Now, therefore, for and in consideration of the foregoing premises, Indemnitee’s agreement tocontinue to serve the Company in his or her current capacity and the mutual covenants andagreements contained herein, the parties hereby agree as follows:1. ***Certain Definitions —***In addition to terms defined elsewhere herein, the following termsshall have the respective meanings indicated below when used in this Agreement: (a) “***Change of Control***” shall mean the occurrence of any of the following events: (i) The acquisition after the date of this Agreement by any individual,entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of theSecurities Exchange Act of 1934 (the “***Exchange Act***”)) (a “***Person***”) of beneficialownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)of 15% or more of either the then outstanding shares of common stock of theCompany (the “***Outstanding Company Common Stock***”) or the combined voting power ofthe then outstanding voting securities of the Company entitled to vote generallyin the election of directors (the “***Outstanding Company Voting Securities***”);provided, however, that for purposes of this paragraph (i), the followingacquisitions shall not constitute a Change of Control: (A) Any acquisition directly from the Company or anyControlled Affiliate of the Company;  (B) Any acquisition by the Company or any ControlledAffiliate of the Company;  (C) Any acquisition by any employee benefit plan (orrelated trust) sponsored or maintained by the Company or any ControlledAffiliate of the Company;  (D) Any acquisition by Mr. Michael S. Dell, hisAffiliates or Associates (as such terms are defined in Rule 12b-2promulgated under the Exchange Act), his heirs or any trust or foundationto which he has transferred or may transfer Outstanding Company CommonStock or Outstanding Company Voting Securities; or  (E) Any acquisition by any entity or its security holderspursuant to a transaction that complies with clauses (A), (B), and (C) ofparagraph (iii) below; (ii) Individuals who, as of the date of this Agreement, constitute theBoard (collectively, the “***Incumbent Directors***”) cease for any reason toconstitute at least a majority of the Board; provided,Form Adopted by the Board of Directors on June 3, 2009
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   however, that anyindividual who becomes a director of the Company subsequent to the date of thisAgreement and whose election or appointment by the Board or nomination forelection by the Company’s stockholders was approved by a vote of at least amajority of the then Incumbent Directors, shall be considered as an IncumbentDirector, unless such individual’s initial assumption of office occurs as aresult of an actual or threatened election contest with respect to the electionor removal of directors or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board;  (iii) Consummation of a reorganization, merger, consolidation, sale orother disposition of all or substantially all the assets of the Company or anacquisition of assets of another corporation (a “***Business Combination***”), unless,in each case, following such Business Combination (A) all or substantially all ofthe individuals and entities who were the beneficial owners, respectively, of theOutstanding Company Common Stock and Outstanding Company Voting Securitiesimmediately prior to such Business Combination beneficially own, directly orindirectly, more than 50% of, respectively, the then outstanding shares of commonstock and the combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors, as the case maybe, of the corporation resulting from such Business Combination (including acorporation that as a result of such transaction owns the Company or all orsubstantially all of the Company’s assets either directly or through one ormore subsidiaries) in substantially the same proportions as their ownership,immediately prior to such Business Combination, of the Outstanding CompanyCommon Stock and Outstanding Company Voting Securities, as the case may be,(B) no Person (excluding any employee benefit plan (or related trust) of theCompany or the corporation resulting from such Business Combination and anyPerson referred to in clause (D) of paragraph (i) above) beneficially owns,directly or indirectly, 15% or more of, respectively, the then outstanding            shares of common stock of the corporation resulting from such BusinessCombination or the combined voting power of the then outstanding votingsecurities of such corporation except to the extent that such ownership of theCompany existed prior to the Business Combination and (C) at least a majorityof the members of the board of directors of the corporation resulting from suchBusiness Combination were Incumbent Directors at the time of the execution ofthe initial agreement, or of the action of the Board, providing for suchBusiness Combination; or  (iv) Approval by the stockholders of the Company of a completeliquidation or dissolution of the Company.Form Adopted by the Board of Directors on June 3, 2009
