exv10w2






Exhibit 10.2




Communication Solutions — PBU

Amended & Restated 2002 Plan




DELL INC.

Performance Based 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 target number of units that may be awarded to you (the “Target”)
is stated in step one of the Stock Plan Administrator’s online grant acceptance process (“Grant
Summary”). The number of units awarded to you (the “Units”) will be determined at the end of
fiscal year 2013, fiscal year 2014 and fiscal year 2015, based on the Company’s attainment of the
annual and cumulative performance goals listed for such fiscal years in your 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. Performance Based Units — The Target represents the number of Units you have the opportunity to
receive in fiscal years 2013, 2014 and 2015 if the annual performance goals and the cumulative
performance goal adopted by the Leadership Development and Compensation Committee of the Company’s
Board of Directors (the “Committee”) for each of these fiscal years, a copy of which is contained
in the Committee’s records, are attained. The annual performance goal identifies the level of
minimum revenue and operating income that the Company’s Communications Solutions business unit must
attain during a designated fiscal year for you to receive a grant of Units for that fiscal year.
The cumulative performance goal identifies the cumulative operating income that the Company’s
Communications Solutions business unit must attain during the period commencing on the first day of
the 2011 fiscal year and ending on the last day of the 2013, 2014 or 2015 fiscal year, as
applicable, for you to receive a grant of Units for that fiscal year. You will not receive a
grant of Units for a fiscal year unless the Company’s Communications Solutions business unit
satisfies both the annual performance goals and the cumulative performance goal designated for that
fiscal year. If you earn a grant of Units in one fiscal year during the term of the Agreement,
then the actual number of Units you will receive will be 100% of the Target. If you earn a grant
of Units in two fiscal years during the term of this Agreement, then the actual number of Units you
will receive for the second fiscal year for which these goals are satisfied will be 150% of the
Target. If you earn a grant of Units in all three fiscal years during the term of the Agreement,
then the actual number of Units you will receive for the third fiscal year for which these goals
are satisfied will be 150% of the Target. The Company will calculate the revenue and operating
income for the Communications Solutions business unit pursuant to the guidelines adopted by the
Committee when this grant was approved, a copy of which is contained in the Committee’s records.
Notwithstanding the preceding paragraph, you will not receive a grant of Units for a fiscal year
unless the Company’s Communications Solutions business unit’s cash flow equals or exceeds its
operating income for that fiscal year.



2. Vesting — To the extent the Annual Performance Goal and the Cumulative Performance Goal are
satisfied for fiscal year 2013, 2014 or 2015, as applicable, the Company will issue to you one
Share for each Unit earned for such fiscal year. These Shares, if any, will be issued during the
two and one-half month period immediately following end of the applicable fiscal year. Except as
expressly provided in Paragraph 3 below, you must be employed by your Employer (as defined below)
on the date these Shares are issued to receive them.



3. Expiration — If your Employment (as defined below) terminates for any reason other than your
death or “Permanent Disability” (as defined in the Plan), all of your rights under this Agreement,
including any rights you may have to receive Shares related to a prior fiscal year, will expire at
that time. If your Employment is terminated by reason of your death or Permanent Disability during
the 2013, 2014 or 2015 fiscal years, and the Company satisfies both the Annual Performance Goal and
the Cumulative Performance Goal for such fiscal year, you, your estate or your legal representative
will receive a grant of Shares for that fiscal year as if you had been employed by the Company on
the date such shares were granted.



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 “the
Company” includes all subsidiaries, including your Employer.



4. 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.



5. 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 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 will receive an average price.



You agree that, subject to compliance with applicable law, the Company or your Employer may recover
from you taxes which may be payable by the Company or your Employer in any jurisdiction in relation
to this award. You agree that the Company or your Employer shall be entitled to use whatever
method they may deem appropriate to recover such taxes including the sale of any Shares, paying you
a net amount of shares (or cash), recovering the taxes via payroll and direct invoicing. You
further agree that the Company or your Employer may, as it reasonably considers necessary, amend or
vary this agreement to facilitate such recovery of taxes.



6. Leaves of Absence — If you take a leave of absence from active Employment, any Units earned
during a fiscal year will be prorated based on the number of calendar days you are actively
employed from the date of grant until the end of the fiscal year in which a grant of Units was
earned. For example, if you take a leave of absence from active Employment during all of fiscal
year 2012 and a grant of Units was earned for fiscal year 2013, the number of Units earned for
fiscal year 2013 would be equal to 100% of Target multiplied by two-thirds to reflect the one year
leave of absence from active Employment. If you take a leave of absence from active Employment
during six months of fiscal year 2014 and a grant of Units was earned for both fiscal year 2013 and
2014, the number of Units earned for fiscal year 2013 would be equal to 100% of Target and the
number of Units earned for fiscal year 2014 would be equal to 150% of Target multiplied by
seven-eighths to reflect the six month leave of absence from active employment. The preceding
paragraph shall not apply to any approved employee medical, FMLA or military leave of absence. If
your Employment is terminated during the leave of absence, your right to receive Units will expire
or vest in accordance with the terms stated in Paragraph 3 (Expiration) above.



7. 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
during the two-year period preceding the termination of your Employment, 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 (i) a Company Employee leaving the employ of the Company or any of
its Subsidiaries; or (ii) 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.



8. Transferability — The Units are not transferable other than by will or the laws of descent and
distribution. Once Units have vested and Shares have been issued to you, such Shares shall be
freely transferable, subject to any applicable securities laws, rules and regulations, any
separately stated transfer restrictions that the Company may impose on such Shares, and any
Restricted Periods (as defined below) to which you may be subject.






 









 







9. 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.



10. Incorporation of Plan — This award is granted under 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.



11. 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 RR-38, Round Rock, Texas 78682, (512) 728-8644
or e-mail Stock_Option_Administrator @dell.com.



12. 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.



13. 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.



14. 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 (i) the Plan is discretionary in nature and may be suspended or terminated by the Company at
any time; (ii) 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; (iii) 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; (iv) your
participation in the Plan is voluntary; (v) 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; (vi) 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; (vii) 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 Paragraph 7 (Return of Share Value) above are designed to protect the Company and its
stockholders from Conduct Detrimental to the Company; (viii) 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; (ix) the future value of the Units is unknown and cannot be
predicted with certainty; and (x) 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. Finally, you
also understand, acknowledge and agree that selling of Dell Inc.’s stock in the territory of the
Russian Federation is prohibited.



15. 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.



16. 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).







 









 







17. 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.



18. 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. You must accept your
award no later than 4pm Eastern Standard Time, five business days prior to the first vesting date
or your entire award will be cancelled. You should print a copy of this award and your Grant
Summary for your records.



Awarded subject to the terms and conditions stated above:




	 	 	 	 	 
	DELL INC.

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