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EXHIBIT 10.1



DELL COMPUTER CORPORATION



EXECUTIVE INCENTIVE BONUS PLAN



Dell Computer Corporation, a Delaware corporation (the “Company”) adopts this
Executive Incentive Bonus Plan (the “Plan”) for the purpose enhancing the
Company’s ability to attract and retain highly qualified executives and to
provide additional financial incentives to such executives to promote the
success of the Company and its subsidiaries.



Remuneration payable under the Plan is intended to constitute “qualified
performance-based compensation” for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and Section 1.162-27 of the Treasury
Regulations promulgated thereunder, and the Plan shall be construed
consistently with such intention. The “performance goal” necessary for the
payment of remuneration under the Plan will be the achievement of positive
Consolidated Net Income (as defined below).



	1.
	 	Definitions — As used herein, the following terms shall have the
respective meanings indicated:




	 	(a)
	 	“Board” shall mean the Board of Directors of the Company.




	 	(b)
	 	“Code” shall mean the Internal Revenue Code of 1986, as
amended, or the corresponding provisions of any subsequent federal
internal revenue law.




	 	(c)
	 	“Committee” shall mean the Compensation Committee of the
Board or such other committee appointed by the Board to administer
the Plan; provided, however, that in any event the Committee shall
be comprised of not less than two directors of the Company, each of
whom shall qualify in all respects as an “outside director” for
purposes of Section 162(m) of the Code and Section 1.162-27(e)(3) of
the Regulations.




	 	(d)
	 	“Company” shall mean Dell Computer Corporation, a Delaware
corporation.




	 	(e)
	 	“Consolidated Net Income” shall mean, for any fiscal quarter
or fiscal year, the net income before extraordinary items reported
in the Company’s quarterly or annual consolidated statement of
income included in the applicable Quarterly Report on Form 10-Q (in
the case of a fiscal quarter) or Annual Report on Form 10-K (in the
case of a fiscal year), as filed with the Securities Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended.




	 	(f)
	 	“Eligible Executive” shall mean the Company’s Chief Executive
Officer and each other executive officer of the Company that the
Committee determines, in its discretion, is or may be a “covered
employee” of the Company within the meaning Section 162(m) of the
Code and Section 1.162-27(c)(2) of the Regulations.




	 	(g)
	 	“Incentive Bonus” shall mean, for each Eligible Executive, an
annual bonus opportunity amount determined by the Committee pursuant
to Section 3 below.




 







 


	 	(h)
	 	“Regulations” shall mean the Treasury Regulations promulgated
under the Code, as amended from time to time.




	2.
	 	Administration of the Plan — The Plan shall be administered by the
Committee, which shall have full power and authority to construe,
interpret and administer the Plan and shall have the exclusive right to
establish, adjust, pay or decline to pay the Incentive Bonus for each
Eligible Executive. Such power and authority shall include the right to
exercise discretion to reduce by any amount the Incentive Bonus payable to
any Eligible Executive; provided, however, that the exercise of such
discretion with respect to any Eligible Executive shall not have the
effect of increasing the Incentive Bonus that is payable to any other
Eligible Executive. All Committee actions under the Plan shall be taken
in accordance with the applicable provisions of the Company’s By-laws and
the Committee’s Charter.




	3.
	 	Eligibility — Eligibility under this Plan is limited to Eligible
Executives designated by the Committee in its sole and absolute
discretion.




	4.
	 	Awards —




	 	(a)
	 	Not later than the 90th day of each fiscal year of the
Company, the Committee, in its sole and absolute discretion, shall
designate one or more Eligible Executives as participants in the
Plan for such fiscal year and shall specify the terms and conditions
for the determination and payment of an Incentive Bonus to each such
Eligible Executive for such fiscal year. After the end of such
90-day period, the Committee may designate additional Eligible
Executives so long as, within 30 days following each such additional
designation, the Committee specifies the terms and conditions for
the determination and payment of an Incentive Bonus to such
additional Eligible Executive.




	 	(b)
	 	The Committee may condition the payment of an Incentive Bonus
upon the satisfaction of such objective or subjective standards as
the Committee shall determine to be appropriate, in its sole and
absolute discretion, and shall retain the discretion to reduce the
amount of any Incentive Bonus that would otherwise be payable to an
Eligible Executive (including a reduction in such amount to zero).




	 	(c)
	 	The Incentive Bonus payable to an Eligible Executive with
respect to any fiscal year shall not exceed 0.5% of the Consolidated
Net Income for such fiscal year; provided, however, that the maximum
Incentive Bonus payable to any individual who becomes an Eligible
Executive after the end of the 90-day period referred to in
subsection (a) of this Section shall be 0.5% of the Consolidated Net
Income for the fiscal quarters after the fiscal quarter in which
such individual became an Eligible Executive.




