Dell 2003 Annual Report Download - page 163

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benefit, and a failure to timely exhaust the administrative remedies set forth herein shall bar any such proceeding in federal or state court.
9.6 Company to Supply Information. The Company shall supply full and timely information to the Committee, including, but not limited to, information
relating to each Participant's Compensation, age, retirement, death, or other cause of termination of employment and such other pertinent facts as the
Committee may require. When making a determination in connection with the Plan, the Committee shall be entitled to rely upon the aforesaid information
furnished by the Company or any Affiliate.
9.7 Indemnity. To the extent permitted by applicable law, the Company shall indemnify and hold harmless each member of the Committee and other
employee of the Company or an Affiliate to whom Plan administrative functions have been delegated by the Committee against any and all expenses and
liabilities arising out of such individual's administrative functions or fiduciary responsibilities under or incident to the Plan, including any expenses and
liabilities that are caused by or result from an act or omission constituting the negligence of such individual in the performance of such functions or
responsibilities, but excluding expenses and liabilities that are caused by or result from such individual's own gross negligence or willful misconduct.
Expenses against which such individual shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs,
counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.
ARTICLE X.
PURPOSE AND UNFUNDED NATURE OF THE PLAN
10.1 Purpose of Plan. The Company intends and desires by the adoption and maintenance of the Plan to recognize the value to the Company of the past and
present services of employees covered by the Plan and to encourage and ensure their continued service with the Company by making more adequate
provision for their future retirement security.
10.2 Unfunded Nature of Plan. The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management or
highly compensated employees of the Company. Further, it is the intention of the Company that the Plan be "unfunded" for purposes of the Code and Title
I of ERISA. The Plan constitutes a mere promise by the Company to make benefit payments in the future. Plan benefits herein provided are to be paid out
of the Company's general assets, and Participants shall have the status of general unsecured creditors of the Company.
10.3 Funding of Obligation.
(a) The adoption of this Plan and any setting aside of amounts by the Employers with which to discharge their obligations hereunder shall not be deemed
to create a trust; legal and equitable title to any funds so set aside shall remain with the Employers, and any recipient of benefits hereunder shall have
no security or other interest in such funds. Any and all funds so set aside shall remain subject to the claims of the general creditors of the Employers,
present and future. This provision shall not require the -20-