exv10w9



 





Exhibit 10.9




DELL INC.

Restricted Stock Agreement




	 	 	 	 	 
	 	 	 
	 	 
	 	 	 
	 	Recipient:

	 	Date of Grant:	 
	 	 
	 	 	 
	 	Identification No.:

	 	Number of Shares:	 
	 	 
	 	 	 
	 	 
	 	 	 
	 	 	 




Dell Inc., a Delaware Corporation (the “Company”), is pleased to grant you shares of the Company’s
common stock, subject to the restrictions described below. The number of shares awarded to you (the
“Shares”) is stated above. This award is subject to the following terms and conditions.





Restrictions and Shares— The Shares are subject to the following restrictions (referred to
herein as the “Restrictions”):



Transfer Restrictions — You may not sell, assign, transfer, pledge or otherwise dispose of any
Shares with respect to which the Restrictions have not lapsed as described below.



Forfeiture Restrictions — If you cease to be a director for any reason other than your death or
Permanent Disability (as defined in the Plan described below), you will forfeit any Shares with
respect to which the Restrictions have not lapsed as described below. Any Shares that are
forfeited shall be returned to the Company and cancelled, and all of your rights to those Shares
will terminate, without any payment of consideration by the Company.



Lapse of Restrictions — The Restrictions will lapse with respect to the Shares in accordance with
the following schedule:




	 	 	 
	Number	 	Date
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





Notwithstanding the above, if you cease to be a director by reason of your death or Permanent
Disability, the Restrictions will lapse immediately and automatically with respect to all Shares
upon such termination.



Ownership of Shares — The Company will issue the Shares in your name in the form of an entry into
a share memo account with the Company’s stock transfer agent. The account will show that the
Shares are subject to the Restrictions. Subject to the terms and conditions described herein, you
shall be entitled to all the rights of beneficial ownership of the Shares while they are held in
the share memo account, including the right to vote the Shares and






to receive dividends if, as and when declared by the Company’s Board of Directors.



Until the Restrictions have lapsed or the Shares are forfeited and cancelled, the Shares shall be
held in the share memo account and you shall not be entitled to receive certificates representing
the Shares. After the Restrictions have lapsed with respect to Shares, you (or, in the case of
your death or Permanent Disability, your legal representatives, legatees, distributees or guardian)
shall have the right to have such Shares certificated and transferred in accordance with the
transfer agent’s procedures generally applicable to all stockholders.



In order to facilitate the transfer back to the Company of any Shares that are forfeited and
cancelled as described herein, you must sign and deliver the attached stock power for the Shares to
the Company’s Stock Option Administration Department. Upon the forfeiture of Shares, such Shares
will be transferred back to the Company pursuant to such stock power and cancelled.



Agreement With Respect to Taxes — You must pay any taxes that are required to be withheld by the
Company. You may pay such amounts in cash or make other arrangements satisfactory to the Company
for the payment of such amounts. You agree that if you do not pay, or make arrangements for the
payment of, such amounts, the Company, to the fullest extent permitted by law, shall have the right
to deduct such amounts from any payments of any kind otherwise due to you and shall have the right
to withhold from Shares for which Restrictions have lapsed the number of Shares having an aggregate
market value at that time equal to the amount you owe.



Black-Out Periods— 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, Restrictions will not lapse with respect to









 









 







any Shares during an applicable Black-Out Period and the applicable period during which Shares
shall be subject to the Restrictions shall be extended until the end of such Black-Out Period.



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.



Prospectus — You may at any time obtain a copy of the prospectus related to your purchase of Dell
common stock pursuant to this Share 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.



Data Privacy Consent — As a condition of the grant of the Shares, 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 — This award will not be effective 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:

	 	 
	 

	 	 
	 

	 	Recipient’s Signature
	DELL INC.
	 	 
	 
	 	 
	By:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Accepted under the terms and conditions stated above
	 	 






 









 





Exhibit 10.9




STOCK POWER



For value received, the undersigned individual (“Assignor”) hereby sells, assigns and transfers
unto Dell Inc., a Delaware corporation (“Assignee”),                     shares of the common
stock, par value $.01 per share (the “Shares”), of Dell Inc., a Delaware corporation (“Issuer”),
standing in the name of Assignor on the books of Issuer represented by Account Number
                     and hereby irrevocably constitutes and appoints the Secretary of Issuer, with
full power of substitution, as the agent for Assignor to transfer the Shares on the books of
Issuer.



Executed effective as of                            ,        .




	 	 	 
	 

	 	 
	 	 	 
	Signature of Assignor
	 	 






Do not date the stock power or complete any other information.