exv10w2



 





Exhibit 10.2




AMENDMENT NO. 4 TO THE

DELL INC. 401(K) PLAN




         This Amendment is hereby entered into by Dell Inc., a Delaware corporation, having its
principal office in Round Rock, Texas (hereinafter referred to as “Employer”):



R E C I T A L S:




         WHEREAS, the Employer has previously established the Dell Inc. 401(k) Plan (the “Plan”) for
the benefit of those employees who qualify thereunder and for their beneficiaries; and



         WHEREAS, the Employer most recently amended and restated the Plan effective January 1, 2003;
and



         WHEREAS, the Employer desires to amend the Plan to increase the maximum percentage of a
Participant’s Considered Compensation that a Participant may elect to defer; and



         NOW, THEREFORE, pursuant to Section 13.1 of the Plan, the following amendment is hereby made,
and shall be effective the date hereof:


1.     Effective October 15, 2007, Subsection 3.1(a) of the Plan is hereby amended, as underlined, to
be and read as follows:





	 	“(a)	 	A Participant shall elect to defer an integral percentage from 0% to
50% (or such lesser percentage as may be prescribed from time to time by the
Committee) of his Considered Compensation for a Plan Year by having the Employer
contribute the amount so deferred to the Plan.”




2.     Effective October 15, 2007, Section 16.5 is hereby amended to be and read as follows:





	 	“16.5	 	Acquisition, Holding and Sale of Company Stock.






(a)     The Plan is specifically authorized to acquire and hold up to 100% of its assets
in Company Stock so long as Company Stock is a “qualifying employer security,” as
such term is defined in section 407(d)(e) of ERISA. The Committee shall implement
this Section 16.5 by directing the Plan’s Trustee to establish a company stock fund
(the “Stock Fund”) which will hold shares of Company Stock. Investments will be
made in the Stock Fund through the issuance of units in the Stock Fund, the value of
which shall be established at the end of each day that shares of Company Stock are
sold on the NASDAQ exchange. All purchases and sales of units in the Stock Fund
will be made based on the Stock Fund’s closing value as of the close of business on
the date a transaction occurs. The Stock Fund shall retain an appropriate level of
cash and cash equivalent investments to permit Plan participants to sell some or all
of the interests in the Stock Fund.



 









 






(b)     During any period in which the Participants are permitted to direct the Trustee
to sell shares of Company Stock that are allocated to their Accounts, the Committee
shall determine whether any portion of the Stock Fund may be “restricted shares”
subject to trading restrictions under Rule 144 promulgated under the Securities Act
of 1933. The portion of the Stock Fund, and a proportionate portion of the
underlying shares of Company Stock held by the Stock Fund, that are so determined by
the Committee to be subject to such restrictions shall be classified as “Restricted
Shares” and may only be sold pursuant to Subsection 16.5(c) below.




(c)     The Company shall purchase any and all Restricted Shares from the Plan’s Trust
on the first trading date immediately following the date on which a Participant has
elected to liquidate a restricted portion of the Stock Fund. This sale of such
Restricted Shares shall be made pursuant to the following steps:




(1)     The Committee establish a procedure that will identify the portion of
the Stock Fund which constitutes Restricted Shares. This identification
will be performed not less often that once each calendar quarter.




(2)     The Trustee shall sell all such Restricted Shares to the Company that
are required to liquidate a portion of the Stock Fund as a result of a
Participant’s direction. The effective date of such sale shall be the
trading day immediately following the date the Participant elected to sell
an interest in the Stock Fund which would result in the sale of such
Restricted Shares by the Trustee. Consistent with existing practices, the
sale of an interest in the Stock Fund by a Participant shall occur on the
trading date on which the Participant elects to sell some or all of his
interest in the Stock Fund (or, if the date the election is made is a date
where trading in Company Stock does not occur, the immediately following
trading date).




(3)     The purchase price for the Restricted Shares sold under Paragraph (2)
above shall be not less than adequate consideration for such shares of
Company Stock on the date the purchase occurs. For this purpose, the
“adequate consideration” shall be equal to the greater of (i) the weighted
average of the actual sales prices obtained by the Trust in connection with
other sales of shares of Company Stock sold on the NASDAQ exchange on the
date the sale occurs, and (ii) the volume weighted average price for all
shares of Dell’s common stock sold on the NASDAQ for such trading date.




(d)     No purchase of shares of Company Stock shall be made unless the Company’s common
stock is then traded on the NASDAQ exchange.













 





         IN WITNESS WHEREOF, the Employer has caused this instrument to be executed this
15th day of October, 2007.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DELL INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Thomas H. Welch	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:
	 	Vice President Legal & Asst. Secretary	 	 
	 

	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Robert Potts