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 (b) “***Claim***” shall mean (i) any threatened, asserted, pending or completed claim,demand, action, suit or proceeding (including any cross claim or counterclaim in anyaction, suit or proceeding), whether civil, criminal, administrative, arbitrative,investigative or other and whether made pursuant to federal, state or other law(including securities laws); and (ii) any inquiry or investigation (includingdiscovery), whether made, instituted or conducted by the Company or any other party,including any federal, state or other governmental entity, that Indemnitee in good faithbelieves might lead to the institution of any such claim, demand, action, suit orproceeding.  (c) “***Controlled Affiliate***” shall mean any corporation, limited liability company,partnership, joint venture, trust or other entity or enterprise, whether or not forprofit, that is directly or indirectly controlled by the Company. For purposes of thisdefinition, the term “control” shall mean the possession, directly or indirectly, of thepower to direct or cause the direction of the management or policies of an entity orenterprise, whether through the ownership of voting securities, through other votingrights, by contract or otherwise; provided, however, that direct or indirect beneficialownership of capital stock or other interests in an entity or enterprise entitling theholder to cast 20% or more of the total number of votes generally entitled to be cast inthe election of directors (or persons performing comparable functions) of such entity orenterprise shall be deemed to constitute “control” for purposes of this definition.  (d) “***Disinterested Director***” shall mean a director of the Company who is not and wasnot a party to the Claim with respect to which indemnification is sought by Indemnitee.  (e) “***Expenses***” shall mean all costs, expenses (including attorneys’ and experts’ feesand expenses) and obligations paid or incurred in connection with investigating,defending (including affirmative defenses and counterclaims), being a witness in orparticipating in (including on appeal), or preparing to investigate, defend, be awitness in or participate in (including on appeal), any Claim relating to anIndemnifiable Claim.  (f) “***Indemnifiable Claim***” shall mean any Claim based upon, arising out of orresulting from any of the following: (i) Any actual, alleged or suspected act or failure to act byIndemnitee in his or her capacity as a director or officer of the Company or as adirector, officer, employee, member, manager, trustee, fiduciary or agent(collectively, a “***Representative***”)of any Controlled Affiliate or othercorporation, limited liability company, partnership, joint venture, employeebenefit plan, trust or other entity or enterprise, whether or not for profit, asto which Indemnitee is or was serving at the request of the Company as aRepresentative;Form Adopted by the Board of Directors on June 3, 2009
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 (ii) Any actual, alleged or suspected act or failure to act byIndemnitee with respect to any business, transaction, communication, filing,disclosure or other activity of the Company or any other entity or enterprisereferred to in clause (i) of this Section 1(f); or  (iii) Indemnitee’s status as a current or former director or officer ofthe Company or as a current or former Representative of the Company or any otherentity or enterprise referred to in clause (i) of this Section 1(f) or anyactual, alleged or suspected act or failure to act by Indemnitee in connectionwith any obligation or restriction imposed upon Indemnitee by reason of suchstatus.   In addition to any service at the actual request of the Company, for purposes of thisAgreement, Indemnitee shall be deemed to be serving or to have served at the requestof the Company as a Representative of another entity or enterprise if Indemnitee is orwas serving as a director, officer, employee, member, manager, trustee, fiduciary,agent or employee of such entity or enterprise and (A) such entity or enterprise is orat the time of such service was a Controlled Affiliate, (B) such entity or enterpriseis or at the time of such service was an employee benefit plan (or related trust)sponsored or maintained by the Company or a Controlled Affiliate or (C) the Company ora Controlled Affiliate directly or indirectly caused Indemnitee to be nominated,elected, appointed, designated, employed, engaged or selected to serve in suchcapacity.  (g) “***Indemnifiable Losses***” shall mean any and all Losses relating to, arising out ofor resulting from any Indemnifiable Claim.  (h) “***Independent Counsel***” shall mean a law firm, or a member of a law firm, that isexperienced in matters of corporation law and, as of the time of selection with respectto any Indemnifiable Claim, is not nor in the past five years has been, retained torepresent (i) the Company or Indemnitee in any matter material to either such party(other than with respect to matters concerning Indemnitee under this Agreement or otherindemnitees under similar indemnification agreements) or (ii) any other party to theIndemnifiable Claim giving rise to a claim for indemnification hereunder.Notwithstanding the foregoing, the term “Independent Counsel” shall not include anyperson who, under the applicable standards of professional conduct then prevailing,would have a conflict of interest in representing either the Company or Indemnitee in anaction to determine Indemnitee’s rights under this Agreement.  (i) “***Losses***” means any and all Expenses, damages (including punitive, exemplary andthe multiplied portion of any damages), losses, liabilities, judgments, payments, fines,penalties (whether civil, criminal or other), awards and amounts paid in settlement(including all interest, assessments and other charges paid or incurred in connectionwith or with respect to any of the foregoing).Form Adopted by the Board of Directors on June 3, 2009
