8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2010

Dell Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-17017	74-2487834
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 289-3355

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2010, Dell Inc. (“Dell”) and Ron Garriques, President, Communications Solutions, executed a Separation Agreement and Release (the “Separation Agreement”) and a Consultancy Agreement (the “Consultancy Agreement”) pursuant to Mr. Garriques’ decision to leave Dell. Under the terms of the Separation Agreement, and consistent with Dell’s standard executive severance package, Mr. Garriques will receive a severance payment of $1.44 million and an incentive plan payment of $378,000. Mr. Garriques’ departure date will be January 28, 2011. A copy of the Separation Agreement is attached as Exhibit 99.1 and is incorporated herein by reference.

Under the terms of the Consultancy Agreement, Mr. Garriques will provide consulting services to Dell from January 31, 2011 through December 31, 2011 and will receive two lump sum payments of $3,154,120 on or before February 28, 2011 and December 31, 2011, respectively. These payments are based on Mr. Garriques’ projected long-term incentive plan payouts through 2011 and are contingent on Mr. Garriques’ compliance with the terms and conditions of the Consultancy Agreement which reinforce his non-compete and employee non-solicitation obligations. A copy of the Consulting Agreement is attached as Exhibit 99.2 and is incorporated herein by reference.

The foregoing descriptions of the Separation Agreement and the Consultancy Agreement are qualified in their entirety by reference to the full text of the agreements.

Item 9.01 — Financial Statements and Exhibits.

Dell herewith files the following documents as exhibits to this report:

(d) Exhibits

Exhibit
Number	Description
99.1	Separation Agreement and Release between Ron Garriques and Dell Inc.
99.2	Consultancy Agreement between Ron Garriques and Dell Inc.

- 2 -

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DELL INC.
Date: November 17, 2010	By:	/s/ Janet B. Wright
		Janet B. Wright,
		Vice President and Assistant Secretary (Duly Authorized Officer)

- 3 -

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Separation Agreement and Release between Ron Garriques and Dell Inc.
99.2	Consultancy Agreement between Ron Garriques and Dell Inc.

EX-99.1

Exhibit 99.1

SEPARATION AGREEMENT AND RELEASE

     This Separation Agreement and Release (“Agreement”) sets forth the mutual agreement of Dell Inc., for itself and its subsidiaries (collectively, “Dell”) and Ronald G. Garriques (“Executive”) regarding the subject matters addressed below.

     1. Separation Date. Executive’s employment with Dell will end January 28, 2011 (“Separation Date”). Until the Separation Date, Executive will serve in a transitional role and Executive’s primary responsibilities will be to complete and/or assist in the transition of ongoing projects, and to perform other duties and special projects as assigned by Steve Felice. During this period, Executive will comply with all of the terms of this Agreement. Nothing in this Agreement confers upon Executive a right to continuing employment with Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct or any other Dell policy generally applicable to employees of Executive’s level and position. Notwithstanding anything else in this Agreement, if Executive’s employment with Dell ends before January 28, 2011 as a result of Executive’s failure to comply with this paragraph, Executive’s last day of work at Dell will become Executive’s “Separation Date.”

     2. Consideration from Dell. If Executive signs this Agreement, and does not revoke it, Dell will provide Executive with the following good and valuable consideration. Executive agrees that, except as expressly set forth in this Agreement and Dell’s benefit plans, Executive is not entitled to receive from Dell the payment or distribution of any amounts of pay (including bonuses), benefits, cash, stock, stock options or other type of property. Executive agrees that Dell may withhold all taxes it determines it is legally required to withhold from any payments set forth herein, and acknowledges that Executive is responsible for paying any taxes on amounts Executive receives because Executive signed this Agreement.

a.	Continued Employment and Compensation. Until the Separation Date, Dell will continue to employ Executive and pay Executive compensation in the same amount and on the same terms as Dell is currently paying Executive, and Executive will continue to be invited to participate in all the benefits to which Executive is invited to participate as of the date of this Agreement (subject to all applicable terms and conditions and provided Executive continues to make related employee contributions if necessary under Dell’s policies for the enjoyment of such benefits), subject to applicable tax and other withholdings. However, Executive will not be eligible to participate in any of Dell’s incentive bonus plans or long term incentive plans for Fiscal Year 2011 or thereafter.
b.	Severance Pay. Within 15 business days of Dell’s receipt of this signed Agreement, Dell will pay Executive the total amount of One Million, Four Hundred and Forty Thousand Dollars ($1,440,000) (less applicable withholding for taxes) which amount will fully satisfy any severance obligation Dell has to Executive.
c.	Incentive Plan Payment. Within 15 business days of Dell’s receipt of this signed Agreement, Dell agrees to pay Executive the total amount of Three Hundred and Seventy Eight Thousand ($378,000) (less applicable withholding for taxes). Dell and Executive agree that this amount is designed to compensate Executive for Executive’s incentive bonus for Fiscal Year 2011. Executive agrees that he is not eligible to receive any other incentive bonus payout for Fiscal Year 2011 or thereafter.

Ronald G. Garriques — Badge 7237711

Page 1 of 4

     3. Treatment of Employee Benefits including Stock and Stock Options. Executive understands and agrees that balances or vested balances Executive has in any Dell benefit plan will be available to Executive consistent with applicable laws, regulations, and the administrative provisions of the various plan documents. Executive further understands that Executive will not receive any grants of stock, stock units, or options from Dell in the future and that any current stock options, stock units, or restricted stock will expire or be exercisable in accordance with the terms and provisions of the applicable equity agreements and the Dell Incentive Plan(s).

     4. Complete Release. Executive hereby fully releases Dell and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures, and affiliates (and agents, directors, officers, employees, representatives, and attorneys of such subsidiaries and affiliates) (collectively, “Released Parties”), from any and all known or unknown claims or demands Executive may have against any of them. Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Released Party including but not limited to all claims arising out of any contract, express or implied, and whether executory or not, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including claims arising out of the negligence or gross negligence of any Released Party and claims of express or implied defamation by any Released Party), and any federal, state, or other governmental statute, regulation, or ordinance, including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Executive represents that Executive has not assigned to any other person any of such claims and that Executive has the full right to grant this release. Notwithstanding any other provision herein, Dell and Executive agree that Executive is not waiving any claims that may arise in the future under the Age Discrimination in Employment Act, any claim for benefits under Dell’s health and welfare or retirement benefit plans, any future claims based on Dell’s obligations and agreements set forth in this Agreement, nor does this release prevent Executive from participating in a Government investigation. Nothing herein affects any rights Executive may or may not have for indemnification under Dell’s By-Laws or Certificate of Incorporation, or any rights as an insured under Dell’s D&O insurance policies.

     5. Claims under California Law. Executive understands and agrees that the complete release in paragraph 4 above also includes claims made under the California Fair Employment and Housing Act and California Labor Code Section 970-972, etc. Executive expressly waives all the rights and benefits of Section 1542 of the California Civil Code, which section reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

     6. Compensation Paid. Executive represents, warrants, and agrees that all forms of compensation and other monies, including paychecks, paid to Executive by Dell to date have been accurately calculated, have represented the proper amounts due to Executive, and have been based on Dell’s merit-based compensation system. The consideration set forth in this Agreement is in excess of what Executive is entitled to receive. If Executive or someone on Executive’s behalf claims any entitlement to further compensation from Dell, Executive agrees that Dell is entitled to full offset of the amounts set forth in this Agreement.

Ronald G. Garriques — Badge 7237711

Page 2 of 4

     7. Non-Admission of Liability. Dell and Executive understand and agree that they are entering into this Agreement to, among other things, resolve any claims or differences that may exist between them. By entering into this Agreement, neither Dell nor Executive admit any liability or wrongdoing.

     8. Future Employment. Executive agrees that Executive has no right to future employment at Dell and that should Executive seek employment with Dell in the future, any decision regarding rehire is at Dell’s sole discretion.

     9. Company Documents, Information, or Property. Executive agrees that, on or before the Separation Date, Executive will have returned to Dell any and all documents relating to Dell or its business operations (and any and all copies thereof, whether in paper form or electronic form), computer equipment, badges, credit cards, and any other Dell property in Executive’s possession or control. Executive represents and agrees that Executive will not take any such documents or property from the control or premises of Dell and that if, at any time after the Separation Date, Executive should come into possession of any such documents or property, Executive will return such documents or property to Dell immediately.

     10. Employment and Other Agreements. Executive agrees that, except as otherwise provided in this Agreement, the provisions of Executive’s Dell Employment Agreement, the Consultancy Agreement which Executive is entering into contemporaneously with this Separation and Release Agreement, any performance-based stock unit agreements, stock option agreements, restricted stock agreements, and confidentiality, non-solicitation or non-competition agreements that Executive previously entered into with Dell, and that are intended to survive Executive’s termination, remain in full force and effect. Moreover, Executive reaffirms Executive’s intent to comply with Executive’s post-employment obligations to Dell under the foregoing agreements.

