Dell 1997 Annual Report Download - page 49

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EXHIBIT 10.11
FIFTH AMENDMENT
TO
DELL COMPUTER CORPORATION INCENTIVE PLAN
Dell Computer Corporation, a Delaware corporation (the "Company"),
hereby adopts an amendment to the Dell Computer Corporation Incentive Plan,
dated June 22, 1994, as amended (the "Incentive Plan"), as specified below.
RECITALS
A. The Incentive Plan was submitted to, and approved by, the
stockholders of the Company at the Company's annual meeting of stockholders held
on June 22, 1994. Following such approval, the Incentive Plan was adopted by the
Company effective June 22, 1994. The Incentive Plan was subsequently amended
effective July 21, 1995, November 30, 1995, July 18, 1997 and September 12,
1997.
B. The Board of Directors of the Company (the "Board") has duly adopted
resolutions directing that the Incentive Plan be amended as described herein and
approving the amendment to the Incentive Plan described herein.
Now, therefore, the Company hereby adopts the following amendment to
the Incentive Plan.
1. AMENDMENT TO OPTION AWARDS FOR NON-EMPLOYEE DIRECTORS.
(a) Paragraph 5.2 of the Incentive Plan is hereby deleted and
replaced in its entirety with the following:
5.2 Automatic Grant of Awards. Awards of Nonstatutory Options shall
be made automatically to Non-employee Directors as follows:
(a) For each Service Year (as defined below), commencing with
the Service Year that begins in 1998, each Non-employee Director who
is a director of the Corporation at the beginning of such Service
Year shall be granted a Nonstatutory Option, effective as of the
first day of such Service Year. The number of shares of Stock
subject to such Option shall be the number (rounded to the next
lowest whole number) obtained by dividing (1) the Annual Award Base
Number (as defined in subparagraph (c) of this Paragraph 5.2)
applicable in such Service Year by (2) the Fair Market Value of the
Stock on the Date of Grant (such number being referred to herein as
the "Annual Award"). As
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used herein, a "Service Year" is the approximately annual period
commencing at an annual meeting of the Corporation's stockholders
and ending at the next annual meeting of the Corporation's
stockholders. Each person who first becomes a Non-employee Director
after the beginning of a Service Year shall be granted a
Nonstatutory Option, effective as of the date of the first meeting
of the Board of Directors that such person attends in his or her
capacity as a Non-employee Director, with the number of shares of
Stock subject to such Option being computed as follows: if 50% or
more of the scheduled Board of Directors meetings for such Service
Year are scheduled to occur after such person first becomes a
Non-employee Director, the number of shares of Stock subject to such
Option shall be equal to 100% of the Annual Award; otherwise, the
number of shares of Stock subject to such Option shall be equal to
50% of the Annual Award.
(b) Each person who first becomes a Non-employee Director during
or after the Service Year that began in 1997 shall be granted a
Nonstatutory Option, effective as of the date of the first meeting
of the Board of Directors that such person attends in his or her
capacity as a Non-employee Director. The number of shares of Stock
subject to such Option shall be the number (rounded to the next
lowest whole number) obtained by dividing (1) the Initial Award Base
Number (as defined in subparagraph (c) of this Paragraph 5.2)
applicable on the Date of Grant by (2) the Fair Market Value of the
Stock on the Date of Grant.