1 EXHIBIT 99.1 DELL COMPUTER CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 1998 • Dell Computer Corp • Electronic computers • New York
AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION MASTER TRUSTAgreement • September 20th, 2001 • Dell Computer Corp • Electronic computers
betweenReceivables Purchase Agreement • March 28th, 1996 • Dell Computer Corp • Electronic computers • New York
WITNESSETH:Trust Agreement • September 20th, 2001 • Dell Computer Corp • Electronic computers • New York
AND [NAME OF TRUSTEE], AS TRUSTEE INDENTUREIndenture • April 3rd, 1998 • Dell Computer Corp • Electronic computers • New York
Dell Inc.Underwriting Agreement • June 15th, 2009 • Dell Inc • Electronic computers • New York
Introductory. Dell Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of the Company’s 3.375% Notes due 2012 (the “2012 Notes”) and $600,000,000 aggregate principal amount of the Company’s 5.875% Notes due 2019 (the “2019 Notes” and together with the 2012 Notes, the “Notes”). Banc of America Securities LLC, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
and CHEMICAL BANK Rights AgentRights Agreement • November 30th, 1995 • Dell Computer Corp • Electronic computers • Delaware
AGREEMENT AND PLAN OF MERGER by and among DELL INC. DELL TRINITY HOLDINGS CORP. and 3PAR INC. Dated as of August 15, 2010Agreement and Plan of Merger • August 20th, 2010 • Dell Inc • Electronic computers • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 15, 2010 by and among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
Page ---- ARTICLE I DEFINITIONSPooling and Servicing Agreement • March 28th, 1996 • Dell Computer Corp • Electronic computers • New York
WITNESSETHTrust Agreement • September 20th, 2001 • Dell Computer Corp • Electronic computers • New York
AND CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE INDENTUREDell Computer Corp • April 28th, 1998 • Electronic computers • New York
DELL INC. AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENTAssumption and Acknowledgment Agreement • August 23rd, 2010 • Dell Inc • Electronic computers • Delaware
This Amendment, Assumption and Acknowledgment Agreement (the “Agreement”) is entered into by and between Dell Inc., a Delaware corporation (the “Company”), Dell Trinity Holdings Corp., a Delaware corporation (“Acquisition Sub”) and Alastair Short (“Executive” and, together with the Company and Acquisition Sub, the “Parties”), effective as of and contingent upon the Appointment Time (as defined below).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 28th, 2003 • Dell Computer Corp • Electronic computers • Delaware
DELL INC. Stock Unit AgreementStock Unit Agreement • August 23rd, 2010 • Dell Inc • Electronic computers • Delaware
Dell Inc., a Delaware corporation (the “Company”), is pleased to grant you units representing the right to receive shares of the Company’s common stock (the “Shares”), subject to the terms and conditions described below. The number of units that are awarded to you (the “Units”) is stated in step one of the Stock Plan Administrator’s online grant acceptance process (“Grant Summary”). Each Unit represents the right to receive one Share. As a material inducement to the Company to grant you this award, you agree to the following terms and conditions. You agree that you are not otherwise entitled to this award, that the Company is providing you this award in consideration for your promises and agreements below, and that the Company would not grant you this award absent those promises and agreements. This Stock Unit Agreement, the Grant Summary, and the Company’s Amended and Restated 2002 Long-Term Incentive Plan (the “Plan”) set forth the terms of your Units identified in your Grant Summary
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2011 • Dell Inc • Electronic computers • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into, effective January 1, 2010, by and between Dell Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among DENALI HOLDING INC., DENALI INTERMEDIATE INC., DENALI ACQUIROR INC. and DELL INC. Dated as of February 5, 2013Agreement and Plan of Merger • February 6th, 2013 • Dell Inc • Electronic computers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2013 (the “Agreement”), by and among Denali Holding Inc., a Delaware corporation (“Parent”), Denali Intermediate Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub” and, taken together with Intermediate and Parent, the “Parent Parties”), and Dell Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.15.
