Dell 2010 Annual Report Download - page 134

(B) Any acquisition by the Company or any Controlled Affiliate of the Company;
(C) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
Controlled Affiliate of the Company;
(D) Any acquisition by Mr. Michael S. Dell, his Affiliates or Associates (as such terms are 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 Outstanding Company Common Stock or Outstanding Company Voting Securities; or
(E) Any acquisition by any entity or its security holders pursuant to a transaction that complies with clauses (A), (B),
and (C) of paragraph (iii) below;
(ii) Individuals who, as of the date of this Agreement, constitute the Board (collectively, the "Incumbent Directors") cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a
director of the Company subsequent to the date of this Agreement and whose election or appointment by the Board or
nomination for election by the Company's stockholders was approved by a vote of at least a majority of the then
Incumbent Directors, shall be considered as an Incumbent Director, unless such individual's initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(iii) Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all the assets
of the Company or an acquisition of assets of another corporation (a "Business Combination"), unless, in each case,
following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting
from such Business Combination (including a corporation that as a result of such transaction owns the Company or all
or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any
employee benefit plan (or related trust) of the Company or the corporation resulting from such Business Combination
and any Person referred to in clause (D) of paragraph (i) above) beneficially owns, directly or indirectly, 15% or more
of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting securities of such corporation except to the
extent that such ownership of the Company existed prior to the Business Combination and (C) at least a majority of the
members of the board of directors of the corporation resulting from such Business Combination were Incumbent
Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business
Combination; or
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(b) "Claim" shall mean (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding (including
any cross claim or counterclaim in any action, suit or proceeding), whether civil, criminal, administrative, arbitrative,
investigative or other and whether made pursuant to federal, state or other law (including securities laws); and (ii) any inquiry
or investigation (including discovery), whether made, instituted or conducted by the Company or any other party, including
any federal, state or other governmental entity, that Indemnitee in good faith believes might lead to the institution of any such
claim, demand, action, suit or proceeding.
(c) "Controlled Affiliate" shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, that is directly or indirectly controlled by the