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2. ***Indemnification Obligation —***Subject to Section 7, the Company shall indemnify, defend andhold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delawarein effect on the date hereof or as such laws may from time to time hereafter be amended toincrease the scope of such permitted indemnification, against any and all Indemnifiable Claimsand Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 21,Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connectionwith any Claim initiated by Indemnitee against the Company or any director or officer of theCompany unless the Company has joined in or consented to the initiation of such Claim. 3. ***Advancement of Expenses —***Indemnitee shall have the right to advancement by the Company priorto the final disposition of any Indemnifiable Claim of any and all Expenses relating to,arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee orwhich Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee.Indemnitee’s right to such advancement is not subject to the satisfaction of any standard ofconduct. Without limiting the generality or effect of the foregoing, within five businessdays after any request by Indemnitee, the Company shall, in accordance with such request (butwithout duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemniteefunds in an amount sufficient to pay such Expenses or (c) reimburse Indemnitee for suchExpenses; provided, however, that Indemnitee shall repay, without interest, any amountsactually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim towhich the advance related, were in excess of amounts paid or incurred by Indemnitee withrespect to Expenses relating to, arising out of or resulting from such Indemnifiable Claim.In connection with any such payment, advancement or reimbursement, Indemnitee shall executeand deliver to the Company an undertaking, which need not be secured and shall be acceptedwithout reference to Indemnitee’s ability to repay the Expenses, by or on behalf ofIndemnitee, to repay any amounts paid, advanced or reimbursed by the Company with respect toExpenses relating to, arising out of or resulting from any Indemnifiable Claim with respect towhich it shall have been determined, following the final disposition of such IndemnifiableClaim and in accordance with Section 7, that Indemnitee is not entitled to indemnificationhereunder. 4. ***Indemnification for Additional Expenses —***Without limiting the generality or effect of theforegoing, the Company shall indemnify and hold harmless Indemnitee against and, if requestedby Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five businessdays of such request, any and all Expenses paid or incurred by Indemnitee or which Indemniteedetermines are reasonably likely to be paid or incurred by Indemnitee in connection with anyClaim made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement oradvance payment of Expenses by the Company under any provision of this Agreement or under anyother agreement or provision of the Constituent Documents now or hereafter in effect relatingto Indemnifiable Claims or (b) recovery under any directors’ andForm Adopted by the Board of Directors on June 3, 2009
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  officers’ liability insurancepolicies maintained by the Company, regardless in each case of whether Indemnitee ultimatelyis determined to be entitled to such indemnification, reimbursement, advance or insurancerecovery, as the case may be; provided, however, that Indemnitee shall return, withoutinterest, any such advance of Expenses (or portion thereof) that remains unspent at the finaldisposition of the Claim to which the advance related. 5. ***Partial Indemnity —***If Indemnitee is entitled under any provision of this Agreement toindemnification by the Company for some or a portion of any Indemnifiable Loss but not for allof the total amount thereof, the Company shall nevertheless indemnify Indemnitee for theportion thereof to which Indemnitee is entitled. 6. ***Procedure for Notification —***To obtain indemnification under this Agreement with respect toan Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a writtenrequest therefor, including a brief description (based upon information then available toIndemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receiptof such request, the Company has directors’ and officers’ liability insurance in effect underwhich coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available,the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Lossto the applicable insurers in accordance with the procedures set forth in the applicablepolicies. The Company shall provide to Indemnitee a copy of such notice delivered to theapplicable insurers and copies of all subsequent correspondence between the Company and suchinsurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantiallyconcurrently with the delivery or receipt thereof by the Company. The failure by Indemniteeto timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall notrelieve the Company from any liability hereunder unless, and only to the extent that, theCompany did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and suchfailure results in forfeiture by the Company of substantial defenses, rights or insurancecoverage. 