Dell 2010 Annual Report Download - page 131

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EXHIBIT 10.12
Director Annual
Restricted Stock Unit Agreement
Amended & Restated 2002 Plan
DELL INC.
Restricted Stock Unit Agreement
Recipient:
Date of Grant:
Identification No.:
Number of Units:
Dell Inc., a Delaware Corporation (the "Company"), is pleased to grant you units representing shares of the Company's common stock
(the "Shares"), subject to the restrictions described below. The number of units awarded to you (the "Units") is stated above. Each Unit
represents one Share. This award is subject to the following terms and conditions.
Restrictions — The Units are subject to the following restrictions (referred to herein as the "Restrictions"):
Transfer Restrictions — You may not sell, assign, transfer, pledge or otherwise dispose of any Units with respect to which the
Restrictions have not lapsed as described below.
Expiration — If you cease to be a director for any reason other than your death, Permanent Disability, (as defined in the Plan described
below) or retirement from the Board of Directors after attaining age 65 with a minimum of four years of service, any Units with respect to
which the Restrictions have not lapsed as described below will expire at that time.
Lapse of Restrictions — The Restrictions will lapse with respect to the Units, and you will be entitled to Shares, in accordance with the
following schedule:
Number Date
33.34%
33.33%
33.33%
If you cease to be a director by reason of your death, Permanent Disability, (as defined in the Plan described below) or retirement from
the Board of Directors after attaining age 65 with a minimum of four years of service, the Restrictions will lapse immediately and
automatically with respect to all Units upon such termination.
Rights as a Stockholder — You will have no rights as a stockholder with respect to Shares that may be received by you upon the lapse of
Restrictions until the Restrictions have lapsed and those Shares are registered in your name on the books of the Company's transfer agent.
Agreement With Respect to Taxes — You must pay any taxes that are required to be withheld by the Company. You may pay such
amounts in cash or make other arrangements satisfactory to the Company for the payment of such amounts. You agree that if you do not
pay, or make arrangements for the payment of, such amounts, the Company, to the fullest extent permitted by law, shall have the right to
deduct such amounts from any payments of any kind otherwise due to you and shall have the right to withhold from Units for which
Restrictions have lapsed the number of Shares having an aggregate market value at that time equal to the amount you owe.
Black-Out Periods — In order to minimize the potential for prohibited "insider" trading, the Company may establish periods from time
to time during which you may not engage in transactions involving the Company's stock ("Black-Out Periods"). Notwithstanding any
other provisions herein, Restrictions will not lapse with respect to any