DELL INC. AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENTAssumption 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).
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
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.
Confidentiality AgreementConfidentiality Agreement • August 23rd, 2010 • Dell Inc • Electronic computers • Delaware
In connection with a possible negotiated transaction (a “Transaction”) between 3PAR Inc., a Delaware corporation (“Company”), and Dell Inc., a Delaware corporation (“Buyer”), and in order to allow the Company and Buyer to evaluate the Transaction, each of the Company and Buyer have and will convey or deliver to the other party hereto certain information about the Transaction and may deliver to the other party certain information about its business, operations, financial condition and forecasts, assets, liabilities, personnel and other confidential matters (such party when disclosing such information being referred to herein as the “Disclosing Party” and when receiving such information being referred to herein as the “Receiving Party”).
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • August 23rd, 2010 • Dell Inc • Electronic computers • New York
DELL INC. AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENTAssumption 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 David C-A Scott (“Executive” and, together with the Company and Acquisition Sub, the “Parties”), effective as of and contingent upon the Appointment Time (as defined below).
Long-Term Cash Award AgreementAward Agreement • August 23rd, 2010 • Dell Inc • Electronic computers • California
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.
Dell Employment AgreementDell Employment Agreement • August 23rd, 2010 • Dell Inc • Electronic computers
Dell Inc. One Dell Way MS RR1-87 Round Rock, TX 78682 www.dell.comDell Inc • August 23rd, 2010 • Electronic computers
Dell Inc., a Delaware corporation (“Dell”), has commenced discussions with 3PAR Inc., a Delaware corporation (“Company”), regarding the possible acquisition of Company by Dell (the “Proposed Transaction”). Company recognizes that Dell’s continued evaluation, pursuit and negotiation of the Proposed Transaction would require the expenditure of significant additional time, effort and resources, both internal and external, by Dell. In consideration for, among other things, the willingness of Dell to, within a short period of time, devote such time, effort and resources in connection with the pursuit of the Proposed Transaction, the parties, intending to be legally bound, hereby agree as follows (this “Agreement”):
