exv10w5






Exhibit 10.5




Senior Executive New Hire Stock Unit — R

2002 Plan




DELL INC.

Stock Unit Agreement



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.



1. Vesting — The Company will issue you one Share for each vested Unit to be delivered on
the applicable vesting date or as soon as administratively practicable thereafter. The Units will
vest, and you will receive Shares, in accordance with the schedule in your Grant Summary.



2. Expiration — If your Employment (as defined below) is terminated by you for any reason other
than Good Reason (As defined below) or by your Employer for Serious Misconduct (as defined below),
any Units that have not vested as described above will expire at that time.



If your Employment is terminated by reason of your death or Permanent Disability (as defined in the
Plan described below), all Units will vest immediately and automatically upon such termination of
Employment.



If your Employment is terminated for any other reason, all Units will vest immediately and
automatically upon such termination of Employment, and the Shares will be distributed to you in
accordance with the original vesting schedule.



As used herein, the term “Employment” means your regular full-time or part-time employment with the
Company or any of its Subsidiaries, and the term “Employer” means the Company (if you are employed
by the Company) or the Subsidiary of the Company that employs you. As used herein, the term,
"Serious Misconduct” means: (a) a violation of Executive’s obligations regarding confidentiality,
or the protection of sensitive, confidential or proprietary information and trade secrets; (b) an
act or omission by Executive resulting in Executive being charged with a criminal offense which
constitutes a felony and involves moral turpitude or dishonesty; (c) conduct by Executive which
constitutes gross neglect, willful insubordination, or a willful breach of a fiduciary duty to Dell
or its shareholders; or (d) Dell’s Senior Management’s determination that Executive willfully
violated Dell’s Code of Conduct or committed other acts of willful misconduct.



As used herein, the term “Good Reason” means that any of the following occur, without Executive’s
consent: (a) a material reduction of Executive’s base salary, target annual or long-term incentive
compensation (whether payable in cash or otherwise) or health and welfare benefits unless such
reduction is part of an across-the-board reduction for all employees who are in the same salary
grade as Executive as of the time of such reduction, (b) a material diminution to Executive’s
Position (as defined in Executive’s Offer Letter), job duties, scope or responsibilities, or (c)
Executive being required to relocate Executive’s principal work location to an office or location
that is more than 50 miles from Round Rock, Texas. Notwithstanding the above, a condition will not
constitute Good Reason unless and until Executive informs Dell in writing of the existence of the
condition within 90 days of its occurrence and Dell does not cure such condition within 30 days of
receipt of such notice and Executive then resigns Executive’s Position within 60 days after Dell’s
cure period has ended.



3. Rights as a Stockholder — You will have no rights as a stockholder with respect to Shares that
may be received by you pursuant to this Agreement until those Shares are issued and registered in
your name on the books of the Company’s transfer agent. You will have no rights to receive
dividend equivalent payments with respect to Shares that may be received by you pursuant to this
Agreement. Units granted to you will be satisfied wholly through the issuance and delivery of
Shares.



4. Agreement With Respect to Taxes — You must pay any taxes that are required to be withheld by
the Company or your Employer. You may pay such amounts in cash or make other arrangements
satisfactory to the Company or your Employer for the payment of such amounts. You agree the
Company or your Employer, at its sole discretion and to the fullest extent permitted by law, shall
have the right to demand that you pay such amounts in cash, deduct such amounts from any payments
of any kind otherwise due to you, or withhold from Shares to which you would otherwise be entitled
the number of Shares having an aggregate market value at that time equal to the amount you owe. In
the event the Company, in its sole discretion, determines that your tax obligations will not be
satisfied under the methods described in this paragraph, you authorize the Company or the Company’s
Stock Plan Administrator, currently UBS Financial Services Inc., to sell a number of Shares that
are issued under the Units, which the Company determines as having at least the market value
sufficient to meet the tax withholding obligations plus additional Shares to account for rounding
and market fluctuations and pay such tax withholding to the Company. The shares may be sold as part
of a block trade with other participants and all participants receive an average price.



