Dell 2008 Annual Report Download - page 119

(bb) Retirement Date: The date upon which a Participant attains sixty-five (65) years of age.
(cc) Separation From Service or Separates From Service: The termination of Participant's employment with the Company in accordance with the
Company's policies and procedures which is not an authorized leave of absence (as determined under the Company's standard leave policies);
provided, however, that the Company and the Participant reasonably anticipate that no further services will be performed after the termination
date or that the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor)
would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee
or as an independent contractor) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company if the
Participant has been providing services to the Company for less than thirty-six (36) months).
(dd) Specified Employee: The terms "Specified Employee" means (i) an officer of an Employer earning more than $135,000 per year, as adjusted
from time to time in accordance with Internal Revenue Service guidelines, (ii) a five per cent (5%) owner of a Participating Employer, or (iii) a
one percent (1%) owner of a Participating Employer having Compensation from the Participating Employer of more than $150,000, all as
determined in accordance with Sections 409A and 416(i) of the Code and applicable Treasury Regulations issued thereunder. The Company shall
designate those individual Participants who are Specified Employees pursuant to any policy established by the Board or Committee as applicable.
In the event that a separate policy is not established by the Board or Committee, this determination shall be made by the Board or Committee in
accordance with Code Sections 409A and Treasury Regulation Section 1.409A-1(i). This designation shall be made following each calendar year
and shall apply during the entire determination year, which shall be each April 1st through March 31st.
(ee) Trust or Trust Fund: The fund consisting of funds, investments and properties, if any, held pursuant to the provisions of the Trust Agreement,
together with all income, profit, and increments thereto.
(ff) Trust Agreement: The Dell Computer Corporation Deferred Compensation Trust, entered into between the Company and the Trustee pursuant
to Section 11.3, as such agreement may be amended from time to time.
(gg) Trustee: The corporation, individual or individuals appointed by the Directors to administer the Trust Fund in accordance with the terms of the
Trust Agreement.
(hh) Unforeseeable Financial Emergency:
(1) With Respect to Grandfathered Benefits: With respect to Grandfathered Benefits, an Unforeseeable Financial Emergency is an unexpected
need of the Participant for cash, which (i) arises from an illness, casualty loss, sudden
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