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • October 2nd, 2009 • Dell Inc • Electronic computers • New York
AMENDED AND RESTATED COMMERCIAL PAPER DEALER AGREEMENT between Dell Inc., as Issuer and , as DealerCommercial Paper Dealer Agreement • August 23rd, 2010 • Dell Inc • Electronic computers • New York
This agreement (the “Agreement”), which amends and restates the Commercial Paper Deal Agreement dated as of June 1, 2006 between the Issuer and the Dealer, sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
Dell Inc. Exchange and Registration Rights AgreementRights Agreement • April 17th, 2008 • Dell Inc • Electronic computers • New York
Dell Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $600,000,000 aggregate principal amount of notes due 2013 (the “2013 Notes”), $500,000,000 aggregate principal amount of notes due 2018 (the “2018 Notes”) and $400,000,000 aggregate principal amount of notes due 2038 (the “2038 Notes” and, together with the 2013 Notes and the 2018 Notes, the “Notes”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
DELL INC. Nonstatutory Stock Option AgreementOption Agreement • June 10th, 2010 • Dell Inc • Electronic computers • Delaware
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELL PRODUCTS L.P. A Texas Limited Partnership Effective as of July 1, 2003Dell Inc • April 15th, 2021 • Electronic computers • Texas
This First Amended and Restated Agreement of Limited Partnership of Dell Products L.P. (this “Agreement”) is made and entered into, effective July 1, 2003, by and between Dell Products GP L.L.C., a Delaware limited liability company (“DPGP”), as the General Partner, and Dell Products LP L.L.C., a Delaware limited liability company (“DPLP”), as the Limited Partner.
DELL INC. Stock Unit AgreementDell Inc • October 30th, 2007 • Electronic computers • Delaware
Dell Inc., a Delaware corporation (the “Company”), is pleased to grant you units representing the right to receive shares of the Company’s common stock (the “Shares”), subject to the terms and conditions described below. The number of units that are awarded to you (the “Units”) is stated above. Each Unit represents the right to receive one Share. As a material inducement to the Company to grant you this award, you agree to the following terms and conditions. You agree that you are not otherwise entitled to this award, that the Company is providing you this award in consideration for your promises and agreements below, and that the Company would not grant you this award absent those promises and agreements.
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 2nd, 2009 • Dell Inc • Electronic computers • Texas
This NON-COMPETITION AGREEMENT (this “Agreement”) is being entered into on September 20, 2009, between H. Ross Perot, an individual (the “Restricted Party”), Dell Inc., a Delaware corporation (“Parent”), DII – Holdings, Inc., a Delaware corporation (“Merger Sub”), and Perot Systems Corporation, a Delaware corporation (“Company”, and together with its Subsidiaries (as hereinafter defined), the “Perot Companies”), and shall be effective from and after the Acceptance Date (as hereinafter defined) without any further action by either party.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 15th, 2013 • Dell Inc • Electronic computers • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of February 5, 2013 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and Dell Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
LIMITED GUARANTEE OF MICHAEL S. DELLDell Inc • March 29th, 2013 • Electronic computers • Delaware
LIMITED GUARANTEE, dated as of February 5, 2013 (this “Limited Guarantee”), by Michael S. Dell (the “Guarantor”), in favor of Dell Inc., a Delaware corporation (the “Guaranteed Party”).
Stock Unit AgreementStock Unit Agreement • August 29th, 2012 • Dell Inc • Electronic computers • Delaware
Dell Inc., a Delaware corporation (the “Company”), is pleased to grant you units representing the right to receive shares of the Company's common stock (the “Shares”), subject to the terms and conditions described below. The number of units that are awarded to you (the “Units”) is stated in step one of the Stock Plan Administrator's online grant acceptance process (“Grant Summary”). Each Unit represents the right to receive one Share. As a material inducement to the Company to grant you this award, you agree to the following terms and conditions. You agree that you are not otherwise entitled to this award, that the Company is providing you this award in consideration for your promises and agreements below, and that the Company would not grant you this award absent those promises and agreements. This Stock Unit Agreement, the Grant Summary, and the Company's Amended and Restated 2002 Long-Term Incentive Plan (the “Plan”) set forth the terms of your Units identified in your Grant Summary
AGREEMENT AND PLAN OF MERGER Dated as of June 30, 2012 among Dell Inc., Diamond Merger Sub Inc. and Quest Software, Inc.Agreement and Plan of Merger • July 2nd, 2012 • Dell Inc • Electronic computers • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2012 (this “Agreement”), is by and among Dell Inc., a Delaware corporation (“Parent”), Diamond Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Quest Software, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
