Dell 2002 Annual Report Download - page 74

(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.
(i) "LOSSES" means any and all Expenses, damages (including
punitive, exemplary and the multiplied portion of any
damages), losses, liabilities, judgments, payments, fines,
penalties (whether civil, criminal or other), awards and
amounts paid in settlement (including all interest,
assessments and other charges paid or incurred in connection
with or with respect to any of the foregoing).
2. INDEMNIFICATION OBLIGATION -- Subject to Section 7, the Company shall
indemnify, defend and hold harmless Indemnitee, to the fullest extent
permitted by the laws of the State of Delaware in effect on the date
hereof or as such laws may from time to time hereafter be amended to
increase the scope of such permitted indemnification, against any and
all Indemnifiable Claims and Indemnifiable Losses; provided, however,
that, except as provided in Sections 5 and 21, Indemnitee shall not be
entitled to indemnification pursuant to this Agreement in connection
with any Claim initiated by Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in or
consented to the initiation of such Claim.
3. ADVANCEMENT OF EXPENSES -- Indemnitee shall have the right to
advancement by the Company prior to the final disposition of any
Indemnifiable Claim of any and all Expenses relating to, arising out of
or resulting from any Indemnifiable Claim paid or incurred by
Indemnitee or which Indemnitee determines are reasonably likely to be
paid or incurred by Indemnitee. Indemnitee's right to such advancement
is not subject to the satisfaction of any standard of conduct. Without
limiting the generality or effect of the foregoing, within five
business days after any request by Indemnitee, the Company shall, in
accordance with such request (but without duplication), (a) pay such
Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an
amount sufficient to pay such Expenses or (c) reimburse Indemnitee for
such Expenses; provided, however, that Indemnitee shall repay, without
interest, any amounts actually advanced to Indemnitee that, at the
final disposition of the Indemnifiable Claim to which the advance
related, were in excess of amounts paid or incurred by Indemnitee with
respect to Expenses relating to, arising out of or resulting from such
Indemnifiable Claim. In connection with any such payment, advancement
or reimbursement, Indemnitee shall execute and deliver to the Company
an undertaking, which need not be secured and shall be accepted without
reference to Indemnitee's ability to repay the Expenses, by or on
behalf of Indemnitee, to repay any amounts paid, advanced or reimbursed
by the
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