FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 28th, 2003 • Dell Computer Corp • Electronic computers • Delaware
betweenReceivables Purchase Agreement • March 28th, 1996 • Dell Computer Corp • Electronic computers • New York
1 EXHIBIT 99.1 DELL COMPUTER CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 1998 • Dell Computer Corp • Electronic computers • New York
1 EXHIBIT 99.5 AMENDMENT NO. 2 TO THE DELL COMPUTER CORPORATION TRUST AGREEMENT AMENDMENT NO. 2 TO THE DELL COMPUTER CORPORATION TRUST AGREEMENT THIS AMENDMENT is made as of the 1st day of January, 2001 by and between DELL COMPUTER CORPORATION, a...Trust Agreement • September 20th, 2001 • Dell Computer Corp • Electronic computers
WITNESSETH:Trust Agreement • September 20th, 2001 • Dell Computer Corp • Electronic computers • New York
AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION MASTER TRUSTMaster Trust Agreement • September 20th, 2001 • Dell Computer Corp • Electronic computers
Dell Inc. Exchange and Registration Rights AgreementExchange and Registration Rights 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:
AND CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE INDENTUREIndenture • April 28th, 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.
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,...Employment Agreement • April 14th, 2000 • Dell Computer Corp • Electronic computers
and CHEMICAL BANK Rights AgentRights Agreement • November 30th, 1995 • Dell Computer Corp • Electronic computers • Delaware
among DELL RECEIVABLES L.P. as Seller,Certificate Purchase Agreement • March 28th, 1996 • Dell Computer Corp • Electronic computers • New York
AGREEMENT AND PLAN OF MERGER by and among DELL INC. DELL TRINITY HOLDINGS CORP. and 3PAR INC. Dated as of August 15, 2010Merger Agreement • 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.
WITNESSETHTrust Agreement • September 20th, 2001 • Dell Computer Corp • Electronic computers • New York
DELL INC. AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENTAmendment, Assumption 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).
2 3 (or the Trustee acting on the Trust's behalf), in the name of the Holder of this Note or otherwise, may demand, sue for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any such...Subordinated Note • March 28th, 1996 • Dell Computer Corp • Electronic computers
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”).
DELL INC. Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • July 19th, 2012 • Dell Inc • Electronic computers • Delaware
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • October 2nd, 2009 • Dell Inc • Electronic computers • New York
LIMITED LIABILITY COMPANY AGREEMENT OF NEWFOUND INVESTMENT PARTNERS LLCLimited Liability Company Agreement • April 15th, 2021 • Dell Inc • Electronic computers • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Newfound Investment Partners LLC (the “Company”) dated as of this 27th day of December, 2010, by EMC Corporation, as the sole member of the Company (the “Member”).
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, 2013Merger Agreement • 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.
LIMITED GUARANTEE OF MICHAEL S. DELLLimited Guarantee • March 29th, 2013 • Dell Inc • 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”).
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).
FORM OF COMMERCIAL PAPER DEALER AGREEMENT between Dell Inc., as Issuer and , as DealerCommercial Paper Dealer Agreement • October 2nd, 2009 • Dell Inc • Electronic computers • New York
This agreement (the “Agreement”) 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.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELL PRODUCTS L.P. A Texas Limited Partnership Effective as of July 1, 2003Agreement of Limited Partnership • April 15th, 2021 • Dell Inc • 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.
Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation AgreementProtection of Sensitive Information, Noncompetition and 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:
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.
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
LIMITED LIABILITY COMPANY AGREEMENT OF EMC IP HOLDING COMPANY LLC RecitalsLimited Liability Company Agreement • April 15th, 2021 • Dell Inc • Electronic computers • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EMC IP Holding Company LLC, a Delaware limited liability company (the “Company”), is entered into by EMC Corporation, a Massachusetts corporation, pursuant to and in accordance with the Act (as defined below), effective as of September 1, 2016.
DELL INC. Performance Based Stock Unit AgreementPerformance Based Stock Unit Agreement • June 10th, 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 target number of units that may be awarded to you (the “Target”) is stated in step one of the Stock Plan Administrator’s online grant acceptance process (“Grant Summary”). The number of units awarded to you (the “Units”) will be determined at the end of the Performance Period, which begins in fiscal year 2011 and ends in fiscal year 2013 , based on (i) the number of Units you have earned on the last day of each of the Company’s Fiscal Years during the Performance Period (your “Earned Units”), and (ii) the modifier applied to the number of Earned Units based on the Company’s three year relative Total Shareholder Return (“TSR”). 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 follo
AGREEMENT AND PLAN OF MERGER Dated as of June 30, 2012 among Dell Inc., Diamond Merger Sub Inc. and Quest Software, Inc.Merger Agreement • 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.
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 78682Exclusivity Agreement • October 2nd, 2009 • Dell Inc • Electronic computers • Delaware
Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 Attention: Mr. Peter Altabef, President & Chief Executive Officer
