Dell 2000 Annual Report Download - page 45

January 1, 1999; and
WHEREAS, it is intended that the Plan be "unfunded" for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and not be
construed to provide income to any participant or beneficiary under the Internal
Revenue Code of 1986, as amended (the "Code") prior to actual receipt of
benefits hereunder;
NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 2001, except as
otherwise indicated herein:
ARTICLE I.
DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS. Where the following words and phrases appear in the Plan,
they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
(1) ACCOUNT(S): A Participant's Compensation Deferrals Account and
Company Credits Account, if any.
(2) AFFILIATE: Each trade or business (whether or not
incorporated), which together with Dell Computer Corporation
would be deemed to be a "single employer" within the meaning
of Code Section 414(b), (c), (m), or (o).
(3) BASE SALARY: A Participant's gross base salary payable in the
ordinary course of business under the Company's payroll system
and not any periodic bonuses.
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(4) BASE SALARY DEFERRALS: Base Salary deferred by a Participant
pursuant to Section 3.1.
(5) BONUS: The Annual Incentive Compensation Bonus, if any, paid
in cash by the Company to or for the benefit of a Participant
for services rendered or labor performed while a Participant.
For purposes of this Plan, the term Bonus expressly excludes
any bonuses received under any other compensation or bonus
plan sponsored by the Company.
(6) BONUS DEFERRALS: Bonus deferred by a Participant pursuant to
Section 3.1.
(7) BONUS YEAR: The period ending on the last day of each fiscal
year; provided, however, that the Bonus Year may be changed by
the Committee to reflect the twelve month period used by the
Company under the Annual Incentive Compensation Bonus program
for each group of Eligible Employees hereunder, if any.
(8) CHANGE OF CONTROL: The earliest to occur of any of the
following:
(a) The acquisition by any person of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934 ("Exchange Act"))
of 20% or more of either (i) the then outstanding
shares of stock or (ii) the combined voting power of
the then outstanding voting securities of Dell
Computer Corporation; provided, however, that for
purposes of this Paragraph (a), the following
acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from Dell
Computer Corporation, (ii) any acquisition by Dell
Computer Corporation, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by Dell Computer Corporation or any
corporation controlled by Dell Computer Corporation,
(iv) any acquisition by Mr. Michael S. Dell, his
"affiliates" (as defined in Rule 12b-2 promulgated
under the Exchange Act) or "associates" (as defined
in Rule 12b-2 promulgated under the Exchange Act),
his heirs, or any trust or foundation to which he has
transferred or may transfer stock (collectively,
"Michael Dell"), or (v) any acquisition by any
corporation pursuant to a transaction which complies
with clauses (1), (2), and (3) of Paragraph (c) of
this Section 1.1(6); or
(b) Individuals who constitute the Incumbent Board (as
later defined) cease for any reason to constitute at
least a majority of the Directors; or