Long-Term Cash Award Agreement
Exhibit (d)(30)
DELL INC.
Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Dell Inc., a Delaware corporation, its subsidiaries, affiliates, successors and assigns
(collectively “Dell”), is pleased to offer you this Long-Term Cash Award (“Award”) Agreement. Dell
expects your future contribution to drive its continued success and wants to provide you with both
the strategic tools and the financial incentive to achieve Dell’s long-term goals.
As a material inducement to Dell 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 Dell is providing
you this Award in consideration of your promises and agreements below, and that Dell would not
grant you this Award absent those promises and agreements.
1. Cash Incentive and Retention Award — You will receive a one-time cash incentive and retention
award in the amount of up to $1,000,000.00 which will be paid out as follows:
| a) | Up to $500,000.00 (50% ) in 2012 but not later than March 31, 2012, and ; | ||
| b) | Up to $500,000.00 (50% ) in 2013 but not later than March 31, 2013. |
Your eligibility to receive the foregoing payments is subject to the achievement of revenue
performance goals related to the FYE 2012 and FYE 2013 of Dell. These performance goals will be
based on the pro forma plan established by the Dell Board of Directors. Dell will discuss the
goals with you before they are established and consider your input, but Dell will have the final
say on the specific goals. For avoidance of doubt, each fiscal year’s performance will be
established and determined independently of the other fiscal year (for example, there will be no
“catch up” vesting”).
For purposes of determining the amount of each payment:
| -If performance against the goal is less than 80%, no payment will be made. | |||
| -If performance against the goal is at least 80%, there will be a 50% payout. | |||
| -If performance against the goal is 100% or greater, there will be a 100% payout. | |||
| -If performance is 80% or higher but less than 100%, payout will be based on linear interpolation between 50% and 100%. |
In addition to the satisfaction of the foregoing performance goals, your eligibility to receive an
Award Payment is conditioned upon your continued Employment. Accordingly, if your Employment
ceases for any reason prior to an Award Payment date listed in subparagraphs (a) and (b), you will
not be eligible for any portion of that Award Payment. As used herein, the term “Employment” means
your regular full-time or part-time employment with Dell or any of its consolidated Subsidiaries or
affiliates, and the term “Employer” means Dell (if you are employed by Dell) or the consolidated
Subsidiary or Affiliate of Dell that employs you.
2. Provision of Sensitive Information — Dell agrees to provide you with Sensitive Information (as
that term is defined below). You agree not to use, publish, misappropriate or disclose any
Sensitive Information, during or after your Employment, except as required in the performance of
your duties for your Employer or as expressly authorized in writing by your Employer.
“Sensitive Information” means that subset of Confidential Information that is not generally
disclosed to non-management employees of Dell. Sensitive Information includes, but is not limited
to, the following:
a. Technical information of Dell, its customers or other third parties that is in use, planned
or under development, such as but not limited to: manufacturing and/or research processes or
strategies (including design rules, device characteristics, process flow, manufacturing
capabilities and yields); computer product, process and/or devices (including device specification,
system architectures, logic designs, circuit implementations); software product (including
operating system adaptations or enhancements, language compilers, interpreters, translators, design
and evaluation tools and application programs); and any other databases, methods, know-how,
formulae, compositions, technological data, technological prototypes, processes, discoveries,
machines, inventions and similar items;
1
(d)(30)
b. Business information of Dell, its customers or other third parties, such as but not limited
to: actual and anticipated relationships between Dell and other companies; financial information
(including sales levels, pricing, profit levels and other unpublished financial data); global
procurement processes, strategies or information; information relating to customer or vendor
relationships (including performance requirements, development and delivery schedules, device
and/or product pricing and/or quantities, customer lists, customer preferences, financial
information, credit information; and similar items;
c. Personnel information of Dell, such as but not limited to: information relating to
employees of Dell and/or its Subsidiaries or affiliates (including information related to staffing,
performance, skills, qualifications, abilities and compensation); key talent information; scaling
calls; organizational human resource planning information; and similar items; and
d. Information relating to future plans of Dell, its customers or other third parties, such as
but not limited to: marketing strategies; new product research; pending projects and proposals;
proprietary production processes; research and development strategies; and similar items.
3. Return of Award Payments — To protect Sensitive Information, Dell’s goodwill, and other
valuable assets of Dell, you agree that if Dell determines that you engaged in Conduct Detrimental
to Dell during your Employment or during the 12 month period following the termination of your
Employment, you shall be required to return to Dell, upon demand, all Award Payments you received
under this Agreement and forfeit any unpaid Award Payments that you may be eligible for. Your
obligation under this Agreement to return Award Payments expires twelve months after your receipt
of your final Award Payment.
For purposes of this provision, “Conduct Detrimental to Dell” means:
a. You engage in serious misconduct (whether or not such serious misconduct is discovered by
Dell prior to the termination of your Employment);
b. You breach your obligations to Dell with respect to Sensitive Information or trade secrets;
c. You breach your promises regarding Non-solicitation (as described in section 4 below).
For purposes of provision 3.b. above, you will be deemed to breach your obligations to Dell with
respect to Sensitive Information if you work or perform services (including consulting or advisory
services) for a Direct Competitor in any position in which you use, or threaten to use, disclose
or otherwise misappropriate any Sensitive Information obtained in the course of your employment
with Dell. You agree that a threat to misuse Sensitive Information exists if manifested by your
words or conduct and you occupy a position with a competitor of such a nature that the evidence
indicates a substantial risk of imminent misuse.
