Dell 2010 Annual Report Download - page 135

Company. For purposes of this definition, the term "control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the
ownership of voting securities, through other voting rights, by contract or otherwise; provided, however, that direct or
indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20%
or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing
comparable functions) of such entity or enterprise shall be deemed to constitute "control" for purposes of this
definition.
(d) "Disinterested Director" shall mean a director of the Company who is not and was not a party to the Claim with respect to
which indemnification is sought by Indemnitee.
(e) "Expenses" shall mean all costs, expenses (including attorneys' and experts' fees and expenses) and obligations paid or
incurred in connection with investigating, defending (including affirmative defenses and counterclaims), being a witness in or
participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on
appeal), any Claim relating to an Indemnifiable Claim.
(f) "Indemnifiable Claim" shall mean any Claim based upon, arising out of or resulting from any of the following:
(i) Any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director or officer of the
Company or as a director, officer, employee, member, manager, trustee, fiduciary or agent (collectively, a
"Representative") of any Controlled Affiliate or other corporation, limited liability company, partnership, joint
venture, employee benefit plan, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or
was serving at the request of the Company as a Representative;
(ii) Any actual, alleged or suspected act or failure to act by Indemnitee with respect to any business, transaction,
communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause
(i) of this Section 1(f); or
(iii) Indemnitee's status as a current or former director or officer of the Company or as a current or former Representative of
the Company or any other entity or enterprise referred to in clause (i) of this Section 1(f) or any actual, alleged or
suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee
by reason of such status.
In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to
be serving or to have served at the request of the Company as a Representative of another entity or enterprise if Indemnitee is
or was serving as a director, officer, employee, member, manager, trustee, fiduciary, agent or employee of such entity or
enterprise and (A) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (B) such entity or
enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the
Company or a Controlled Affiliate or (C) the Company or a Controlled Affiliate directly or indirectly caused Indemnitee to be
nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.
(g) "Indemnifiable Losses" shall mean any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
(h) "Independent Counsel" shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law
and, as of the time of selection with respect to any Indemnifiable Claim, is not nor in the past five years has been, retained to
represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement or other indemnitees under similar indemnification agreements) or (ii) any other
party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement.