EX-10.10



 Exhibit 10.10 

Execution Version 

DELL TECHNOLOGIES INC. 

2013 STOCK INCENTIVE PLAN 

(AS AMENDED AND RESTATED AS OF
SEPTEMBER 7, 2016) 
 1. Purpose of the Plan. 

The purpose of this Dell Technologies Inc. 2013 Stock Incentive Plan (as it may be amended and restated from time to time, the
“Plan”), is to aid Dell Technologies Inc., a Delaware corporation formerly known as Denali Holding Inc. (the “Company”), and its Affiliates in recruiting and retaining employees, directors and other service
providers of outstanding ability and to motivate such persons to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting or selling of Stock Awards. The Company expects that it will benefit
from aligning the interests of such persons with those of the Company and its Affiliates by providing them with equity-based awards with respect to shares of Class C Common Stock and/or Class V Common Stock, as applicable. 

2. Definitions. For purposes of the Plan, the following capitalized terms shall have their respective meanings set forth below: 

(a) “Affiliate” shall have the meaning given to such term in the Management Stockholders Agreement. 

(b) “Applicable Law” shall mean the legal requirements relating to the administration of an equity compensation plan under
applicable U.S. federal and state corporate and securities laws, the Code, any stock exchange rules or regulations, and the applicable laws of any other country or jurisdiction, as such laws, rules, regulations and requirements shall be in place
from time to time. 
 (c) “Board” shall mean the Board of Directors of the Company. 

(d) “Cause” with respect to a Participant shall mean “Cause” as defined in the applicable Stock Award Agreement or,
if “Cause” is not defined therein, the occurrence of any of the following: (i) a violation of the Participant’s obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or
trade secrets, or a violation of any other restrictive covenant by which the Participant is bound; (ii) an act or omission by the Participant resulting in the Participant being charged with a criminal offense which constitutes a felony or
involves moral turpitude or dishonesty; (iii) conduct by the Participant which constitutes gross neglect, insubordination, willful misconduct, or a breach of any Code of Conduct of the Subsidiary that employs the Participant or a fiduciary duty
to the Company, any of its Affiliates or the stockholders of the Company; or (iv) a determination by the Company’s senior management that the Participant violated state or federal law relating to the workplace environment, including,
without limitation, laws relating to sexual harassment or age, sex, race or other prohibited discrimination. 
 (e) “Change in
Control” shall mean the occurrence of any one or more of the following events: 
  

	 	(i)	 the sale or disposition, in one or a series of related transactions, to any Person or group (as such term is used
for purposes of Section 14(d)(2) of the 










	 	
Exchange Act), other than to the Sponsor Stockholders or any of their respective Affiliates or to any Person or group in which any of the foregoing is a member of all or substantially all of the
consolidated assets of the DHI Group; 

  

	 	(ii)	any Person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders or any of their respective Affiliates or any Person or group in which any of the
foregoing is a member, is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the outstanding voting stock of the Company, excluding as a
result of any merger or consolidation that does not constitute a Change in Control pursuant to clause (iii); 

  

	 	(iii)	any merger or consolidation of the Company with or into any other Person, unless the holders of the Common Stock immediately prior to such merger or consolidation beneficially own (within the meaning of Rule 13d-3 under
the Exchange Act) a majority of the outstanding shares of the common stock (or equivalent voting securities) of the surviving or successor entity (or the parent entity thereof); or 


 

	 	(iv)	prior to an IPO, the Sponsor Stockholders and their respective Affiliates cease to have the ability to cause the election of that number of members of the Board who would collectively have the right to vote a majority
of the aggregate number of votes represented by all of the members of the Board, and any Person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders and their respective
Affiliates or any Person or group in which any of the foregoing is a member, beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) outstanding voting stock representing a greater percentage of voting power with respect to the
general election of members of the Board than the shares of outstanding voting stock of the Sponsor Stockholders and their respective Affiliates collectively beneficially own. 


(f) “Class C Common Stock” shall mean the Class C common stock, par value $0.01 per share, of the Company and any class or
series of Common Stock into which the Class C Common Stock may be converted or exchanged. 
 (g) “Class V Common Stock”
shall mean the Class V common stock, par value $0.01 per share, of the Company and any class or series of Common Stock into which the Class V Common Stock may be converted or exchanged. 

(h) “Class V Group” shall have the meaning given to such term in the Dell Certificate of Incorporation. 

(i) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference
in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance. 

  
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 (j) “Committee” shall mean the Compensation Committee of the Board (or a
subcommittee thereof), or such other committee of the Board to which the Board has delegated power to act pursuant to the provisions of the Plan; provided, that in the absence of any such committee, the term “Committee” shall mean
the Board. For the avoidance of doubt, the Board shall at all times be authorized to act as the Committee under or pursuant to any provisions of the Plan. 

(k) “Common Stock” shall mean the Class V Common Stock, the Class C Common Stock, any other class of DHI Common Stock and any
other class or series of common stock of the Company that may be issued and outstanding from time to time. 
 (l)
“Consultant” shall mean any person engaged by the Company or any of its Affiliates as a consultant or independent contractor to render consulting, advisory or other services and who is compensated for such services and who may be
offered securities registrable on Form S-8 under the Securities Act, or offered under any available exemption from Securities Act registration, as applicable. 

(m) “Dell Certificate of Incorporation” shall mean the Fourth Amended and Restated Certificate of Incorporation of Dell
Technologies Inc., as it may be amended and restated from time to time. 
 (n) “Designated Foreign Subsidiaries” shall mean
the Company or any of its Affiliates that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time. 

(o) “DHI Common Stock” shall have the meaning given to such term in the Management Stockholders Agreement. 

(p) “DHI Group” shall have the meaning given to such term in the Dell Certificate of Incorporation. 

(q) “Disability” shall have the meaning given to such term in the Management Stockholders Agreement. 

(r) “Effective Date” shall mean October 29, 2013. 

(s) “Employment” shall mean (i) a Participant’s employment if the Participant is an employee of the Company or any
of its Affiliates, (ii) a Participant’s services as a Consultant, if the Participant is a Consultant, and (iii) a Participant’s services as a non-employee member of the Board or the board of directors (or equivalent governing
body) of any Affiliate of the Company. 
 (t) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or
successor provisions to such section, rules, regulations or guidance. 

  
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 (u) “Fair Market Value” shall mean, as of any date, the value of a share of
Class C Common Stock or Class V Common Stock, as applicable, determined as follows: (i) if there should be a public market for the Class C Common Stock or Class V Common Stock, as applicable, on such date, the closing price of such share as
reported on such date on the composite tape of the principal national securities exchange on which such share is listed or admitted to trading, or if such share is not listed or admitted on any national securities exchange, the arithmetic mean of
the per share closing bid price and per share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted)
(“NASDAQ”), or, if no sale of such share shall have been reported on the composite tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of such share has
been so reported or quoted shall be used; and (ii) if there should not be a public market for a share of Class C Common Stock or Class V Common Stock, as applicable, on such date, then Fair Market Value shall be the price determined in good
faith by the Board (or a committee thereof). For the avoidance of doubt, the per share value of each class of DHI Common Stock shall be deemed to be the same. 

(v) “GAAP” shall mean generally accepted accounting principles. 

(w) “Good Reason” with respect to a Participant shall mean “Good Reason” as defined in the applicable Stock Award
Agreement or if “Good Reason” is not defined therein and the Participant is an employee of the Company or any of its Affiliates, “Good Reason” shall mean the occurrence of any of the following: (i) a material reduction in
the Participant’s base salary; or (ii) a change in the Participant’s principal place of work to a location of more than fifty (50) miles from the Participant’s principal place of work immediately prior to such change;
provided, that the Participant provides written notice to the Company or any Affiliate employing such Participant of the existence of any such condition within ninety (90) days of the Participant having actual knowledge of the initial
existence of such condition and the Company or any Affiliate employing such Participant fails to remedy the condition within thirty (30) days of receipt of such notice (the “Cure Period”). If the Good Reason condition remains
uncured following the Cure Period, in order to resign for Good Reason a Participant must actually terminate Employment no later than thirty (30) days following the end of such Cure Period. If a Participant is not an employee of the Company or
any of its Affiliates, Good Reason shall be inapplicable to such Participant, unless such Participant’s Stock Award Agreement contains a definition of Good Reason. 

(x) “Initial Director Grant” shall mean the Stock Award granted to a Participant who is a non-employee member of the Board
upon commencement of such Participant’s initial service on the Board. 
 (y) “IPO” shall have the meaning given to
such term in the Management Stockholders Agreement. 
 (z) “ISO” shall mean a stock option to acquire shares of Class C
Common Stock that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder, as amended from time to time. 

  
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 (aa) “LTIP” or “2012 LTIP” shall mean the Dell Technologies
Inc. 2012 Long-Term Incentive Plan. 
 (bb) “Management Stockholders Agreement” shall mean the Dell Technologies Inc.
Amended and Restated Management Stockholders Agreement by and among the Company and the other parties thereto, as may be amended from time to time, including, without limitation, any such amendment that may be made in a Stock Award Agreement. 

(cc) “Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or
reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code. 
 (dd) “Option” shall
mean a stock option granted pursuant to Section 6 of the Plan. 
 (ee) “Option Price” shall mean the purchase
price per share of an Option, as determined pursuant to Section 6(a) of the Plan. 
 (ff) “Other Stock-Based
Awards” shall have the meaning given to such term in Section 8 of the Plan. 
 (gg) “Participant”
shall mean a person eligible to receive a Stock Award pursuant to Section 4 of the Plan and who actually receives a Stock Award or, if applicable, such other Person who holds an outstanding Stock Award. 

(hh) “Performance Compensation Award” shall mean any Stock Award or cash bonus (including a cash bonus under the 2012 LTIP)
designated by the Committee as a Performance Compensation Award subject to achievement of Performance Goals over a Performance Period specified by the Committee, pursuant to Section 9 of the Plan. 

(ii) “Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing
the Performance Goals for a Performance Period with respect to any Performance Compensation Award under the Plan. 
 (jj)
“Performance Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular
Participant, whether all, some portion less than all, or none of the Performance Compensation Award has been earned for the Performance Period. 

(kk) “Performance Goals” shall mean the one or more goals established by the Committee for the Performance Period of
Performance Compensation Awards, based upon the Performance Criteria. 
 (ll) “Performance Period” shall mean the one or
more periods of time of not less than twelve (12) months, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of,
a Performance Compensation Award. 

  
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 (mm) “Person” shall mean an individual, any general partnership, limited
partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include
any successor (by merger or otherwise) of such entity, or a government or any agency or political subdivision thereof. 
 (nn)
“Qualifying Director” shall mean a person who is (i) with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee
director” within the meaning of Rule 16b-3 under the Exchange Act; and (ii) with respect to actions intended to obtain the exception for performance-based compensation under Section 162(m) of the Code, an “outside director”
within the meaning of Section 162(m) of the Code. 
 (oo) “Section 162(m) Effective Date” shall mean the date on which
the Plan is first approved by the stockholders of the Company in a manner that complies with Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. 

(pp) “Securities Act” shall mean the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to
any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules,
regulations or guidance. 
 (qq) “Sponsor Stockholders” shall have the meaning given to such term in the Management
Stockholders Agreement. 
 (rr) “Stock Appreciation Right” shall mean a stock appreciation right granted pursuant to
Section 7 of the Plan. 
 (ss) “Stock Award” shall mean (i) an Option, Stock Appreciation Right or Other
Stock-Based Award granted (or sold) pursuant to the Plan or (ii) a cash-denominated award, or portion thereof, under the 2012 LTIP that the Committee determines to settle in shares of Class C Common Stock or Class V Common Stock. 

(tt) “Stock Award Agreement” shall mean a written agreement between the Company and a holder of a Stock Award, executed by
the Company, evidencing the terms and conditions of the Stock Award. 
 (uu) “Subsidiary” shall mean with respect to any
Person, any entity of which (i) a majority of the total voting power of shares of stock or equivalent ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or
other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if no such governing
body exists at such entity, a majority of the total voting power of shares of stock or equivalent ownership interests of the entity is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person
or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, 

  
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partnership, association or other similar business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or such other business
entity gains or losses or shall be or control the managing member or general partner of such limited liability company, partnership, association or such other business entity. 

(vv) “Sub-Plans” shall mean any sub-plan to the Plan that has been adopted by the Board or the Committee for the purpose of
permitting the offering of Stock Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed to comply with local laws applicable to offerings in such foreign
jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit and the other limits specified in Section 4(a) and
Section 5 of the Plan shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder. 
 3. Administration by Committee.

 (a) The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee
thereof, and, to the extent required by Applicable Law, the Committee shall be composed exclusively of members who are independent directors in accordance with the rules of any stock exchange on which the Company’s stock is listed. To the
extent the Company deems it necessary to (i) comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or (ii) obtain the exception for performance-based
compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time such member takes any action with respect to a Stock Award under the Plan that is intended to qualify for the
exemptions provided by Rule 16b-3 promulgated under the Exchange Act or to qualify as performance-based compensation under Section 162(m) of the Code, as applicable, be a Qualifying Director. However, the fact that a Committee member shall fail
to qualify as a Qualifying Director shall not invalidate any Stock Award granted by the Committee that is otherwise validly granted under the Plan. 

(b) Stock Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by any entity acquired by the Company or with which the Company combines. The number of shares of Class C Common Stock or Class V Common Stock, as applicable, underlying such substitute awards shall be counted against the
aggregate number of such shares available for Stock Awards under the Plan. 
 (c) Subject to the terms of the Plan and each Stock Award
Agreement, the Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, without limitation, Participants and their beneficiaries or
successors). The Committee shall have the full power and authority to establish the terms and conditions of any Stock Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without
limitation, accelerating or waiving any vesting conditions). 

  
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 (d) The Committee may delegate the authority to grant Stock Awards under the Plan to any employee
or group of employees of the Company or an Affiliate; provided, that such delegation and grants are consistent with Applicable Law and guidelines established by the Board from time to time; and, provided, further, that the
Committee may not delegate authority hereunder to (i) make awards to directors of the Company, (ii) make awards to employees who are officers of the Company or who are delegated authority to make awards under this Section 3(d),
or (iii) interpret the Plan, any award or any Stock Award Agreement. 
 4. Shares Subject to the Plan and Participation. 

(a) Available Shares. Subject to Section 10 of the Plan, (i) the total number of shares of Class C Common Stock which
may be issued under the Plan is 75,000,000, which number is also the maximum number of shares for which ISOs may be granted, and (ii) the total number of shares of Class V Common Stock that may be issued under the Plan is 500,000 (such total
number of shares under clauses (i) and (ii) collectively, the “Absolute Share Limit”). The shares of Class C Common Stock and/or Class V Common Stock may consist, in whole or in part, of authorized and unissued shares,
shares held in the treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing. The issuance of shares or the payment of cash upon the exercise of a Stock Award or in consideration of the
cancellation or termination of a Stock Award shall reduce the total number of shares available under the Plan, as applicable. Shares of Class C Common Stock or Class V Common Stock, as applicable, which are subject to Stock Awards which terminate or
lapse without the payment of consideration may be granted again under the Plan, unless prohibited by Applicable Law. 
 (b)
Participation. Employees, Consultants, non-employee directors and other service providers of the Company and its Affiliates shall be eligible to be selected to receive Stock Awards under the Plan; provided, that ISOs may only be
granted to employees of the Company or any subsidiary corporation, as defined in Section 424(f) of the Code, of the Company. 
 5. General
Limitations. 
 (a) Tenth Anniversary. No Stock Award may be granted under the Plan after the tenth anniversary of the Effective
Date, but Stock Awards theretofore granted may extend beyond such date. 
 (b) Stock Award Limitations for Participants who are not
Non-Employee Members of the Board. 
  

	 	(i)	Subject to Section 10 of the Plan, grants of Options or Stock Appreciation Rights under the Plan in respect of no more than (A) 10,000,000 shares of Class C Common Stock, and (B) 500,000 shares of
Class V Common Stock, in each case, may be made to any individual Participant who is not a non-employee member of the Board during any single fiscal year of the Company (for this purpose, if a Stock Appreciation Right is granted in tandem with an
Option (such that the Stock Appreciation Right expires with respect to the number of shares for which the Option is exercised), only the shares of the same class of stock underlying the Option shall count against each limitation); 



  
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	 	(ii)	Subject to Section 10 of the Plan, no more than (A) 3,000,000 shares of Class C Common Stock, and (B) 500,000 shares of Class V Common Stock, in each case, may be issued in respect of Performance
Compensation Awards denominated in such shares granted pursuant to Section 9 of the Plan to any individual Participant who is not a non-employee member of the Board for a single fiscal year of the Company during a Performance Period (or
with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year), or in the event such share-denominated Performance Compensation Award is paid in cash, other securities, other Stock Awards or other
property, no more than the Fair Market Value of such shares on the last day of the Performance Period to which such Stock Award relates; 

  

	 	(iii)	The maximum amount that may be paid to any individual Participant who is not a non-employee member of the Board for a single fiscal year of the Company during a Performance Period (or with respect to each single fiscal
year in the event a Performance Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section 9(a) of the Plan) shall not exceed 0.5% of the Company’s aggregate
consolidated operating income in the fiscal year immediately preceding the date such Performance Compensation Award is granted. 


(c) Stock Award Limitations for Participants who are Non-Employee Members of the Board. Except for the Initial Director Grant, subject
to Section 10 of the Plan, the maximum number of shares of Class C Common Stock and Class V Common Stock subject to Stock Awards granted during a single fiscal year of the Company to any non-employee member of the Board, taken together
with any cash fees paid to such non-employee member of the Board during the fiscal year, shall not, in each case, exceed $1,000,000 in total value (calculating the value of any such Stock Awards based on the grant date fair value of such Stock
Awards for financial reporting purposes and excluding, for this purpose, the value of any dividend equivalent payments paid pursuant to any Stock Award granted in a previous fiscal year). 

6. Terms and Conditions of Options. 

Options granted under the Plan shall be, as determined by the Committee, non-qualified or ISOs for federal income tax purposes, as evidenced by
the related Stock Award Agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine. 

(a) Option Price. The Option Price per share shall be determined by the Committee, but, in the case of an Option over Class C Common
Stock, shall not be less than 100% of the Fair Market Value of a share of Class C Common Stock or, in the case of an Option over Class V Common Stock, shall not be less than 100% of the Fair Market Value of a share of Class V Common Stock, in each
case on the date an Option is granted (other than in the case of Options granted in substitution of previously granted awards, as described in Section 3 of the Plan). 

  
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 (b) Exercisability. Options granted under the Plan shall be exercisable at such time and
upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten (10) years after the date it is granted. 

(c) Exercise of Options. Except as otherwise provided in the Plan or in the applicable Stock Award Agreement, an Option may be
exercised for all, or from time to time any part, of the shares of Class C Common Stock or Class V Common Stock, as applicable, for which it is then exercisable. For purposes of this Section 6, the exercise date of an Option shall be the
latest of (i) the date a notice of exercise is received by the Company, (ii) the date payment is received by the Company pursuant to clause (A) or (B) of the following sentence, and (iii) the date on which any condition
imposed by the Committee that is consistent with the terms of the Plan and the applicable Stock Award Agreement is satisfied. The purchase price for the shares of Class C Common Stock or Class V Common Stock, as applicable, as to which an Option is
exercised shall be paid to the Company as designated by the Committee or as specified in the applicable Stock Award Agreement, pursuant to one or more of the following methods: (A) in cash or its equivalent (e.g., by personal check or wire
transfer); or (B) in each case to the extent explicitly permitted by the Committee in the applicable Stock Award Agreement or otherwise: (1) in shares of the applicable class of Common Stock having a Fair Market Value equal to the
aggregate Option Price for the shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such shares of such class of Common Stock have been held by the Participant for no less
than six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP), (2) partly in cash and partly in such shares, (3) if the class of shares of
Common Stock for which an Option is exercised is registered under the Exchange Act and traded on a national securities exchange, through the delivery of irrevocable instructions to a broker to sell such shares obtained upon the exercise of such
Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the shares being purchased, (4) by delivering (on a form prescribed by the Company) a full-recourse promissory
note, or (5) through net settlement in shares of the class of Common Stock for which the Option is being exercised. No Participant shall have any rights to dividends or other rights of a stockholder with respect to shares subject to an Option
until the Participant has given written notice of exercise of the Option, paid in full for such shares and, if applicable, has satisfied any other reasonable conditions imposed by the Committee pursuant to the Plan. No fractional shares of Class C
Common Stock or Class V Common Stock, as applicable, will be issued upon exercise of an Option, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of shares will be rounded downward to the next whole
share. Notwithstanding the foregoing, the Committee may, in its sole discretion, elect at any time to pay cash or part cash and part shares of the applicable class of Common Stock for which an Option is being exercised in lieu of issuing only shares
in respect of such exercise. If a cash payment is made in lieu of issuing any shares in respect of the exercise of an Option, the amount of such payment shall be equal to the product of the number of shares for which a cash payment is being made
multiplied by excess of the Fair Market Value per share of the class of Common Stock for which the Option was exercised as of the date of exercise over the Option Price. 

  
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 (d) ISOs. The Committee may grant Options exercisable for Class C Common Stock under the
Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who, at the time of such grant, owns more than 10% of the
total combined voting power of all classes of stock of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of the applicable share on the date the ISO is granted and (ii) the
date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of shares acquired upon the exercise of an ISO either (i) within two
(2) years after the date of grant of such ISO or (ii) within one (1) year after the transfer of such shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options
granted under the Plan are intended to be nonqualified stock options, unless the applicable Stock Award Agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or
portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided, that such Option (or portion
thereof) otherwise complies with the Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any
liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO. 
 (e)
Attestation. Wherever in the Plan or any Stock Award Agreement a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering shares of Class C Common Stock or Class V Common
Stock, as applicable, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such shares, in which case the Company shall treat the Option as
exercised without further payment and/or shall withhold such number of shares from the shares acquired by the exercise of the Option, as appropriate. 

(f) Compliance With Laws, Etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a
manner in which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other Applicable Law or the applicable rules and regulations of the Securities and Exchange Commission or the
applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded. 

7. Terms and Conditions of Stock Appreciation Rights. 

(a) Grants. The Committee may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right
in connection with an Option or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same class of shares as is covered by the related Option and the same number of shares of the class of Common Stock covered by such Option (or such lesser number of shares as the Committee
may determine), and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in the
applicable Stock Award Agreement). 

  
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 (b) Terms. The exercise price per share of a Stock Appreciation Right shall be an amount
determined by the Committee but in no event shall such amount be less than the Fair Market Value of a share of the class of Common Stock covered by the Stock Appreciation Right on the date the Stock Appreciation Right is granted (other than in the
case of Stock Appreciation Rights granted in substitution of previously granted awards, as described in Section 3 of the Plan); provided, that in the case of a Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of
(A) the Fair Market Value on the exercise date of one share of the applicable class of Common Stock on which the Stock Appreciation Right is granted over (B) the exercise price per share, multiplied by (ii) the number of shares of the
applicable class of Common Stock covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or
any portion thereof, and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one share of the applicable class of Common Stock over (B) the Option
Price per share, multiplied by (ii) the number of shares of the applicable class of Common Stock covered by the Option, or portion thereof, which is surrendered. In addition, each Stock Appreciation Right that is granted in conjunction with an
Option or a portion thereof shall automatically terminate upon the exercise of such Option or portion thereof, as applicable. Payment shall be made in shares or in cash, or partly in shares and partly in cash (any such shares valued at such Fair
Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of shares with respect to which the Stock
Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. No fractional shares of Class C Common Stock or Class V Common Stock, as applicable, will be issued in payment for Stock
Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of shares will be rounded downward to the next whole share. 

(c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability of Stock Appreciation Rights as
it may deem fit, but in no event shall a Stock Appreciation Right be exercisable more than ten (10) years after the date it is granted. 
 8. Other
Stock-Based Awards. 
 The Committee, in its sole discretion, may grant or sell Stock Awards of shares of Class C Common Stock or Class V
Common Stock, Stock Awards of restricted shares of Class C Common Stock or Class V Common Stock and Stock Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, shares of Class C Common Stock
or Class V Common Stock (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or
vest with respect to, one or more shares of Class C Common Stock or Class V Common Stock, as applicable (or the equivalent cash value of such shares), upon the completion of a specified period of service, the occurrence


  
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of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Stock Awards granted under the Plan. Subject to the
provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made; the number and class of shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based
Awards shall be settled in cash, shares or a combination of cash and shares; and all other terms and conditions of such Other Stock-Based Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all shares
so awarded and issued shall be fully paid and non-assessable). The Committee may, in its sole discretion, elect at any time to pay cash or part cash and part shares in lieu of issuing any shares in respect of such Other-Stock Based Awards;
provided, that, if a cash payment is made in lieu of issuing any shares in respect of an Other Stock-Based Award, the amount of such payment shall be equal to the product of the number of shares for which a cash payment is being made
multiplied by the Fair Market Value per share of the class of Common Stock covered by the Other Stock-Based Award. 
 9. Performance Compensation Awards.

 (a) General. In addition to Stock Awards, the Committee shall have the authority to make an award of a cash bonus (including a
cash bonus under the 2012 LTIP) to any Participant and designate such award as a Performance Compensation Award. Any Stock Award or cash bonus award (including a cash bonus under the 2012 LTIP) designated by the Committee as a Performance
Compensation Award shall be subject to achievement of Performance Goals over a Performance Period, as established by the Committee in accordance with the provisions of this Section 9. The Committee shall have the authority, at or before
the time of grant of any Stock Award or cash bonus award, to designate such Stock Award or cash bonus award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.
Notwithstanding anything in the Plan to the contrary, if the Company determines that a Participant who has been granted an award designated as a Performance Compensation Award is not (or is no longer) a “covered employee” (within the
meaning of Section 162(m) of the Code), the terms and conditions of such award may be modified without regard to any restrictions or limitations set forth in this Section 9 (but subject otherwise to the provisions of
Section 15 of the Plan). 
 (b) Discretion of Committee with Respect to Performance Compensation Awards. For Performance
Compensation Awards, the Committee shall have sole discretion to select the length of Performance Periods, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s),
the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply and the Performance Formula(e). Within the first ninety (90) days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of
the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the
same in writing. 
 (c) Performance Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) for
Performance Compensation Awards may be based on the attainment of specific levels of performance of the Company (and/or the DHI Group, the Class V Group, one or more of the Company or any of its Affiliates, divisions or operational and/or business
units, 

  
 13 








 
product lines, brands, business segments, administrative departments or any combination of the foregoing) and shall be limited to the following, which may be determined in accordance with GAAP or
on a non-GAAP basis: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue
or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, without limitation, return on investment, assets, capital, employed capital, invested capital,
equity or sales); (vii) cash flow measures (including, without limitation, operating cash flow, free cash flow or cash flow return on capital), which may but are not required to be measured on a per share basis; (viii) actual or adjusted
earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, without limitation, growth measures and
total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital
targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market
metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals or completion of projects (including, without limitation, succession and hiring projects, completion of specific acquisitions, dispositions,
reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations;
(xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives; or (xxviii) any combination of the foregoing. Any one or more of the Performance Criteria may be stated
as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or the DHI Group, the Class V Group, one or more of the Company and/or any of its Affiliates, or any divisions or
operational and/or business units, product lines, brands, business segments or administrative departments of the Company and/or any of its Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance
Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee
also has the authority to provide for accelerated vesting of any Stock Award or cash bonus award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under
Section 162(m) of the Code, the Committee shall, within the first ninety (90) days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance Period. 
 (d) Modification of Performance Goal(s). In
the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such
alterations without obtaining stockholder approval. Unless otherwise determined by the Committee at the time a Performance Compensation Award is granted, the Committee shall, during the first ninety (90) days of a Performance Period (or, within
any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such
Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications to 

  
 14 








 
be made to the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation
or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) acquisitions or
divestitures; (vi) any other specific, unusual or nonrecurring events or objectively determinable category thereof; (vii) foreign exchange gains and losses; (viii) discontinued operations and nonrecurring charges; and (ix) a
change in the Company’s fiscal year. 
 (e) Payment of Performance Compensation Awards. 

 

	 	(i)	Condition to Receipt of Payment. Unless otherwise provided in the applicable Stock Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment
in respect of a Performance Compensation Award for such Performance Period. 

  

	 	(ii)	Limitation. Unless otherwise provided in the applicable Stock Award Agreement, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that
(A) the Performance Goals for such Performance Period are achieved, and (B) all or some portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the
Performance Formula to such achieved Performance Goals. 

  

	 	(iii)	Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved
and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance
Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion. 

  

	 	(iv)	Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the
Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable Stock Award Agreement, the Committee shall not have the discretion to
(A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained, or (B) increase a Performance Compensation Award above the
applicable limitations set forth in Section 4 of the Plan. 

 (f) Timing of Performance Compensation Award
Payments. Unless otherwise provided in the applicable Stock Award Agreement, Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the
certifications required by this Section 9 of the Plan. 

  
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 10. Adjustments upon Certain Events. 

Notwithstanding any other provision in the Plan to the contrary, the following provisions shall apply to all Stock Awards granted hereunder:

 (a) Generally. In the event of any change in the outstanding shares of the Class C Common Stock or the Class V Common Stock, as
applicable, by reason of any stock dividend, stock split, reverse stock split, share combination, extraordinary cash dividend, reorganization, recapitalization, merger, consolidation, stock rights offering, spin-off, combination, transaction or
exchange of such shares or other corporate exchange, or any transaction similar to the foregoing, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable in order to prevent the enlargement or diminution of the
benefits or potential benefits intended to be made available under the Plan (subject to Section 19 of the Plan), as to (i) the number or kind of shares or other securities issued or reserved for issuance pursuant to the Plan or
pursuant to outstanding Stock Awards, (ii) the Option Price or exercise price of any Stock Appreciation Right and/or (iii) any other affected terms of such Stock Awards; provided, that, for the avoidance of doubt, in the case of the
occurrence of any of the foregoing events that is an “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock
Compensation (FASB ASC 718)), the Committee shall make an equitable adjustment to outstanding Stock Awards to reflect such event. 
 (b)
Change in Control. In the event of a Change in Control after the Effective Date, the Committee may (subject to Section 19 of the Plan and any Participant’s rights under a Stock Award Agreement), but shall not be obligated to,
(i) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of a Stock Award, (ii) subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code and the regulations
promulgated thereunder, cancel such Stock Awards for fair value (as determined by the Committee in its sole discretion in good faith) which, in the case of Options and Stock Appreciation Rights, may, if so determined by the Committee, equal the
excess, if any, of value of the consideration to be paid in the Change in Control transaction, directly or indirectly, to holders of the same number and class of shares of Common Stock subject to such Options or Stock Appreciation Rights (or, if no
consideration is paid in any such transaction, the Fair Market Value of the applicable class of shares of Common Stock subject to such Options or Stock Appreciation Rights) over the aggregate Option Price of such Options or exercise price of such
Stock Appreciation Rights (it being understood that, in such event, any Option or Stock Appreciation Right having a per share Option Price or exercise price equal to, or in excess of, such Fair Market Value may be canceled and terminated without any
payment or consideration therefor), (iii) subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code and the regulations promulgated thereunder, provide for the issuance of substitute Stock Awards
that will preserve the rights under, and the otherwise applicable terms of, any affected Stock Awards previously granted hereunder as determined by the Committee in its sole discretion in good faith, and/or (iv) provide that for a period of at
least fifteen (15) days prior to the Change in Control, Options and Stock Appreciation Rights shall be exercisable as to all shares subject thereto (whether or not vested) and that upon the occurrence of the Change in Control, such Options and
Stock Appreciation Rights shall terminate and be of no further force and effect. 

  
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 11. No Right to Employment or Stock Awards. 

The granting of a Stock Award under the Plan shall impose no obligation on the Company or any of its Affiliate to continue the Employment of a
Participant and shall not lessen or affect the Company’s right or any of its Affiliates’ rights to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Stock Award, and there
is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Stock Awards. The terms and conditions of Stock Awards and the Committee’s determinations and interpretations with respect thereto need not be the same
with respect to each Participant (whether or not such Participants are similarly situated). 
 12. Successors and Assigns. 

The Plan shall be binding on all successors and assigns of the Company and each Participant, including without limitation, the estate of each
such Participant and the executor, administrator or trustee of any such estate and, if applicable, any receiver or trustee in bankruptcy or representative of the creditors of any such Participant. 

