Dell 2000 Annual Report Download - page 59

lawsuit by a Participant, his beneficiary, or any person
claiming through a participant or beneficiary in connection
with a Plan benefit, and a failure to timely exhaust the
administrative remedies set forth herein shall bar any such
proceeding in federal or state court.
9.6 COMPANY TO SUPPLY INFORMATION. The Company shall supply full and timely
information to the Committee, including, but not limited to,
information relating to each Participant's Compensation, age,
retirement, death, or other cause of termination of employment and such
other pertinent facts as the Committee may require. When making a
determination in connection with the Plan, the Committee shall be
entitled to rely upon the aforesaid information furnished by the
Company or any Affiliate.
9.7 INDEMNITY. To the extent permitted by applicable law, the Company shall
indemnify and hold harmless each member of the Committee and other
employee of the Company or an Affiliate to whom Plan administrative
functions have been delegated by the Committee against any and all
expenses and liabilities arising out of such individual's
administrative functions or fiduciary responsibilities under or
incident to the Plan, including any expenses
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and liabilities that are caused by or result from an act or omission
constituting the negligence of such individual in the performance of
such functions or responsibilities, but excluding expenses and
liabilities that are caused by or result from such individual's own
gross negligence or willful misconduct. Expenses against which such
individual shall be indemnified hereunder shall include, without
limitation, the amounts of any settlement or judgment, costs, counsel
fees, and related charges reasonably incurred in connection with a
claim asserted or a proceeding brought or settlement thereof.
ARTICLE X.
PURPOSE AND UNFUNDED NATURE OF THE PLAN
10.1 PURPOSE OF PLAN. The Company intends and desires by the adoption and
maintenance of the Plan to recognize the value to the Company of the
past and present services of employees covered by the Plan and to
encourage and ensure their continued service with the Company by making
more adequate provision for their future retirement security.
10.2 UNFUNDED NATURE OF PLAN. The Plan is intended to constitute an
unfunded, unsecured plan of deferred compensation for a select group of
management or highly compensated employees of the Company. Further, it
is the intention of the Company that the Plan be "unfunded" for
purposes of the Code and Title I of ERISA. The Plan constitutes a mere
promise by the Company to make benefit payments in the future. Plan
benefits herein provided are to be paid out of the Company's general
assets, and Participants shall have the status of general unsecured
creditors of the Company.
10.3 FUNDING OF OBLIGATION.
(a) The adoption of this Plan and any setting aside of amounts by
the Employers with which to discharge their obligations
hereunder shall not be deemed to create a trust; legal and
equitable title to any funds so set aside shall remain with
the Employers, and any recipient of benefits hereunder shall
have no security or other interest in such funds. Any and all
funds so set aside shall remain subject to the claims of the
general creditors of the Employers, present and future. This
provision shall not require the Employers to set aside any
funds, but the Employers may set aside funds if they choose to
do so.
(b) The Company, in its sole discretion, may establish the Trust
and enter into the Trust Agreement. Any such Trust, and any
assets held by such Trust, to assist the Employers in meeting
its obligations under the Plan shall be a "rabbi trust." The
Employers may transfer money or other property to the Trustee,
and the Trustee shall pay Plan benefits to Participants and
their beneficiaries out of the Trust Fund unless otherwise
paid by the Company. In such event, the Company shall remain
the owner of all assets in the Trust Fund, and the assets held
in the Trust Fund shall be subject to the claims of Company
creditors if the Company becomes "insolvent" as described in
Subsection (c) below. No Participant or beneficiary shall have
any preferred claim to, or any beneficial ownership interest
in, any assets of the Trust Fund.
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