7. ***Determination of Right to Indemnification —*** (a) To the extent that Indemnitee shall have been successful on the merits orotherwise in defense of any Indemnifiable Claim or any portion thereof or in defense ofany issue or matter therein, including dismissal without prejudice, Indemnitee shall beindemnified against all Indemnifiable Losses relating to, arising out of or resultingfrom such Indemnifiable Claim in accordance with Section 2 and no Standard of ConductDetermination (as defined in paragraph (b) below) shall be required.  (b) To the extent that the provisions of Section 7(a) are inapplicable to anIndemnifiable Claim that shall have been finally disposed of, any determination ofwhether Indemnitee has satisfied any applicable standard of conduct under Delaware lawthat is a legally requiredForm Adopted by the Board of Directors on June 3, 2009
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   condition precedent to indemnification of Indemniteehereunder against Indemnifiable Losses relating to, arising out of or resulting fromsuch Indemnifiable Claim (a “***Standard of Conduct Determination***”) shall be made asfollows: (i) If a Change of Control has not occurred, or if a Change of Controlhas occurred but Indemnitee has requested that the Standard of ConductDetermination be made pursuant to this clause (i): (A) By a majority vote of the Disinterested Directors,even if less than a quorum of the Board;  (B) If such Disinterested Directors so direct, by amajority vote of a committee of Disinterested Directors designated by amajority vote of all Disinterested Directors; or  (C) If there are no such Disinterested Directors, byIndependent Counsel in a written opinion addressed to the Board, a copy ofwhich shall be delivered to Indemnitee; and (ii) If a Change of Control has occurred and Indemnitee has notrequested that the Standard of Conduct Determination be made pursuant toclause (i) above, byIndependent Counsel in a written opinion addressed to the Board, a copy ofwhich shall be delivered to Indemnitee.   Indemnitee will cooperate with the person or persons making such Standard of ConductDetermination, including providing to such person or persons, upon reasonable advancerequest, any documentation or information which is not privileged or otherwiseprotected from disclosure and which is reasonably available to Indemnitee andreasonably necessary to such determination. The Company shall indemnify and holdharmless Indemnitee against and, if requested by Indemnitee, shall reimburseIndemnitee for, or advance to Indemnitee, within five business days of such request,any and all costs and expenses (including attorneys’ and experts’ fees and expenses)incurred by Indemnitee in so cooperating with the person making such Standard ofConduct Determination.  (c) The Company shall use its reasonable best efforts to cause any Standard ofConduct Determination required under Section 7(b) to be made as promptly as practicable.If (i) the person or persons empowered or selected under Section 7(b) to make theStandard of Conduct Determination shall not have made a determination within 30 daysafter the later of (A) receipt by the Company of written notice from Indemnitee advisingthe Company of the final disposition of the applicable Indemnifiable Claim (the date ofsuch receipt being the “***Notification Date***”) and (B) the selection of an IndependentCounsel, if such determination is to be made by Independent Counsel, that is permittedForm Adopted by the Board of Directors on June 3, 2009
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   under the provisions of Section 7(e) to make such determination and (ii) Indemniteeshall have fulfilled his or her obligations set forth in the second sentence ofSection 7(b), then Indemnitee shall be deemed to have satisfied the applicable standardof conduct; provided, however, that such 30-day period may be extended for a reasonabletime, not to exceed an additional 30 days, if the person making such determination ingood faith requires such additional time to obtain or evaluate documentation orinformation relating thereto.  (d) If (i) Indemnitee shall be entitled to indemnification hereunder against anyIndemnifiable Losses pursuant to Section 7(a), (ii) no determination of whetherIndemnitee has satisfied any applicable standard of conduct under Delaware law is alegally required condition precedent to indemnification of Indemnitee hereunder againstany Indemnifiable Losses or (iii) Indemnitee has been determined or deemed pursuant toSection 7(b) or (c) to have satisfied any applicable standard of conduct under Delawarelaw that is a legally required condition precedent to indemnification of Indemniteehereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee,within five business days after the later of (x) the Notification Date with respect tothe Indemnifiable Claim or portion thereof to which such Indemnifiable Losses arerelated, out of which such Indemnifiable Losses arose or from which such IndemnifiableLosses resulted and (y) the earliest date on which the applicable criterion specified inclause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amountof such Indemnifiable Losses.  (e) If a Standard of Conduct Determination is to be made by Independent Counselpursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board andthe Company shall give written notice to Indemnitee advising him or her of the identityof the Independent Counsel so selected. If a Standard of Conduct Determination is to bemade by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shallbe selected by Indemnitee and Indemnitee shall give written notice to the Companyadvising it of the identity of the Independent Counsel so selected. In either case,Indemnitee or the Company, as applicable, may, within five business days afterreceiving written notice of selection from the other, deliver to the other a writtenobjection to such selection; provided, however, that such objection may be assertedonly on the ground that the Independent Counsel so selected does not satisfy thecriteria set forth in the definition of “Independent Counsel” in Section 1(h) and theobjection shall set forth with particularity the factual basis of such assertion.Absent a proper and timely objection, the person or firm so selected shall act asIndependent Counsel. If such written objection is properly and timely made andsubstantiated, (i) the Independent Counsel so selected may not serve as IndependentCounsel unless and until such objection is withdrawn or a court has determined thatsuch objection is without merit and (ii) the non-objecting party may, at its option,select anForm Adopted by the Board of Directors on June 3, 2009
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   alternative Independent Counsel and give written notice to the other partyadvising such other party of the identity of the alternative Independent Counsel soselected, in which case the provisions of the two immediately preceding sentences andclause (i) of this sentence shall apply to such subsequent selection and notice. Ifapplicable, the provisions of clause (ii) of the immediately preceding sentence shallapply to successive alternative selections. If no Independent Counsel that ispermitted under the foregoing provisions of this Section 7(e) to make the Standard ofConduct Determination shall have been selected within 30 days after the Company givesits initial notice pursuant to the first sentence of this Section 7(e) or Indemniteegives its initial notice pursuant to the second sentence of this Section 7(e), as thecase may be, either the Company or Indemnitee may petition the Court of Chancery ofthe State of Delaware for resolution of any objection that has been made by theCompany or Indemnitee to the other’s selection of Independent Counsel or for theappointment as Independent Counsel of a person selected by the Court or by such otherperson as the Court shall designate, and the person or firm with respect to whom allobjections are so resolved or the person or firm so appointed will act as IndependentCounsel. In all events, the Company shall pay all of the reasonable fees and expensesof the Independent Counsel incurred in connection with the Independent Counsel’sdetermination pursuant to Section 7(b).8. ***Presumption of Entitlement —***In making any Standard of Conduct Determination, the person orpersons making such determination shall presume that Indemnitee has satisfied the applicablestandard of conduct, and the Company may overcome such presumption only by its adducing clearand convincing evidence to the contrary. Any Standard of Conduct Determination that isadverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State ofDelaware. No determination by the Company (including by its directors or any IndependentCounsel) that Indemnitee has not satisfied any applicable standard of conduct shall be adefense to any Claim by Indemnitee for indemnification or reimbursement or advance payment ofExpenses by the Company hereunder or create a presumption that Indemnitee has not met anyapplicable standard of conduct. 9. ***No Other Presumption —***For purposes of this Agreement, the termination of any Claim byjudgment, order, settlement (whether with or without court approval) or conviction, or upon aplea of nolo contendere or its equivalent, or an entry of an order of probation prior tojudgment, shall not create a presumption that Indemnitee did not meet any applicable standardof conduct or that indemnification hereunder is otherwise not permitted. 10. ***Non-Exclusivity —***The rights of Indemnitee hereunder shall be in addition to any other rightsIndemnitee may have under the Constituent Documents, the substantive laws of the State ofDelaware, any other contract or otherwise (collectively, “***Other Indemnity Provisions***”);provided, however, that (a) to the extent that Indemnitee otherwise would have any greaterright toForm Adopted by the Board of Directors on June 3, 2009