	5.
	 	Committee Certification — As soon as reasonably practicable after the end
of each fiscal year of the Company, the Committee shall determine whether
the stated performance goal as been achieved and the amount of the
Incentive Bonus to be paid to each Eligible Executive for such fiscal year
and shall certify such determinations in writing.




	6.
	 	Payment of Incentive Bonuses — Subject to any election duly and validly
made by an Eligible Executive with respect to the deferral or all or a
portion of his or her Incentive Bonus or the payment of all or a portion
of his or her Incentive Bonus in




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	 	some form other than cash, Incentive
Bonuses shall be paid in cash at such times and on such terms as are
determined by the Committee in its sole and absolute discretion.




	7.
	 	No Right to Bonus or Continued Employment — Neither the establishment of
the Plan, the provision for or payment of any amounts hereunder nor any
action of the Company, the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any person (a) any legal right
to receive, or any interest in, an Incentive Bonus or any other benefit
under the Plan or (b) any legal right to continue to serve as an officer
or employee of the Company or any subsidiary or affiliate of the Company.
The Company expressly reserves any and all rights to discharge any
Eligible Executive without incurring liability to any person under the
Plan or otherwise. Notwithstanding any other provision hereof and
notwithstanding the fact that the stated performance goal has been
achieved or the individual Incentive Bonus amounts have been determined,
the Company shall have no obligation to pay any Incentive Bonus hereunder
unless the Committee otherwise expressly provides by written contract or
other written commitment.




	8.
	 	Withholding — The Company shall have the right to withhold, or require an
Eligible Executive to remit to the Company, an amount sufficient to
satisfy any applicable federal, state, local or foreign withholding tax
requirements imposed with respect to the payment of any Incentive Bonus.




	9.
	 	Nontransferability — Except as expressly provided by the Committee, the
rights and benefits under the Plan are personal to an Eligible Executive
and shall not be subject to any voluntary or involuntary alienation,
assignment, pledge, transfer or other disposition.




	10.
	 	Unfunded Plan — The Company shall have no obligation to reserve or
otherwise fund in advance any amounts that are or may in the future become
payable under the Plan. Any funds that the Company, acting in its sole
and absolute discretion, determines to reserve for future payments under
the Plan may be commingled with other funds of the Company and need not in
any way be segregated from other assets or funds held by the Company. An
Eligible Executive’s rights to payment under the Plan shall be limited to
those of a general creditor of the Company.




	11.
	 	Adoption, Amendment, Suspension and Termination of the Plan —




	 	(a)
	 	Subject to the approval of the Plan by the holders of a
majority of the Company common stock represented and voting on the
proposal at the annual meeting of Company stockholders to be held on
July 18, 2003 (or any adjournment thereof), the Plan shall be
effective for the fiscal year of the Company commencing February 1,
2003 and shall continue in effect until the fifth anniversary of the
date of such stockholder approval, unless earlier terminated as
provided below. Upon such approval of the Plan by the Company’s
stockholders, all Incentive Bonuses awarded under the Plan on or
after February 1, 2003 shall be fully effective as if the
stockholders had approved the Plan on or before February 1, 2003.




	 	(b)
	 	Subject to the limitations set forth in this subsection, the
Board may at any time suspend or terminate the Plan and may amend it
from time to time in such respects as the Board may deem advisable;
provided, however, that the Board shall not amend the Plan in any of
the following respects without the




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	 	approval of stockholders then
sufficient to approve the Plan in the first instance:




	 	(1)
	 	To increase the maximum amount of Incentive Bonus
that may be paid under the Plan or otherwise materially
increase the benefits accruing to any Eligible Executive under
the Plan;




	 	(2)
	 	To materially modify the requirements as to
eligibility for participation in the Plan; or




	 	(3)
	 	To change the material terms of the stated
performance goal.




	 	(c)
	 	No Incentive Bonus may be awarded during any suspension or
after termination of the Plan, and no amendment, suspension or
termination of the Plan shall, without the consent of the person
affected thereby, alter or impair any rights or obligations under
any Incentive Bonus previously awarded under the Plan.




	12.
	 	Governing Law — The validity, interpretation and effect of the Plan, and
the rights of all persons hereunder, shall be governed by and determined
in accordance with the laws of the State of Delaware, other than the
choice of law rules thereof.




* * * * *



The foregoing Executive Incentive Bonus Plan was duly approved and adopted by
the Board of Directors of Dell Computer Corporation, a Delaware corporation, at
a meeting thereof duly called and held on March 6, 2003, and is to be submitted
to the Company’s stockholders for approval at the annual meeting of
stockholders to be held on July 18, 2003.




	 	 	 
	 	 	 
	 	 	
/s/ THOMAS B. GREEN
	 	 	


	 	 	
Thomas B. Green,

Secretary







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