You understand and agree that this provision does not prohibit you from working for a competitor
but only requires return of Award Payments in the event you perform services for a competitor in a
position that violates your obligations with respect to Sensitive Information. You understand and
agree that you are not required to sign this agreement as a condition of employment,
“Direct Competitor” means any entity or other business concern that offers or plans to offer
products or services that are materially competitive with any of the products or services being
manufactured, offered, marketed, or are actively developed by Dell as of the date of your execution
of this Agreement or as of the date this Agreement ends, whichever is later. By way of
illustration, and not by limitation, the following companies are Direct Competitors of Dell as of
the Effective Date: Hewlett-Packard, Lenovo, IBM, Gateway, Apple, Acer, CDW, EMC, Software House
International, Insight (Software Spectrum), Softchoice, Computer Sciences Corporation, and Digital
River. You understand and agree that the foregoing list of Direct Competitors represents an example
of companies which compete with Dell in a material way, and are thus considered Dell Direct
Competitors, and that other entities may be considered or become Dell Direct Competitors.
In the event you desire to perform services for an entity that may be deemed to be covered by the
provisions above, you agree to seek a determination from Dell’s Senior Vice President of Human
Resources as to whether you would be providing
2
(d)(30)
services in a manner that would violate this
Agreement. You understand and agree that the determination of Dell’s Senior Vice President of
Human Resources will be final and binding.
4. Non-solicitation — During your Employment and during the one-year period following the
termination of your Employment, you will not, solicit a Company Employee. For purposes of this
provision, a “Company Employee” means any person employed by Dell or any person who was an employee
of Dell during the term of your employment and within the 60 days prior to any solicitation of a
Company Employee by you.. For purposes of this provision, “solicit a Company Employee” means that
you communicate in any way with any other person regarding (a) a Company Employee leaving the
employ of Dell; or (b) a Company Employee seeking employment with any other employer. This
provision does not apply to those communications that are within the scope of your Employment and
that are taken on behalf of your employer.
5. Notice — You agree that notices may be given to you in writing either at your home address as
shown in the records of Dell or your Employer, or by electronic transmission (including e-mail or
reference to a website or other URL) sent to you through Dell’s normal process for communicating
electronically with its employees.
6. No Right to Continued Employment — This Agreement does not confer upon you any right to
expectation of employment by, or to continue in the employment of, your Employer.
7. Other Agreements — Your eligibility for this Award depends on your execution of this Agreement,
which supplements your other agreements regarding the protection of Dell’s Confidential
Information. No waiver of this Agreement will be effective unless it is in writing and signed by
Dell’s Chief Executive Officer. This Agreement may not be superseded by any other agreement
between you and Dell unless such agreement specifically and expressly states that it is intended to
supersede the Long-Term Cash Award Agreement between you and Dell.
8. Miscellaneous — By accepting this Agreement, you expressly acknowledge that nothing in this
Agreement is intended to restrict your ability to work, but rather is intended to protect Dell’s
legitimate business interests. You further agree and acknowledge that: (a) Award Payments are an
extraordinary item of compensation that is outside the scope of your Employment Agreement; (b)
Award Payments are not part of normal or expected compensation for any purpose, and are not to be
used for calculating any severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments, and you waive any claim on
such basis; ; (c) the grant of this Award is a one-time benefit that does not create any
contractual or other right to receive future grants of similar awards, or benefits in lieu of
similar awards; and (d) your acceptance of this Agreement is voluntary and is not a condition of
your employment.
9. Data Privacy Consent — As a condition of the grant of this Award, you consent to the
collection, use and transfer of personal data as described in this paragraph. You understand that
Dell and its Subsidiaries hold certain personal information about you, including your name, home
address and telephone number, date of birth, social security number, salary, nationality, job
title, any ownership interests or directorships held in Dell or its Subsidiaries and details of all
cash incentive awards awarded or cancelled (“Data”). You further understand that Dell and its
Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation,
administration and management of your participation in the Award, and that Dell and any of its
Subsidiaries may each further transfer Data to any third parties assisting Dell in the
implementation, administration and management of the Award. You understand that these recipients
may be located in the Asia Pacific region, the Latin American Region, the European Economic Area,
Canada or elsewhere, such as the United States. You authorize them to receive, possess, use,
retain and transfer such Data as may be required for the administration of the Award, in electronic
or other form, for the purposes of implementing, administering and managing your participation in
the Award. You understand that you may, at any time, view such Data or require any necessary
amendments to it.
10. Governing Law and Venue — This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California.
11. Severability. It is the intent of the parties to enforce this agreement as written. If any
provision or part of any provision of this Agreement, or the application of any such provision or
part thereof to any Person or set of circumstances, shall be determined to be invalid or
unenforceable in any jurisdiction to any extent, then: (a) such provision or part thereof shall,
with respect to such circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the
invalidity or unenforceability of such provision or part thereof under such circumstances or in
such jurisdiction shall not affect the validity or enforceability of such provision or part thereof
under any other circumstances or in any other jurisdiction; and (c) the invalidity or
unenforceability of such provision or part
3
(d)(30)
thereof shall not affect the validity or enforceability
of the remainder of such provision or the validity or enforceability of any other provision of this
Agreement. Each provision of this Agreement is separable from every other provision of this
Agreement, and each part of each provision of this Agreement is separable from every other part of
such provision.
12. Acceptance of Terms and Conditions — This Award will not be effective and you may not receive
any Award Payments until you have acknowledged and agreed to the terms and conditions set forth
herein by executing this Agreement in the space provided below and returning it by faxing a signed
copy of the Agreement to Xxxxxx Xxxxx.
Awarded subject to the terms and conditions stated above:
| By: | 
|
|||
| Xxxxx Xxxxxxx, VP, Global Compensation and Benefits | ||||
Recipient’s Signature
I accept pursuant to the terms and conditions stated above.
/s/ Xxxxxxx Xxxxxx
|
Xxxxxxx Xxxxxx
|
|||
Date August 13, 2010 |
4
