exv10w11



 





Exhibit 10.11




DELL INC.




Nonstatutory Stock Option Agreement




	 	 	 	 	 
	 	 	 
	 	 
	 	 	 
	 	Recipient:

	 	Date of Grant:	 
	 	 
	 	 	 
	 	Identification No.:

	 	Number of Options:	 
	 	 
	 	 	 
	 	 

	 	Exercise Price: $	 
	 	 
	 	 	 
	 	 	 




Dell Inc., a Delaware corporation (the “Company”), hereby grants you options to purchase shares of
the Company’s common stock. The number of options awarded to you (the “Options”) and the Exercise
Price per Option (the “Exercise Price”) are stated above. Each Option entitles you to purchase, on
exercise, one share of the Company’s common stock as described below. This award of Options is
subject to the following terms and conditions.





Vesting and Exercisability — You cannot exercise the Options until they have vested and
become exercisable.



Vesting — The Options will vest in accordance with the following schedule (subject to the further
provisions stated below):




	 	 	 
	Number	 	Date
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





Exercisability — You may exercise Options at any time after they vest and before they expire as
described below.



Method of Exercise — You may exercise Options by giving notice to the Company or its designated
agent in accordance with instructions generally applicable to all option holders. At the time of
exercise, you must pay the Exercise Price for all Options being exercised and any taxes that are
required to be withheld by the Company. You may pay such amounts in cash or arrange for such
amounts to be paid through a brokerage firm or in another manner satisfactory to the Company.



Expiration — All Options will expire on the earlier of the tenth anniversary of the Date of Grant
or any of the special expiration dates described below. Once an Option expires, you will no longer
have the right to exercise it.



Removal from Board of Directors — If you are removed from the Company’s Board of Directors in
accordance with the provisions of the Company’s Bylaws or you resign from the Board of Directors
and such resignation was demanded or requested by the Board of Directors, all Options (whether or
not vested) expire at that time.



Death — If you cease to be a director by reason of your death, Options that are not vested at the
time you cease to be a director become fully vested at that time. All Options will then expire on
the first anniversary of the date you cease to be a director and, until that time, will be
exercisable by your legal representatives, legatees or distributees.






Permanent Disability — If you cease to be a director by reason of your Permanent Disability,
Options that are not vested at the time you cease to be a director become fully vested at that
time. All Options will then expire on the first anniversary of the date you cease to be a director
and, until that time, will be exercisable by you or your guardian or legal representative.



Retirement — If you cease to be a director by reason of your retirement from the Board of
Directors after attaining age 72, Options that are not vested at the time you cease to be a
director expire at that time, and Options that are vested at the time you cease to be a director
will expire on the first anniversary of date you cease to be a director.



Other Termination of Directorship — If you cease to be a director for any other reason, Options
that are not vested at the time you cease to be a director expire at that time and Options that are
vested at the time you cease to be a director will expire at the close of business on the 90th day
following the date you cease to be a director.



Periods of Unexercisability — 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,
you may not exercise Options during an applicable Black-Out Period.



Transferability — The Options are not transferable except as described in this Paragraph.




     (a) The Options are transferable by will or the laws of descent and distribution.



     (b) The Options may be transferred to (1) one or more “Family Members” (as defined below),
(2) a trust in which you or Family Members own more than 50% of the beneficial interests, (3) a
foundation in which you or Family Members control the management of assets or (4) any other entity
in which you or Family Members own more than 50% of the voting interests; provided, however, that
in any case, (A) the transfer is by way of gift or is otherwise a donative transfer or, in the
case of a transfer to an entity, the transfer is made in exchange for an interest in the entity
and (B) the transferee expressly








 









 







acknowledges that the terms and provisions of this Agreement will continue to apply to the Options
in the hands of the transferee. For purpose of this provision, the term “Family Member” shall
mean your spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
or sister-in-law (including adoptive relationships) or any person sharing your household (other
than a tenant or employee). Notwithstanding the provisions of this subparagraph (b), any transfer
described herein must be made in compliance with such procedural rules and regulations (including
those pertaining to the timing of transfers) as are established from time to time by the Company.




     (c) The Options may be transferred under a domestic relations order in settlement of marital
property rights.


Rights as a Stockholder — You will have no rights as a stockholder with respect to shares that may
be purchased upon exercise of Options until you have exercised the Options and those shares are
registered in your name on the books of the Company’s transfer agent.



Prospectus— You may at any time obtain a copy of the prospectus related to your purchase of Dell
common stock pursuant to this option award agreement by accessing the prospectus at
http://inside.us.dell.com/legal/corporate.htm. 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, Round Rock, Texas 78682, (512) 728-8644
or by e-mail at
Stock_Option_Administrator@dell.com.



Incorporation of Plan — This award is granted under the Company’s 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.






Data Privacy Consent — As a condition of the grant of the Options, 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.



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.



Acceptance of Terms and Conditions — You will not be entitled to exercise Options 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.
	 	 
	 
	 	 
	By:

	 	 
	 

	 	 
	 

	 	Recipient’s Signature