Dell 2008 Annual Report Download - page 115
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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.
(h) Change of Control:
(1) With Respect to Grandfathered Benefits: With respect to Grandfathered Benefits, a Change of Control occurs upon 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 Inc.; 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 Inc., (ii) any acquisition by
Dell Inc., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Dell Inc. or any
corporation controlled by Dell Inc., (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 (i), (ii), and (ii) of Paragraph (C) of this Section 1.1(h); 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
(C) Approval by the stockholders of Dell Inc. of a reorganization, merger, or consolidation, or sale or other disposition of all or
substantially all of the assets of Dell Inc., 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 Inc. immediately prior to such Business Combination beneficially own,
directly 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 Inc. or all or substantially all of Dell Inc.'s assets either
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