Dell 2000 Annual Report Download - page 46

(c) Approval by the stockholders of Dell Computer
Corporation of a reorganization, merger, or
consolidation, or sale or other disposition of all or
substantially all of the assets of Dell Computer
Corporation, or the acquisition of assets of another
corporation (a "Business Combination"), unless
following such Business Combination (i) all or
substantially all of the persons who were the
beneficial owners, respectively, of the outstanding
stock and outstanding voting securities of Dell
Computer Corporation immediately prior to such
Business Combination beneficially own, directly
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or indirectly, immediately following such Business
Combination more than 60% of the then outstanding
shares of common stock and more than 60% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election
of directors of the corporation resulting from such
Business Combination (including, without limitation,
a corporation which as a result of such transaction
owns Dell Computer Corporation or all or
substantially all of Dell Computer Corporation's
assets either directly or through one or more
subsidiaries), (ii) no person (excluding any employee
benefit plan (or related trust) of Dell Computer
Corporation, such corporation resulting from such
Business Combination, and Michael Dell) beneficially
owns, directly or indirectly, 20% or more of the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or 20% or
more of the combined voting power of the then
outstanding voting securities of such corporation
except to the extent that such ownership existed
prior to the Business Combination, and (iii) at least
a majority of the members of the board of directors
of the corporation resulting from such Business
Combination were members of the Incumbent Board (as
later defined) at the time of the execution of the
initial agreement, or of the action of the Directors,
providing for such Business Combination; or
(d) Approval by the stockholders of Dell Computer
Corporation of a complete liquidation or dissolution
of Dell Computer Corporation.
For purposes of this Section, "Incumbent Board" shall mean the
individuals who, as of the Effective Date, constitute the
Directors; provided, however, that any individual becoming a
Director, subsequent to such date whose election, or
nomination for election by Dell Computer Corporation's
stockholders, was approved by a vote of at least a majority of
the Directors then comprising the Incumbent Board shall be
considered a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of Directors
or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Directors.
(9) CODE: The Internal Revenue Code of 1986, as amended from time
to time.
(10) COMMITTEE: The administrative committee appointed by the
Directors to administer the Plan.
(11) COMPANY: Dell Computer Corporation, a corporation organized
and existing under the laws of the State of Delaware, or its
successor or successors
(12) COMPANY CREDITS: The amount, if any, credited to a
Participant's Company Credits Account pursuant to Section 3.2.
(13) COMPANY CREDITS ACCOUNT: A hypothetical account for each
Participant to which is credited his Company Credits pursuant
to Section 3.2, and which is credited with
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(or debited for) such account's allocation of net income (or