Dell 1999 Annual Report Download - page 41

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EXHIBIT 10.16
DELL COMPUTER CORPORATION
DELL EMPLOYMENT AGREEMENT
I agree to the following terms regarding my employment or continued employment
with Dell Computer Corporation or a subsidiary or affiliate of Dell Computer
Corporation (collectively, "Dell"). I enter into this agreement in consideration
of the salary, wages and benefits paid to me by Dell and in consideration of the
confidential and proprietary information provided to me by Dell. I understand
that Dell agrees to employ me only on the condition that I agree to honor and to
be bound by the provisions of this Agreement.
1. I will devote my best efforts to performing well all duties that Dell
may assign to me from time to time. While I am a Dell employee, I will
not work or consult for a competitor of Dell.
2. If Dell desires to terminate my employment other than for "cause" (as
defined below) at any time prior to the third anniversary of the date
my employment commences, Dell shall send me written notice of such
termination and my employment shall terminate on the date that is 15
months after my receipt of such written notice. During such period, my
duties and responsibilities shall be as assigned by Dell's Chief
Executive Officer and my then current salary and benefits (including
scheduled vesting of equity awards) shall be continued. In addition, if
at the end of such 15-month period, Dell's average daily market
capitalization for the immediately proceeding 12-month period is less
than $165 billion, then Dell shall pay to me a cash payment of $35
million (if the termination notice is given before the first
anniversary of my commencement date), $20 million (if the termination
notice is given on or after the first anniversary and before the second
anniversary) or $10 million (if the termination notice is given on or
after the second anniversary and before the third anniversary). The
benefits and payments described in this paragraph shall be my sole and
exclusive remedy for such termination of employment. Commencing on the
third anniversary of my employment, I will be employed "at will,"
meaning that my employment can be terminated by me or Dell at any time,
with or without cause or advance notice. For purposes of the foregoing,
Dell's average daily market capitalization for a given period shall be
computed by dividing (1) the sum of Dell's daily market capitalization
for each trading day during such period (which shall be equal to the
product of the closing sales price of Dell's common stock on such day
multiplied by the number of shares of Dell common stock outstanding on
such day) by (2) the number of trading days in such period. For
purposes of this employment agreement, Dell shall have "cause" to
terminate my employment if: (a) in carrying out my duties at Dell, I
engage in conduct that constitutes willful gross neglect or willful
gross misconduct unless I believed in good faith such action or
nonaction was in or not opposed to the best interest of Dell or (b) I
am convicted of a felony involving moral turpitude. There shall be no
termination for Cause without my first being given written notice and
an opportunity to be heard. The provisions of this paragraph shall
control over any contrary provisions in my offer letter, application
for employment, code of conduct or any other document.
3. While I am a Dell employee, I will promptly disclose all Intellectual
Property to Dell. Intellectual Property includes each discovery, idea,
improvement, or invention I create, conceive, develop or discover,
alone or with others, which relates to Dell's business or results from
the use of Dell's equipment, supplies, facilities, or information. All
Intellectual Property, in whatever form, is Dell's property. I assign
to and agree to assign to Dell and its nominees, without additional
compensation, all of my rights in Intellectual Property. I will assist
Dell in all ways in the future, including giving evidence and executing
any documents deemed helpful or necessary by Dell, to establish,
perfect, and register worldwide, at Dell's expense, such rights in
Intellectual Property. I will not do anything in conflict with Dell's
rights in Intellectual Property and will cooperate fully to protect
Intellectual Property against misappropriation or infringement.
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4. I agree that Dell will be the copyright owner in all Copyrightable
Works of every kind and description created or developed by me, solely
or jointly with others, in connection with any employment with Dell. If
requested to, and at no further expense to Dell, I will execute in
writing any acknowledgments or assignments of copyright ownership of
such Copyrightable Works as may be appropriate for preservation of the
worldwide ownership in Dell and its nominees of such copyrights.
5. If Schedule A is attached to this Agreement, I have chosen to exclude
from the operation of this Agreement those previous inventions and
improvements listed in Schedule A and, if needed, more fully described