Dell 2008 Annual Report Download - page 139

otherwise payable during the calendar year ending December 31, 2008, subject to the terms and conditions of such elections.
9.2 Distribution Elections.
(a) With respect solely to Grandfathered Benefits, Distribution elections applicable to Grandfathered Benefits have been consistently administered as
filed by the Participant. Such elections have been modified only as permitted under the Plan's terms as applicable prior to the adoption of Code
Section 409A.
(b) With respect to 409A Benefits. Effective with respect to the Plan Years beginning on and after January 1, 2005, at the time a Participant made an
election to defer an amount attributable to 409A Benefits, the Participant was required to make an election as to the form of distribution of such
amount, as provided in Section 8.3(c) hereof. If no such election was made, the distribution of such amount will be in the form of a single lump
sum cash payment. For periods prior to January 1, 2008, elections under Section 7.2(b)(4)(A) were made only during the Plan's annual open
enrollment period.
ARTICLE X.
ADMINISTRATION OF PLAN
10.1 Appointment of Committee. The general administration of the Plan shall be vested in the Committee, which shall be appointed by the Leadership
Development and Compensation Committee of the Company's Board of Directors and shall consist of one or more persons. Any individual, whether or
not an employee of the Company, is eligible to become a member of the Committee.
10.2 Term, Vacancies, Resignation, and Removal. Each member of the Committee shall serve until he resigns, dies, or is removed by the Leadership
Development and Compensation Committee of the Company's Board of Directors. At any time during his term of office, a member of the Committee
may resign by giving written notice to the Directors and the Committee, such resignation to become effective upon the appointment of a substitute
member or, if earlier, the lapse of thirty (30) days after such notice is given as herein provided. At any time during his term of office, and for any
reason, a member of the Committee may be removed by the Directors with or without cause, and the Directors may in their discretion fill any vacancy
that may result therefrom. Any member of the Committee who is an employee of an Employer shall automatically cease to be a member of the
Committee as of the date he ceases to be employed by an Employer.
10.3 Self-Interest of Committee Members. No member of the Committee shall have any right to vote or decide upon any matter relating solely to himself
under the Plan (including, without limitation, Committee decisions under Article II) or to vote in any case in which his individual right to claim any
benefit under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act and the remaining members cannot
agree, the Directors shall appoint a temporary substitute member to exercise all the powers of the disqualified member concerning the matter in which
he is disqualified. -27-