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  indemnification under any Other Indemnity Provision, Indemnitee shall be deemed tohave such greater right hereunder and (b) to the extent that any change is made to any OtherIndemnity Provision that permits any greater right to indemnification than thatprovided under this Agreement as of the date hereof, Indemnitee shall be deemed to have suchgreater right hereunder. The Company shall not adopt any amendment to any of the ConstituentDocuments the effect of which would be to deny, diminish or encumber Indemnitee’s right toindemnification under this Agreement or any Other Indemnity Provision. 11. ***Liability Insurance and Funding —***For the duration of Indemnitee’s service as a director orof the Company and thereafter for so long as Indemnitee shall be subject to any pending orpossible Indemnifiable Claim, to the extent the Company maintains policies of directors’ andofficers’ liability insurance providing coverage for directors and officers of the Company,Indemnitee shall be covered by such policies, in accordance with their terms, to the maximumextent of the coverage available for any other director or officer of the Company. Uponrequest of Indemnitee, the Company shall provide Indemnitee with a copy of all directors’ andofficers’ liability insurance applications, binders, policies, declarations, endorsements andother related materials and shall provide Indemnitee with a reasonable opportunity to reviewand comment on the same. Without limiting the generality or effect of the two immediatelypreceding sentences, no discontinuation or significant reduction in the scope or amount ofcoverage from one policy period to the next shall be effective (a) without the prior approvalthereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (b) ifat the time that any such discontinuation or significant reduction in the scope or amount ofcoverage is proposed there are no Incumbent Directors, without the prior written consent ofIndemnitee (which consent shall not be unreasonably withheld or delayed). In all policies ofdirectors’ and officers’ liability insurance obtained by the Company, Indemnitee shall benamed as an insured in such a manner as to provide Indemnitee the same rights and benefits,subject to the same limitations, as are accorded to the Company’s directors and officers mostfavorably insured by such policy. The Company may, but shall not be required to, create atrust fund, grant a security interest or use other means, including a letter of credit, toensure the payment of such amounts as may be necessary to satisfy its obligations to indemnifyand advance expenses pursuant to this Agreement. 12. ***Subrogation —***In the event of payment under this Agreement, the Company shall be subrogatedto the extent of such payment to all of the related rights of recovery of Indemnitee againstother persons or entities (other than Indemnitee’s successors), including any entity orenterprise referred to in clause (i) of the definition of “Indemnifiable Claim” inSection 1(f). Indemnitee shall execute all papers reasonably required to evidence such rights(all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, relatedthereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company). 13. ***No Duplication of Payments —***The Company shall not be liable under this Agreement to make anypayment to Indemnitee with respect to anyForm Adopted by the Board of Directors on June 3, 2009
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  Indemnifiable Losses to the extent Indemnitee hasotherwise actually received payment (net of Expenses incurred in connection therewith) underany insurance policy, the Constituent Documents or Other Indemnity Provisions or otherwise(including from any entity or enterprise referred to in clause (i) of the definition of“Indemnifiable Claim” in Section 1(f)) with respect to such Indemnifiable Losses otherwiseindemnifiable hereunder. 14. ***Defense of Claims —***The Company shall be entitled to participate in the defense of anyIndemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory toIndemnitee; provided, however, that if Indemnitee believes, after consultation with counselselected by Indemnitee, that (a) the use of counsel chosen by the Company to representIndemnitee would present such counsel with an actual or potential conflict, (b) the namedparties in any such Indemnifiable Claim (including any impleaded parties) include both theCompany and Indemnitee and Indemnitee shall conclude that there may be one or more legaldefenses available to him or her that are different from or in addition to those available totheCompany or (c) any such representation by such counsel would be precluded under theapplicable standards of professional conduct then prevailing, then Indemnitee shall beentitled to retain separate counsel (but not more than one law firm plus, if applicable,local counsel with respect to any particular Indemnifiable Claim) at the Company’s expense.The Company shall not be liable to Indemnitee under this Agreement for any amounts paid insettlement of any threatened or pending Indemnifiable Claim effected without the Company’sprior written consent. The Company shall not, without the prior written consent ofIndemnitee, effect any settlement of any threatened or pending Indemnifiable Claim thatIndemnitee is or could have been a party unless such settlement solely involves the paymentof money and includes a complete and unconditional release of Indemnitee from all liabilityon any claims that are the subject matter of such Indemnifiable Claim. Neither the Companynor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided,however, that Indemnitee may withhold consent to any settlement that does not provide acomplete and unconditional release of Indemnitee. 