5. Leaves of Absence — If you take a leave of absence from active Employment that has been
approved by the Company or your Employer or is one to which you are legally entitled regardless of
such approval, the following provisions will apply:



A. Vesting During Leave — Notwithstanding the vesting schedule set forth above, no Units will vest
during a leave of absence other than an approved employee medical, FMLA or military leave.
Notwithstanding the preceding, vesting shall not be deferred for any approved leave of absence of
less than 30 days. The vesting that would have otherwise occurred during a leave of absence other
than an approved employee medical, FMLA or military leave will be deferred by the number of days
you are on a leave of absence. For example, if your Units are scheduled to vest on August 1, 2007
through August 1, 2011, and you are on a 40-day leave of absence, the dates on which the vesting
occurs will be deferred to September 10, 2007 through September 10, 2011.



6. Return of Share Value — By accepting this award, you agree that if the Company determines that
you engaged in “Conduct Detrimental to the Company” (as defined below) during your Employment or
during the one-year period following the


 









 





termination of your Employment, you shall be required, upon demand, to return to the Company, in
the form of a cash payment, certain share value (“Returnable Share Value”). For purposes of this
provision, “Returnable Share Value” means a cash amount equal to the gross value of the Shares that
were issued to you pursuant to this Agreement, determined as of the date such Shares were issued to
you and using the Fair Market Value (as defined in the Plan) of Dell stock on that date. You
understand and agree that the repayment of the Returnable Share Value is in addition to and
separate from any other relief available to the Company due to your Conduct Detrimental to the
Company.



For purposes of this Agreement, you will be considered to have engaged in “Conduct Detrimental to
the Company” if:



(1) you engage in Serious Misconduct (whether or not such Serious Misconduct is discovered by the
Company prior to the termination of your Employment);



(2) you breach your obligations to the Company with respect to confidential and proprietary
information or trade secrets or breach any agreement between you and Dell relating to confidential
and proprietary information or trade secrets;



(3) you compete with the Company (as described below); or



(4) you solicit the Company’s employees (as described below).



For purposes of this provision, you shall be deemed to “compete” with the Company if you, directly
or indirectly:





	•	 	Are a principal, owner, officer, director, shareholder or other equity owner (other than a
holder of less than 5% of the outstanding shares or other equity interests of a publicly
traded company) of a Direct Competitor (as defined below);
	 
	•	 	Are a partner or joint venture in any business or other enterprise or undertaking with a
Direct Competitor; or
	 
	•	 	Serve or perform work (including consulting or advisory services) for a Direct Competitor
that is similar in a material way to the work you performed for the Company in the twelve
months preceding the termination of your Employment.




You understand and agree that this provision does not prohibit you from competing with the Company
but only requires repayment of Returnable Share Value in the event of such competition.



For purposes of this provision, a “Company’s employee” means any person employed by the Company or
any of its Subsidiaries and “solicit the Company’s employees” means that you communicate in any way
with any other person regarding (a) a Company Employee leaving the employ of the Company or any of
its Subsidiaries; or (b) a Company Employee seeking employments with any other employer. This
provision does not apply to those communications that are within the scope of your Employment that
are taken on behalf of your Employer.



The term “Direct Competitor” means any entity, or other business concern that offers or plans to
offer products or services that are materially competitive with any of the products or services
being manufactured, offered, marketed, or are actively developed by Dell as of the date your
employment with Dell ends. By way of illustration, and not by limitation, at the time of
execution of this Agreement, the following companies are currently Direct Competitors:
Hewlett-Packard, Lenovo, IBM, Gateway, Apple, Acer, CDW, EDS, EMC, Software House International,
Insight (Software Spectrum), Softchoice, Computer Sciences Corporation and Digital River. You
understand and agree that the foregoing list of Direct Competitors represents a current list of
Dell Direct Competitors as of the date of execution of this Agreement and that other entities may
become Direct Competitors in the future.



7. Transferability — The Units are not transferable except as described in this Paragraph, and
the provisions of this Paragraph shall apply notwithstanding any other provision herein to the
contrary.




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



     (b) The Units 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 Units 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 Committee.



