Dell 2002 Annual Report Download - page 80

without the prior written consent of Indemnitee, effect any settlement
of any threatened or pending Indemnifiable Claim that Indemnitee is or
could have been a party unless such settlement solely involves the
payment of money and includes a complete and unconditional release of
Indemnitee from all liability on any claims that are the subject matter
of such Indemnifiable Claim. Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement; provided,
however, that Indemnitee may withhold consent to any settlement that
does not provide a complete and unconditional release of Indemnitee.
15. SUCCESSORS AND BINDING AGREEMENT --
(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all the business or
assets of the Company, by agreement in form and substance
satisfactory to Indemnitee and his or her counsel, expressly
to assume and agree to perform this Agreement in the same
manner and to the same extent the Company would be required to
perform if no such succession had taken place. This Agreement
shall be binding upon and inure to the benefit of the Company
and any successor to the Company, including any person
acquiring directly or indirectly all or substantially all the
business or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor
will thereafter be deemed the "Company" for purposes of this
Agreement), but shall not otherwise be assignable or
delegatable by the Company.
(b) This Agreement shall inure to the benefit of and be
enforceable by Indemnitee's personal or legal representatives,
executors, administrators, successors, heirs, distributees,
legatees and other successors.
(c) This Agreement is personal in nature and neither of the
parties hereto shall, without the consent of the other, assign
or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Sections 15(a) and
15(b). Without limiting the generality or effect of the
foregoing, Indemnitee's right to receive payments hereunder
shall not be assignable, whether by pledge, creation of a
security interest or otherwise, other than by a transfer by
Indemnitee's will or by the laws of descent and distribution,
and in the event of any attempted assignment or transfer
contrary to this Section 15(c), the Company shall have no
liability to pay any amount so attempted to be assigned or
transferred.
16. NOTICES -- For all purposes of this Agreement, all communications,
including notices, consents, requests or approvals, required or
permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given when hand delivered or dispatched by electronic
facsimile transmission (with receipt thereof orally confirmed), or five
business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid or one
business day after having been sent for next-day delivery by a
nationally recognized overnight courier service, addressed to the
Company (to the attention of the Secretary of the Company) and to
Indemnitee at the addresses shown on the signature page hereto, or to
such other address as any party may have furnished to the other in
writing and in accordance herewith, except that notices of changes of
address will be effective only upon receipt.
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