DELL INC. Form of Stock Unit AgreementStock Unit Agreement • October 2nd, 2009 • Perot Systems Corp • Services-computer processing & data preparation • 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
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 2nd, 2009 • Perot Systems Corp • Services-computer processing & data preparation • 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.
Dell Inc. One Dell Way Round Rock, Texas 78682Perot Systems Corp • October 2nd, 2009 • Services-computer processing & data preparation • 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 • Perot Systems Corp • Services-computer processing & data preparation • 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 • Perot Systems Corp • Services-computer processing & data preparation
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 Dell Employment AgreementPerot Systems Corp • October 2nd, 2009 • Services-computer processing & data preparation
Protection of Sensitive Information, Noncompetition and Nonsolicitation AgreementNoncompetition and Nonsolicitation Agreement • October 2nd, 2009 • Perot Systems Corp • Services-computer processing & data preparation
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:
September 2, 2009 Dell Inc. One Dell Way Round Rock, Texas 78682 Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 RE: Non-Disclosure Agreement Ladies and Gentlemen:Perot Systems Corp • October 2nd, 2009 • Services-computer processing & data preparation • Delaware
To facilitate discussions relating to a possible acquisition (the “Proposed Transaction”) of Perot Systems Corporation, a Delaware corporation (“Company”), by Dell Inc., a Delaware corporation (“Dell”), each company expects to make available to the other certain non-public information concerning their respective businesses, financial condition, operations, assets and liabilities. Each of Company and Dell agree that any Evaluation Information (as defined below) furnished by the other company shall be governed by the terms and conditions of this Letter Agreement (the “Agreement”). The party receiving such Evaluation Information shall be deemed to be the “Receiving Company” and the party furnishing such Evaluation Information shall be deemed to be the “Disclosing Company” for the purposes of this Agreement. As used in this Agreement, “Representatives” of any party shall mean the subsidiaries and affiliates (as such term is used in Rule 12b-2 under the Securities Exchange Act of 1934, as a
PEROT SYSTEMS CORPORATIONPerot Systems Corp • October 2nd, 2009 • Services-computer processing & data preparation
On behalf of the Board of Directors of Perot Systems Corporation (“Perot Systems”), I am pleased to inform you that Perot Systems has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 20, 2009, with Dell Inc., a Delaware corporation (“Dell”), and DII-Holdings Inc. (“Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of Dell. Under the terms of the Merger Agreement and subject to the conditions set forth in the Purchaser’s Offer to Purchase and related materials enclosed with this letter, the Purchaser is commencing today a cash tender offer (the “Offer”) to purchase all of the outstanding shares of Class A Common Stock, par value $0.01 per share (the “Shares”), of Perot Systems at a purchase price of $30.00 per Share (such price, or any higher per Share price paid in the Offer, the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding or stock transfer taxes. Unless su
