DELL INC. Restricted Stock Unit Agreement
EXHIBIT 10.12
Director Annual
Amended & Restated 2002 Plan
Recipient:
Date of Grant:
Identification No.:
Number of Units:
Dell Inc., a Delaware Corporation (the “Company”), is
pleased to grant you units representing shares of the
Company’s common stock (the “Shares”), subject to
the restrictions described below. The number of units awarded to
you (the “Units”) is stated above. Each Unit
represents one Share. This award is subject to the following
terms and conditions.
Restrictions — The Units are subject to
the following restrictions (referred to herein as the
“Restrictions”):
Transfer Restrictions — You may not sell,
assign, transfer, pledge or otherwise dispose of any Units with
respect to which the Restrictions have not lapsed as described
below.
Expiration — If you cease to be a director for
any reason other than your death, Permanent Disability, (as
defined in the Plan described below) or retirement from the
Board of Directors after attaining age 65 with a minimum of
four years of service, any Units with respect to which the
Restrictions have not lapsed as described below will expire at
that time.
Lapse of Restrictions — The Restrictions
will lapse with respect to the Units, and you will be entitled
to Shares, in accordance with the following schedule:
| Number | Date | |
|
33.34%
|
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|
33.33%
|
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|
33.33%
|
If you cease to be a director by reason of your death, Permanent
Disability, (as defined in the Plan described below) or
retirement from the Board of Directors after attaining
age 65 with a minimum of four years of service, the
Restrictions will lapse immediately and automatically with
respect to all Units upon such termination.
Rights as a Stockholder — You will have
no rights as a stockholder with respect to Shares that may be
received by you upon the lapse of Restrictions until the
Restrictions have lapsed and those Shares are registered in your
name on the books of the Company’s transfer agent.
Agreement With Respect to Taxes — You
must pay any taxes that are required to be withheld by the
Company. You may pay such amounts in cash or make other
arrangements satisfactory to the Company for the payment of such
amounts. You agree that if you do not pay, or make arrangements
for the payment of, such amounts, the Company, to the fullest
extent permitted by law, shall have the right to deduct such
amounts from any payments of any kind otherwise due to you and
shall have the right to withhold from Units for which
Restrictions have lapsed the number of Shares having an
aggregate market value at that time equal to the amount you owe.
Black-Out Periods — In order to minimize
the potential for prohibited “insider” trading, the
Company may establish periods from time to time during which you
may not engage in transactions involving the Company’s
stock (“Black-Out Periods”). Notwithstanding any other
provisions herein, Restrictions will not lapse with respect to
any
Units during an applicable Black-Out Period and the applicable
period during which Units shall be subject to the Restrictions
shall be extended until the end of such Black-Out Period.
Incorporation of Plan — This award is
granted the Company’s Amended and Restated 2002 Long-Term
Incentive Plan and is governed by the terms of the Plan in
addition to the terms and conditions stated herein. All terms
used herein with their initial letters capitalized shall have
the meanings given them in the Plan unless otherwise defined
herein. A copy of the Plan is available upon request from the
Company’s Stock Option Administration Department. Shares of
common stock that are issued upon the lapse of Restrictions
shall be made available from authorized but unissued shares.
Prospectus — You may at any time obtain
a copy of the prospectus related to your purchase of Dell common
stock pursuant to this Unit award agreement by accessing the
prospectus at
xxxx://xxxxxx.xx.xxxx.xxx/xxxxx/xxxxxxxxx.xxx.
Additionally, you may request a copy of the prospectus free of
charge from the Company by contacting Stock Option
Administration in writing at Stock Option Administration, One
Dell Way, Mail Stop 8038, Xxxxx Xxxx, Xxxxx 00000,
(000) 000-0000
or by e-mail
at Xxxxx_Xxxxxx_Xxxxxxxxxxxxx@xxxx.xxx.
Notice — You agree that notices may be
given to you in writing either at your home address as shown in
the records of the Company or by electronic transmission
(including
e-mail or
reference to a website or other URL) sent to you through the
Company’s normal process for communicating electronically
with its directors.
Data Privacy Consent — As a condition of
the grant of the Units, you consent to the collection, use and
transfer of personal data as described in this paragraph. You
understand that the Company and its Subsidiaries hold certain
personal information about you, including your name, home
address and telephone number, date of birth, social security
number, nationality, any shares of common stock held in the
Company, and details of all options or other entitlements to
shares of common stock awarded, cancelled, exercised, vested, or
unvested (“Data”). You further understand that the
Company and its Subsidiaries will transfer Data amongst
themselves as necessary for the purposes of implementation,
administration and management of your participation in the Plan,
and that the Company and any of its Subsidiaries may each
further transfer Data to any third parties assisting the Company
in the implementation, administration and management of the
Plan. You understand that these recipients may be located in the
European Economic Area 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 Plan
or the subsequent holding of shares of common stock on your
behalf, in electronic or other form, for the purposes of
implementing, administering and managing your participation in
the Plan, including any requisite transfer to a broker or other
third party with whom you may elect to deposit any shares of
common stock acquired under the Plan. You understand that you
may, at any time, view such Data or require any necessary
amendments to it.
Acceptance of Terms and Conditions —
This award will not be effective 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 to
the Company’s Stock Option Administration Department.
| Awarded subject to the terms and conditions stated above: | Accepted under the terms and conditions stated above | |||
| DELL INC. | ||||
|
Recipient’s Signature |
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| By: |
/s/ XXXXX X.
BRISCOECraig
X. Xxxxxxx, VP, Global Compensation & Benefits |
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