13. Nontransferability of Stock Awards. 

Unless expressly permitted by the Committee in a Stock Award Agreement or otherwise in writing, and, in each case, to the extent permitted by
Applicable Law, a Stock Award shall not be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or by operation of law, by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, that this Section 13 shall not prevent transfers by will or
by the laws of descent and distribution. A Stock Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant, subject to any conditions or qualifications imposed by
the Board. 
 14. Tax Withholding. 
 (a)
A Participant shall be required to pay to the Company or one or more of its Affiliates, as applicable, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes that are
statutorily required to be withheld in respect of a Stock Award. Alternatively, the Company or any of its Affiliates may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash
amounts owing to a Participant. 
 (b) Without limiting the generality of Section 14(a) of the Plan, the Committee may (but is
not obligated to), in its sole discretion, in a Stock Award Agreement or otherwise, permit or require a Participant to satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be
withheld with respect to a Stock Award by (i) the delivery of shares of the applicable class of Common Stock (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least


  
 17 








 
six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an
aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (ii) having the Company withhold from the shares of the applicable class of Common Stock otherwise issuable or deliverable to,
or that would otherwise be retained by, the Participant upon the grant, exercise, vesting or settlement of the Stock Award, as applicable, a number of shares of the applicable class of Common Stock with an aggregate Fair Market Value equal to an
amount, subject to Section 14(c) of the Plan below, not in excess of such minimum statutorily required withholding liability (or portion thereof). 

(c) The Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow
Participants to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by them with respect to a Stock Award by electing to have the Company withhold from the shares of the applicable class of Common
Stock otherwise issuable or deliverable to, or that would otherwise be retained by, a Participant upon the grant, exercise, vesting or settlement of the Stock Award, as applicable, shares of the applicable class of Common Stock having an aggregate
Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in a Participant’s relevant tax
jurisdictions). 
 15. Amendments or Termination. 

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the
approval of the requisite stockholders of the Company, if such action would (except as is provided in Section 10 of the Plan) increase the total number of shares reserved for the purposes of the Plan or, if applicable, change the maximum
number of shares for which Stock Awards may be granted to any Participant, materially modify the requirements for participation in the Plan or otherwise require stockholder approval under Applicable Law, or (b) without the consent of a
Participant, if such action would diminish the rights of such individual Participant under any Stock Award theretofore granted to such Participant under the Plan; provided, that anything to the contrary notwithstanding, the Committee may
amend the Plan in such manner as it deems necessary to cause a Stock Award to comply with the requirements of the Code or other Applicable Laws (including, without limitation, to avoid adverse tax consequences) or for changes in GAAP or new
accounting standards; provided, further, that such amendment shall not adversely affect the rights or potential benefits of the Participant under the Stock Award, unless the Participant consents thereto in writing. 

16. Choice of Law. 
 The Plan and the
Stock Awards granted hereunder shall be governed by and construed in accordance with the law of the State of Delaware, without regard to conflicts of laws principles thereof. 

  
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 17. Effective Date; Section 162(m) Approval. 

(a) The Plan was first effective as of the Effective Date, and amended and restated effective as of September 7, 2016. 

(b) If so determined by the Committee, (i) the Plan shall be submitted to the stockholders of the Company for approval in a manner that
complies with Section 162(m) of the Code and the regulations promulgated thereunder at such time as the Committee may determine in its sole discretion, and (ii) after the Section 162(m) Effective Date, the provisions of the Plan
regarding Performance Compensation Awards shall be disclosed and reapproved by stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved such provisions, in
each case in order for certain awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall affect the validity of awards granted after such time if such
stockholder approval has not been obtained or require the Company to submit the Plan for such stockholder approval. 
 18. Foreign Law. 

The Committee may grant Stock Awards to eligible individuals who are foreign nationals, who are located outside the United States or who are
not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States and who are not (and
who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures or Sub-Plans as may be necessary or advisable to comply with such legal
or regulatory provisions. 
 19. Section 409A. 

The Plan is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect
to amounts that are subject to Section 409A of the Code, it is intended that the Plan be administered in all respects in accordance with Section 409A of the Code. Each payment under any Stock Award shall be treated as a separate payment
for purposes of Section 409A of the Code. A Participant may not, directly or indirectly, designate the calendar year of any payment to be made under any Stock Award that is considered “nonqualified deferred compensation” within the
meaning of Section 409A of the Code. Notwithstanding any provision of the Plan or any Stock Award Agreement to the contrary, in the event that a Participant is a “specified employee” within the meaning of Section 409A of the Code
(as determined in accordance with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable on account of a
separation from service within the meaning of Section 409A of the Code and during the six-month period immediately following a Participant’s “separation from service” within the meaning of Section 409A of the Code
(“Separation from Service”) shall instead be paid or provided on the first business day after the date that is six months following the Participant’s Separation from Service. If the Participant


  
 19 








 
dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative
of the Participant’s estate within thirty (30) days after the date of the Participant’s death. The Company shall use commercially reasonable efforts to implement the provisions of this Section 19 in good faith;
provided, that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to any Participant with respect to this Section 19. 

20. Clawback / Repayment 
 All Stock
Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time,
and (ii) Applicable Law. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of the Stock Award for any reason (including, without
limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. 

*        *        *       
 *        *        * 
 As originally adopted by the Board of Directors
of Denali Holding Inc. on October 29, 2013. 
 Amended and restated by the Board of Directors of Dell Technologies Inc. on September 2, 2016,
approved by the stockholders of Dell Technologies Inc. on September 5, 2016 and effective as of September 7, 2016. 

  
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