Dell 2008 Annual Report Download - page 145

shall be required of an Employer under any applicable local, state, or federal law as such laws are interpreted by the Company.
13.4 Amendment and Termination.
(a) Amendment and Termination with Respect to Grandfathered Benefits. This paragraph applies solely with respect to Grandfathered Benefits. The
Directors have the absolute and unconditional right to amend the portion of the Plan that affects Grandfathered Benefits at any time and may
from time to time, in their discretion, amend, in whole or in part, any or all of the provisions of the Plan relating to Grandfathered Benefits;
provided, however, that any amendments to the Plan that do not have a significant cost impact on the Company, whether or not retroactive, may
be made by the Committee; and provided, further, that no amendment may be made that would reduce a Participant's Vested Interest in the
amounts credited to his Individual Accounts as of the date of adoption of such amendment. The Directors have the absolute and unconditional
right to terminate the Plan solely with respect to Grandfathered Benefits at any time on behalf of the Company and each Participating Employer.
In the event that the Plan is so terminated, notwithstanding any other form of benefit elected by the Participant, the balance of each Participant's
Grandfathered Benefits shall be paid to such Participant or his designated beneficiary in the manner selected by the Committee in its discretion
(notwithstanding any other form of benefit elected by such Participant), which may include the payment of a single lump sum cash payment, in
full satisfaction of all of such Participant's or beneficiary's Grandfathered Benefits hereunder.
(b) Amendment and Termination with Respect to 409A Benefits. The Company may amend or terminate the portion of the Plan that is subject to
Code Section 409A upon occurrence of any one of the following events:
(1) Within twelve (12) months of the Company's dissolution, taxed under Code Section 331 or with the approval of a bankruptcy court
pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants' gross
income in the latest of:
(A) The calendar year in which Plan termination occurs;
(B) The calendar year in which such amounts are no longer subject to a substantial risk of forfeiture; or
(C) The first calendar year in which payment of such amounts is administratively practicable.
(2) Within the thirty (30) days preceding or the twelve (12) months following a Change of Control, provided all substantially similar
arrangements (within the meaning of Code Section 409A and related guidance issued thereunder) sponsored by the Company are also
terminated, so that the Participant and all participants under substantially similar arrangements are required to receive
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