EXHIBIT 10.16 DELL COMPUTER CORPORATION DELL EMPLOYMENT AGREEMENT I agree to the following terms regarding my employment or continued employment with Dell Computer Corporation or a subsidiary or affiliate of Dell Computer Corporation (collectively,...Dell Computer Corp • April 14th, 2000 • Electronic computers
INTERIM INVESTORS AGREEMENT by and among Denali Holding Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Management, L.P., Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P. Silver Lake Technology Investors III,...Interim Investors Agreement • March 29th, 2013 • Dell Inc • Electronic computers • Delaware
This INTERIM INVESTORS AGREEMENT (this “Agreement”) is made as of February 5, 2013 by and among Denali Holding Inc., a Delaware corporation (“Parent”), Michael S. Dell (“MD”) and Susan Lieberman Dell Separate Property Trust (together with MD, the “MD Investors”), MSDC Management, L.P., a Delaware limited partnership (together with its affiliated investment funds, “MSDC Investor”), Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP III”), Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”) and Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”, with SLP III and SLP IV, collectively the “Equity Investors”, and together with the MD Investors and MSDC Investor, the “Investors”) and, for purposes of Sections 2.7.2, 2.12.2, 2.12.6, 2.20 and Article III only, Michael S. Dell 2009 Gift Trust, created on May 3, 2009 pursuant to the exercise of a power of appointment by Susan L. Dell over the MSD 1997 Gift Trust and namin
Dell Inc. One Dell Way Round Rock, Texas 78682Dell Inc • October 2nd, 2009 • Electronic computers • Delaware
Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 Attention: Mr. Peter Altabef, President & Chief Executive Officer
RETENTION AGREEMENTRetention Agreement • October 2nd, 2009 • Dell Inc • Electronic computers • Texas
This Retention Agreement (“Agreement”) sets forth the mutual agreement of Dell Inc., for itself and its subsidiaries and Russell Freeman (“Executive”) regarding the subject matters addressed below. Executive is currently employed by Perot Systems Corporation and, upon consummation of the transactions contemplated by that certain Agreement and Plan of Merger by and between Dell Inc., DII — Holdings Inc. and Perot Systems Corporation (the “Merger Agreement”), Perot Systems Corporation and/or its successor shall become a subsidiary of Dell Inc. (collectively, with its subsidiaries including Perot Systems Corporation, “Dell”). This Agreement shall not be effective unless and until the Executive agrees to continue employment with Dell on or immediately after the Effective Time (as such term is defined in the Merger Agreement). Notwithstanding anything in this Agreement to the contrary, in the event the Merger Agreement is terminated in accordance with its terms, this Agreement shall not bec
Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation AgreementAnd Nonsolicitation Agreement • October 2nd, 2009 • Dell Inc • Electronic computers
Subject to the terms and conditions of this agreement (the “Agreement”), Executive has been or will be offered employment with Dell Inc., a Delaware corporation, its subsidiaries, affiliates, successors and assigns (“Dell”), in a position of trust and confidence. Dell expects Executive to play a critical role in Dell’s future business operations and desires to provide Executive with the strategic tools and commitments necessary to enable Executive to help Dell achieve its long-term goals, including much of Dell’s sensitive, confidential and proprietary information and trade secrets. At the same time, Dell seeks to protect its sensitive, confidential and proprietary information and trade secrets, as well as its good will. Therefore, the Parties have agreed as follows:
FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 21st, 2009 • Dell Inc • Electronic computers • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) dated September 20, 2009, among Dell Inc., a Delaware corporation (“Parent”), DII – Holdings, Inc. a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), [NAME OF STOCKHOLDER] (“Stockholder”), and Perot Systems Corporation, a Delaware corporation (“Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF NBT INVESTMENT PARTNERS LLCLimited Liability Company Agreement • April 15th, 2021 • Dell Inc • Electronic computers • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of NBT Investment Partners LLC (the “Company”) dated as of this 25th day of November, 2014, by EMC Corporation as the sole member of the Company (the “Member”).
VOTING AGREEMENTVoting Agreement • July 2nd, 2012 • Dell Inc • Electronic computers • Delaware
VOTING AGREEMENT, dated as of June 30, 2012 (this “Agreement”), among Quest Software, Inc., a Delaware corporation (the “Company”), Dell Inc., a Delaware corporation (“Parent”) and Vincent Smith (the “Executive”), the Vincent C. Smith Annuity Trust 2010–1, the Vincent C. Smith Annuity Trust 2010–2, the Vincent C. Smith Annuity Trust 2011–1 and the Teach A Man to Fish Foundation (each a “Stockholder” and collectively, the “Stockholders”).
