0000826083-12-000015 Sample Contracts

Stock Unit Agreement
Stock 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

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DELL INC. Amendment No. 1 to Stock Unit Agreements
Stock Unit Agreements • August 29th, 2012 • Dell Inc • Electronic computers • Delaware

This Amendment No. 1 to Stock Unit Agreements (this “Amendment”) is made as of June 12, 2012 (the “Amendment Effective Date”) and relates to certain units (the “Units”) representing the right to receive shares (the “Shares”) of the common stock (the “Common Stock”) of Dell Inc., a Delaware corporation (the “Company”), granted to you by the Company under the Company's 2002 Long-Term Incentive Plan (as amended and restated through the Amendment Effective Date, the “Plan”). Capitalized terms used in this Amendment but not defined herein have the respective meanings ascribed to them in the Plan or the applicable Stock Unit Agreement.

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