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


8. Trading Restrictions —The Company may establish periods from time to time during which your
ability to engage in transactions involving the Company’s stock is subject to specified
restrictions (“Restricted Periods”). Notwithstanding any other provisions herein, Units will not
vest, and Shares will not be issued, during an applicable Restricted Period and the applicable
period during which Units vest shall be extended until the end of such Restricted Period, unless
such vesting is specifically permitted by the Company (in its sole discretion). You may be subject
to a Restricted Period for any reason that the Company determines appropriate, including Restricted
Periods generally applicable to employees or groups of employees or Restricted Periods applicable
to you during an investigation of allegations of misconduct or Conduct Detrimental to the Company
by you.



9. Incorporation of Plan — This award is granted under the Company’s 2002 Long-Term Incentive Plan
(the “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. Shares of common stock
that are issued pursuant to this Agreement shall be made available from authorized but unissued
shares.



10. Prospectus — You may at any time obtain a copy of the prospectus related to the Dell common
stock underlying the Units 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 RR1-38, Round Rock, Texas 78682, (512)
728-8644 or e-mail Stock_Option_Administrator @dell.com.





 









 






11. 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 your Employer, 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 employees.



12. No Right to Continued Employment — The granting of Units does not confer upon you any right to
expectation of employment by, or to continue in the employment of, your Employer.



13. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation — By
accepting this Agreement and the grant of the Units evidenced hereby, you expressly acknowledge
that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at
any time; (b) the grant of Units is a one-time benefit that does not create any contractual or
other right to receive future grants of Units, or benefits in lieu of Units; (c) all determinations
with respect to future grants, if any, including the grant date, the number of Units granted and
the vesting dates, will be at the sole discretion of the Company; (d) your participation in the
Plan is voluntary; (e) the value of the Units is an extraordinary item of compensation that is
outside the scope of your employment contract, if any, and nothing can or must automatically be
inferred from such employment contract or its consequences; (f) Units are not part of normal or
expected compensation for any purpose, and are not to be used for calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments, and you waive any claim on such basis; (g) the grant of an
equity interest in the Company gives rise to the Company’s need (on behalf of itself and its
stockholders) to protect itself from Conduct Detrimental to the Company, and your promises
described in Paragraph7 (Return of Share Value) above are designed to protect the Company and its
stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination
of Employment for any reason except as may otherwise be explicitly provided in the Plan document or
in this Agreement; (i) the future value of the Units is unknown and cannot be predicted with
certainty; and (j) you understand, acknowledge and agree that you will have no rights to
compensation or damages related to Units or Shares in consequence of the termination of your
Employment for any reason whatsoever and whether or not in breach of contract.



14. Data Privacy Consent — As a condition of the grant of the Units, 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, salary, nationality, job
title, any ownership interests or directorships held in the Company or its Subsidiaries and details
of all Units, Shares, stock options or other equity awards awarded or cancelled (“Data”). You
further understand that the Company and its Subsidiaries will transfer Data among 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.



15. Governing Law and Venue — This Agreement and the Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware, United States of America. The venue for any
and all disputes arising out of or in connection with this Agreement shall be New Castle County,
Delaware, United States of America, and the courts sitting exclusively in New Castle County,
Delaware, United States of America shall have exclusive jurisdiction to adjudicate such disputes.
Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection that it may now or hereafter have to such laying of venue (including the defense of
inconvenient forum).



16. Effect of Invalid Provisions — If any of the promises, terms or conditions set forth herein
are determined by a court of competent jurisdiction to be unenforceable, any Units that have not
vested as described above will expire at that time and you agree to return to the Company an amount
of cash equal to the Fair Market Value (as defined in the Plan) of all Shares theretofore issued to
you pursuant to this Agreement, determined as of the date such Shares were issued.



17. Acceptance of Terms and Conditions — This award will not be effective and you may not take
action with respect to the Units or the Shares until you have acknowledged and agreed to the terms
and conditions set forth herein in the manner prescribed by the Company. Failure to accept your
grant prior to the first vesting date will result in cancellation of your award.



Awarded subject to the terms and conditions stated above:




	 	 	 	 	 
	DELL INC.

 	 	 
	By:  	
 	 	 
	 	Craig A. Briscoe, VP, Global Compensation and Benefits