DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of [●], 2018Registration Rights Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation, and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
DELL TECHNOLOGIES INC. MSD PARTNERS STOCKHOLDERS AGREEMENT Dated as of [●], 2018Stockholders Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This MSD PARTNERS STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), EMC Corporation, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of
DELL TECHNOLOGIES INC. AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT Dated as of [●], 2018Class C Stockholders Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This AMENDED AND RESTATED CLASS C STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
AMENDED AND RESTATED STOCK OPTION AGREEMENT Rollover OptionStock Option Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Optionee”), is effective as of September 27, 2018 (the “Effective Date”). The Agreement was originally effective as of , 2016 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
AMENDED AND RESTATED DELL TIME AWARD AGREEMENTDell Time Award Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED DELL TIME AWARD AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Holder”), is effective as of September 27, 2018 (the “Effective Date”). The Agreement was originally effective as of , 2016 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
AMENDED AND RESTATED DELL PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED DELL PERFORMANCE AWARD AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Holder”), is effective as of September 27, 2018 (the “Effective Date”). The Agreement was originally effective as of , 2016 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of [●], 2018Management Stockholders Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
AMENDED AND RESTATED STOCK OPTION AGREEMENT Non-Employee Director Option – Annual GrantStock Option Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Optionee”), is effective as of the Merger Closing. This Agreement was originally effective as to each Class V Option and Class C Option (each as defined below) set forth on Exhibit A on the corresponding “Grant Date” set forth adjacent to such option (as to each such option, the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
AMENDED AND RESTATED STOCK OPTION AGREEMENT Performance Vesting OptionStock Option Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation formerly known as Denali Holding Inc. (the “Company”), and (the “Optionee”), is amended and restated effective as of the Merger Closing. The Agreement was originally effective as of , 2013 (the “Grant Date”) and was amended on each of July 14, 2014, and October 5, 2015 (such immediate predecessor agreement, after giving effect to such previous amendments, the “Original Agreement”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
STOCK OPTION AGREEMENT Non-Employee Director Option – Sign-On GrantStock Option Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Optionee”), is effective as of , 2018 (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT Dated as of [●], 2018Sponsor Stockholders Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This SECOND AMENDED AND RESTATED SPONSOR STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), EMC Corporation, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2(a), a
DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED CLASS A STOCKHOLDERS AGREEMENT Dated as of [●], 2018Class a Stockholders Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
This SECOND AMENDED AND RESTATED CLASS A STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
AMENDED AND RESTATED DELL DEFERRED TIME AWARD AGREEMENTDell Deferred Time Award Agreement • October 4th, 2018 • Dell Technologies Inc • Electronic computers • Delaware
THIS AMENDED AND RESTATED DELL DEFERRED TIME AWARD AGREEMENT (the “Agreement”), made by and between Dell Technologies Inc., a Delaware corporation (the “Company”), and (the “Holder”), is effective as of the Merger Closing. This Agreement was originally effective as to each Class V DDTA and Class C DDTA (each as defined below) set forth on Exhibit A on the corresponding “Grant Date” set forth adjacent to such deferred stock unit (as to each such deferred stock unit, the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, as modified or amended from time to time (the “Plan”).