     11. Mutual Non-disparagement. Executive agrees that he will not, directly or indirectly, make any statement, oral or written, or perform any act or omission that criticizes, denigrates, disparages or is, or could be, detrimental to the reputation or goodwill of Dell or to the reputation (personal or professional) or goodwill of any Executive of Dell, including without limitation any member of Dell’s Board of Directors or Executive Leadership Team. Similarly, Dell agrees that the members of its Executive Leadership Team will not, directly or indirectly, make any statement, oral or written, or perform any act or omission that criticizes, denigrates, disparages or is, or could be, detrimental to the reputation or goodwill of Executive. Nothing in this paragraph, however, prevents the Executive Leadership Team from discussing the communications solutions business, including the financial results of such business internally or externally, except that they agree not to mention Executive by name in any external discussions. The parties agree that the good faith and truthful compliance with a subpoena or other legally compulsive process, including being required to provide testimony as a witness in a lawsuit, will not be a violation of this provision. However, Executive agrees that in the event he is subject to compulsive legal process such as a subpoena or court order to testify as a witness, within three days of receipt of said subpoena or other legal process, he shall provide Dell notice of said legal process by faxing or emailing a copy of the subpoena or other legal process to Dell’s General Counsel.

     12. Cooperation. Executive agrees that he will give Dell Executives full cooperation in connection with any claims, lawsuits, or proceedings that relate in any manner to Executive’s conduct or duties at Dell or that are based on facts about which Executive obtained personal knowledge while employed at Dell. In return, Dell agrees to reimburse Executive for direct and reasonable out of pocket expenses (including reasonable attorney’s fees) incurred with respect to rendering such cooperation.

Ronald G. Garriques — Badge 7237711

Page 3 of 4

     13. Applicable Law and Venue. THIS AGREEMENT SHALL BE INTERPRETED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF TEXAS, AND THE VENUE FOR THE RESOLUTION OF ANY DISPUTES (LOCATION OF ANY LAWSUIT) SHALL BE SOLELY IN THE STATE AND FEDERAL COURTS OF WILLIAMSON COUNTY, TEXAS.

     14. Severability. The fact that one or more paragraphs (or portion thereof) of this Agreement may be deemed invalid or unenforceable by any court shall not invalidate the remaining paragraphs or portions of such paragraphs of this Agreement.

     15. Certain Acknowledgments. Executive acknowledges that Executive is signing this Agreement voluntarily with full knowledge of its contents. If Executive decides not to sign this Agreement, Dell will not retaliate against Executive. Executive is not relying on any promise or representation not specifically and explicitly made in this Agreement. This Agreement may not be amended or modified except by a written agreement signed by Executive and an authorized officer of Dell. Executive understands that any changes that the parties agree to make to this Agreement after it has been presented to Executive, whether such changes are material or non-material, will not extend the amount of time Executive has to consider the Agreement.

     16. Consideration and Revocation Periods. Executive understands that Executive may take up to 21 days to consider this Agreement. Executive understands that Executive may use as much or as little of this period as Executive chooses before signing the Agreement. Executive is advised to consult with an attorney before signing this Agreement. If Executive accepts this Agreement, Executive must sign it and return it to Steve Price on or before the expiration of the 21 day period and/or Dell’s withdrawal of the offer contained in the Agreement. By signing this Agreement, Executive acknowledges that Executive was afforded a period of at least 21 days from the date Dell’s proposal was presented to Executive in which to consider it in accordance with OWBPA. In addition, Executive understands that Executive has a period of seven days within which to revoke this Agreement after signing it. To revoke this Agreement, Executive understands that Executive must provide written notification of revocation to Steve Price within seven days from the date Executive signed it.

If the foregoing accurately sets forth Executive’s agreement with Dell, please signify by signing below and returning this Agreement in its entirety to Steve Price on or before the close of business on the twenty-first day after this Agreement was presented to you. If Dell has not received a signed copy of this Agreement by that time, the offer reflected in this Agreement will automatically terminate and expire without further notice from Dell.

Date: November 14, 2010	/s/ Ron Garriques
	Signature
	Ron Garriques
	Print Name

Ronald G. Garriques — Badge 7237711

Page 4 of 4

EX-99.2

Exhibit 99.2

Consultancy Agreement

This Consultancy Agreement (“Agreement”) sets forth the mutual agreement of Dell Inc., for itself and its subsidiaries (collectively, “Dell”), and Ronald G. Garriques (“Consultant”) regarding the provision of consultant services to Dell as described below.

Section I. Term of Agreement

1. The term of this Agreement will run from January 31, 2011 through December 31, 2011, unless terminated earlier in accordance with the Termination Provision contained in this Agreement.

Section II. Consultant Services

2. Dell and Consultant understand and intend that the relationship created between them by this Agreement is one of an independent contractor. Consultant specifically acknowledges that, in providing services under this Agreement, he is not an employee of Dell and as such: (i) he has no authority to bind Dell or any of its affiliates or subsidiaries; (ii) no agent, employee or servant, if any, of Consultant, nor Consultant himself, will be or will be deemed to be an employee, agent or servant of Dell; (iii) he is not entitled to participate in any benefit plans, programs or arrangements offered, or which may in the future be provided, by Dell or any of its affiliates to its or their employees; (iv) he will be responsible for, and agrees to pay in a timely fashion, his own taxes and Dell will not withhold any taxes on his behalf; and (v) he is free to engage in other business activities and may offer his services to other companies, organizations, educational institutions or individuals, except to the extent prohibited by the existing Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement between Consultant and Dell (the “Noncompete Agreement”). Consultant further agrees to indemnify and hold harmless Dell and its affiliates to the full extent of any liabilities, payments or costs, including taxes, interest, penalties and related fees, which may be assessed against Dell or any such affiliate in connection with any payment made to or on behalf of Consultant under this Agreement.

3. During the term of this Agreement, Consultant will provide consulting services to assist in such projects as needed by and requested by Steve Felice. It is envisioned that these services will be principally in the area of Communications Solutions. Consultant will furnish these services diligently and professionally, and in a manner consistent with the good public image of Dell.

Section III. Compensation

4. As compensation for Consultant’s services, Consultant will be paid a lump sum of $3,154,120, on or before February 28, 2011, provided Consultant is in full compliance with all the terms and conditions of this Agreement and this Consultancy has not been terminated in accordance with Section V of this Agreement prior to the payment date. Consultant acknowledges that he is responsible for payment of any and all income taxes, including estimated quarterly payments. Dell’s only responsibility in this regard is the issuance of an IRS Form 1099, if applicable, and filing thereof with the appropriate IRS office.

5. Consultant understands that during the term of this Agreement, Consultant is not eligible to participate in Dell’s 401K plan, or any other Dell bonus, incentive, benefit, stock, or stock option plan available to employees of Dell.

Ronald G. Garriques
Page 1 of 5

Section IV. Compliance Payment

6. Apart from the payment described in paragraph 5, Consultant shall not be entitled to any further payment under the terms of this Agreement. Provided, however, that if Dell determines Consultant has complied with the terms of the Noncompete Agreement, Dell shall pay Consultant a compliance payment of $3,154,120 on or before December 31, 2011. Consultant and Dell specifically agree that this payment does not represent payment for the rendition of services under this Agreement or for the rendition of any other services.

Section V. Termination

7. For cause. Dell may terminate this Agreement at any time, with no advance notice, if Dell determines that Consultant violated any of the terms of this Agreement, or any of the provisions of any other agreement Consultant may have with Dell or if Consultant acts in a manner contrary to Dell’s Code of Conduct. If this Consultancy is terminated for cause, Consultant will not be entitled to any payments due under this Consultancy Agreement after the date of termination.

8. Under Paragraph 17 If Consultant decides to work for a Dell competitor during the term of this Consultancy, pursuant to paragraph 17 of this Agreement, this Consultancy shall terminate at that time and Consultant will not be entitled to any payments due under this Consultancy Agreement after the date of termination.

Section VI. Intellectual Property

9. Except for pre-existing intellectual property (including Consultant’s Licensed Materials as defined below) incorporated in or used in the performance of the services under this Agreement, Consultant agrees that the deliverables produced under this Agreement (“Deliverables”) shall constitute the work product of Dell (the “Dell Work Product”). Additionally, other than Consultant’s Intellectual Property, Work Product shall further include without limitation: all tools, data (including without limitation) specifications and/or methods used to design, create, generate or otherwise develop the Deliverables and/or perform the services; and all patent, copyright, trade secret or other proprietary or intellectual property rights developed with respect to the creation of Deliverables or performance of the services.

10. To the extent that the Dell Work Product requires for use pre-existing works owned by or licensed to Consultant (the “Licensed Materials”), Dell hereby acknowledges Consultant’s ownership of the Licensed Materials; and Dell acknowledges that it does not have any ownership interest in such Licensed Materials. Notwithstanding the foregoing, with respect to the Licensed Materials, unless otherwise set forth in an Addendum or Schedule, Consultant hereby grants to Dell an irrevocable, non-exclusive, worldwide, royalty-free license to: (i) use, execute, produce, display, perform, copy, distribute (internally or externally) copies of, and prepare derivative works based upon the Licensed Materials and their derivative works, and (ii) authorize others to do any, some, or all of the foregoing.

