be paid to each Eligible Executive for such fiscal year and shall certify
such determinations in writing.
6. Payment of Incentive Bonuses. Subject to any election duty and validly made
by an Eligible Executive with respect to the deferral or all or a portion of his
or her Incentive Bonus or the payment of all or a portion of his or her
Incentive Bonus in some form other than cash, Incentive Bonuses shall be paid in
cash at such times and on such terms as are determined by the Committee in its
sole and absolute discretion.
7. No Right to Bonus or Continued Employment. Neither the establishment of the
Plan, the provision for or payment of any amounts hereunder nor any action of
the Company, the Board or the Committee with respect to the Plan shall be held
or construed to confer upon any person (a) any legal right to receive, or any
interest in, an Incentive Bonus or any other benefit under the Plan or (b) any
legal right to continue to serve as an officer or employee of the Company or any
subsidiary or affiliate of the Company. The Company expressly reserves any and
all rights to discharge any Eligible Executive without incurring liability to
any person under the Plan or otherwise. Notwithstanding any other provision
hereof and notwithstanding the fact that the stated performance goal has been
achieved or the individual Incentive Bonus amounts have been determined, the
Company shall have no obligation to pay any Incentive Bonus hereunder unless the
Committee otherwise expressly provides by written contract or other written
commitment.
8. Withholding. The Company shall have the right to withhold, or require an
Eligible Executive to remit to the Company, an amount sufficient to satisfy any
applicable federal, state, local or foreign withholding tax requirements imposed
with respect to the payment of any Incentive Bonus.
9. Nontransferability. Except as expressly provided by the Committee, the rights
and benefits under the Plan are personal to an Eligible Executive and shall not
be subject to any voluntary or involuntary alienation, assignment, pledge,
transfer or other disposition.
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EXHIBIT 10.14
10. Unfunded Plan. The Company shall have no obligation to reserve or otherwise
fund in advance any amounts that are or may in the future become payable under
the Plan. Any funds that the Company, acting in its sole and absolute
discretion, determines to reserve for future payments under the Plan may be
commingled with other funds of the Company and need not in any way be segregated
from other assets or funds held by the Company. An Eligible Executive's rights
to payment under the Plan shall be limited to those of a general creditor of the
Company.
11. Adoption, Amendment, Suspension and Termination of the Plan.
(a) Subject to the approval of the Plan by the holders of a majority of the
Company common stock represented and voting on the proposal at the annual
meeting of Company stockholders to be held on July 17, 1998 (or any adjournment
thereof), the Plan shall be effective for the fiscal year of the Company
commencing February 2, 1998 and shall continue in effect until the fifth
anniversary of the date of such stockholder approval, unless earlier terminated
as provided below. Upon such approval of the Plan by the Company's stockholders,
all Incentive Bonuses awarded under the Plan on or after February 2, 1998 shall
be fully effective as if the stockholders had approved the Plan on or before
February 2, 1998.