15. ***Successors and Binding Agreement —*** (a) The Company shall require any successor (whether direct or indirect, by purchase,merger, consolidation, reorganization or otherwise) to all or substantially all thebusiness or assets of the Company, by agreement in form and substance satisfactory toIndemnitee and his or her counsel, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent the Company would be required toperform if no such succession had taken place. This Agreement shall be binding upon andinure to the benefit of the Company and any successor to the Company, including anyperson acquiring directly or indirectly all or substantially all the business or assetsof the Company whether by purchase, merger, consolidation, reorganization or otherwise(and such successor will thereafter be deemed the “Company” for purposes of thisForm Adopted by the Board of Directors on June 3, 2009
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   Agreement), but shall not otherwise be assignable or delegatable by the Company.  (b) This Agreement shall inure to the benefit of and be enforceable by Indemnitee’spersonal or legal representatives, executors, administrators, successors, heirs,distributees, legatees and other successors.  (c) This Agreement is personal in nature and neither of the parties hereto shall,without the consent of the other, assign or delegate this Agreement or any rights orobligations hereunder except as expressly provided in Sections 15(a) and 15(b). Withoutlimiting the generality or effect of the foregoing, Indemnitee’s right to receivepayments hereunder shall not be assignable, whether by pledge, creation of a securityinterest or otherwise, other than by a transfer by Indemnitee’s will or by the laws ofdescent and distribution, and in the event of any attempted assignment or transfercontrary to this Section 15(c), the Company shall have no liability to pay any amount soattempted to be assigned or transferred.16. ***Notices —***For all purposes of this Agreement, all communications, including notices,consents, requests or approvals, required or permitted to be given hereunder shall be inwriting and shall be deemed to have been duly given when hand delivered or dispatched byelectronic facsimile transmission (with receipt thereof orally confirmed), or five businessdays after having been mailed by United States registered or certified mail, return receiptrequested, postage prepaid or one business day after having been sent for next-day delivery bya nationally recognized overnight courier service, addressed to the Company (to the attentionof the Secretary of the Company) and to Indemnitee at the addresses shown on the signaturepage hereto, or to such other address as any party may have furnished to the other in writingand inaccordance herewith, except that notices of changes of address will be effective only uponreceipt. 17. ***Governing Law —***The validity, interpretation, construction and performance of this Agreementshall be governed by and construed in accordance with the substantive laws of the State ofDelaware, without giving effect to the principles of conflict of laws of such State. TheCompany and Indemnitee each hereby irrevocably consent to the jurisdiction of the ChanceryCourt of the State of Delaware for all purposes in connection with any action or proceedingthat arises out of or relates to this Agreement and agree that any action instituted underthis Agreement shall be brought only in the Chancery Court of the State of Delaware. 18. ***Validity —***If any provision of this Agreement or the application of any provision hereof toany person or circumstance is held invalid, unenforceable or otherwise illegal, the remainderof this Agreement and the application of such provision to any other person or circumstanceshall not be affected, and the provision so held to be invalid, unenforceable orotherwiseillegal shall be reformed to the extent, and only to the extent, necessary to make itenforceable, valid or legal. In the event that any court or other adjudicative body shalldecline to reform any provision of this Agreement held to be invalid, unenforceable orForm Adopted by the Board of Directors on June 3, 2009
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  otherwise illegal as contemplated by the immediately preceding sentence, the parties theretoshall take all such action as may be necessary or appropriate to replace the provision so heldto be invalid, unenforceable or otherwise illegal with one or more alternative provisions thateffectuate the purpose and intent of the original provisions of this Agreement as fully aspossible without being invalid, unenforceable or otherwise illegal. 19. ***Amendments; Waivers —***No provision of this Agreement may be amended, modified, waived ordischarged unless such amendment, modification, waiver or discharge is agreed to in writingsigned by Indemnitee and the Company. No waiver by either party hereto at any time of anybreach by the other party hereto or compliance with any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequent time. 20. ***Complete Agreement —***No agreements or representations, oral or otherwise, expressed orimplied with respect to the subject matter hereof have been made by either party that are notset forth expressly in this Agreement. 21. ***Legal Fees and Expenses —***It is the intent of the Company that Indemnitee not be required toincur legal fees or other Expenses associated with the interpretation, enforcement or defenseof Indemnitee’s rights under this Agreement by litigation or otherwise because the cost andexpense thereof would substantially detract from the benefits intended to be extended toIndemnitee hereunder. Accordingly, without limiting the generality or effect of any otherprovision hereof, if it should appear to Indemnitee that the Company has failed to comply withany of its obligations under this Agreement or in the event that the Company or any otherperson takes or threatens to take any action to declare this Agreement void or unenforceableor institutes any litigation or other action or proceeding designed to deny, or to recoverfrom, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, theCompany irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’schoice, at the expense of the Company as hereafter provided, to advise and representIndemnitee in connection with any such interpretation, enforcement or defense, including theinitiation or defense of any litigation or other legal action, whether by or against theCompany or any director, officer, stockholder or other person affiliated with the Company, inany jurisdiction. Notwithstanding any existing or prior attorney-client relationship betweenthe Company and such counsel, the Company irrevocably consents to Indemnitee’s entering intoan attorney-client relationship with such counsel, and in that connection the Companyand Indemnitee agree that a confidential relationship shall exist between Indemnitee and suchcounsel. Without respect to whether Indemnitee prevails, in whole or in part, in connectionwith any of the foregoing, the Company will pay and be solely financially responsible for anyand all attorneys’ and related fees and expenses incurred by Indemnitee in connection withany of the foregoing.Form Adopted by the Board of Directors on June 3, 2009
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22. ***Certain Interpretive Matters —*** (a) No provision of this Agreement shall be interpreted in favor of, or against,either of the parties hereto by reason of the extent to which any such party or itscounsel participated in the drafting thereof or by reason of the extent to which anysuch provision is inconsistent with any prior draft hereof or thereof.  (b) It is the Company’s intention and desire that the provisions of this Agreement beconstrued liberally, subject to their express terms, to maximize the protections to beprovided to Indemnitee hereunder.  (c) All references in this Agreement to Sections, paragraphs, clauses and othersubdivisions refer to the corresponding Sections, paragraphs, clauses and othersubdivisions of this Agreement unless expressly provided otherwise. Titles appearing atthe beginning of any Sections, subsections or other subdivisions of this Agreement arefor convenience only, do not constitute any part of such Sections, subsections or othersubdivisions and shall be disregarded in construing the language contained in suchsubdivisions. The words “***this Agreement***,” “***herein***,” “***hereby***,” “***hereunder***,” and“***hereof***,” and words of similar import, refer to this Agreement as a whole and not to anyparticular subdivision unless expressly so limited. The word “***or***” is not exclusive, andthe word “***including***” (in its various forms) means “including without limitation.”Pronouns in masculine, feminine or neuter genders shall be construed to state andinclude any other gender, and words, terms and titles (including terms defined herein)in the singular form shall be construed to include the plural and vice versa, unless thecontext otherwise expressly requires.23. ***Counterparts —***This Agreement may be executed in one or more counterparts, each of which willbe deemed to be an original but all of which together shall constitute one and the sameagreement.Form Adopted by the Board of Directors on June 3, 2009
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In witness whereof, Indemnitee has executed, and the Company has caused its duly authorizedrepresentative to execute, this Agreement as of the date first above written.         **DELL INC.**   **INDEMNITEE**           Address:One Dell Way   Address:    Round Rock, Texas 78682               Facsimile: 512-728-3773   Facsimile:           By:          Lawrence P. Tu       Senior Vice President, General       Counsel and Secretary      Form Adopted by the Board of Directors on June 3, 2009
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