11. All Dell Work Product is solely and exclusively the property of Dell. To the extent any Dell Work Product qualifies as a “work made for hire” under applicable copyright law, it will be considered a work made for hire and the copyright will be owned solely and exclusively by Dell. To the extent that any Dell Work Product is not considered a “work made for hire” under applicable copyright law, Consultant hereby assigns and transfers all of its right, title and interest in and to the Dell Work Product to Dell. Furthermore, Consultant shall ensure that its employees, subcontractors, representatives, agents

Ronald G. Garriques
Page 2 of 5

or other contractors engaged to perform Services hereunder comply with the terms of this Agreement particularly this Section.

12. Consultant will, as part of the Dell Work Product, disclose promptly in writing to Dell all of the Dell Work Product and document all intellectual property rights as Dell personnel may direct. Furthermore, Consultant shall, upon request, provide to Dell any or all of the Dell Work Product.

13. Consultant will not use the name of Dell nor any Dell trademarks, trade names, service marks, or quote the opinion of any Dell employee in any advertising, presentations or otherwise without first obtaining the prior written consent of an officer of Dell.

Section VII. Confidentiality

14. Consultant will not use, publish, misappropriate, or disclose any Confidential or Proprietary Information, during or after the term of this Agreement, except as required by the provision of services under this Agreement or as authorized in writing by Dell. Any confidential information that will be disclosed by either party related to this Agreement will be disclosed pursuant to the terms and conditions of the Non-Disclosure Agreement between the parties, which is specifically incorporated by reference herein. Notwithstanding anything contrary in the terms of the applicable Non-Disclosure Agreement, any trade secrets or other proprietary information of Dell, whether oral, visual or written, shall constitute confidential information of Dell even if not marked as such. For written Deliverables provided pursuant to any performance of services, Consultant shall mark such Deliverables, including without limitation any interim or final status reports, updates, or presentations, exclusively as “Dell Confidential” and shall not mark, or jointly-mark, such Deliverables as “Consultant Confidential.” Further, Consultant’s obligation to preserve the confidentiality of such trade secrets or proprietary information shall continue in perpetuity. The terms and conditions of this Agreement will be considered confidential.

Section VIII. Non-Disparagement

15. Consultant agrees that he will not, directly or indirectly, make any statement, oral or written, or perform any act or omission that criticizes, denigrates, disparages or is, or could be, detrimental to the reputation or goodwill of Dell or to the reputation (personal or professional) or goodwill of any Executive of Dell, including without limitation any member of Dell’s Board of Directors or Executive Leadership Team. Consultant understands that Consultant’s good faith and truthful compliance with a subpoena or other legally compulsive process, including being required to provide testimony as a witness in a lawsuit, will not be a violation of this provision. However, Consultant agrees that in the event he is subject to compulsive legal process such as a subpoena or court order to testify as a witness, within three days of receipt of said subpoena or other legal process, he shall provide Dell notice of said legal process by faxing or emailing a copy of the subpoena or other legal process to Dell’s General Counsel.

By way of emphasis and not limitation to any other termination reason, any breach of this Paragraph will result in immediate termination of this Agreement and Consultant will not be entitled to any payments due under this Consultancy Agreement after the date of termination.

Section IX. Non-Compete and Non-solicitation

16. Consultant hereby acknowledges and reaffirms that the Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement with Dell (“Noncompete Agreement”) he previously executed with Dell remains in full force and effect. Consultant acknowledges and affirms his agreement that his pre-existing Non-compete is reasonable, and necessary to protect Dell’s legitimate business interests and he hereby waives any argument that he currently may have challenging the enforceability of

Ronald G. Garriques
Page 3 of 5

the Noncompete Agreement. Accordingly, Consultant will fully comply with each and every provision of his pre-existing Noncompete Agreement and understands and acknowledges that he is not entitled to receive the payment described in paragraph 6 unless he has fully complied with the Noncompete Agreement.

By way of emphasis and not limitation, the definition of Direct Competitor in Consultant’s Noncompete Agreement includes any communications solutions companies which compete with Dell.

By way of emphasis and not limitation to any other termination reason, any breach of this Paragraph will result in immediate termination of this Agreement and Consultant will not be entitled to any payments due under this Consultancy Agreement after the date of termination.

Section X. Other Provisions

17. At all times while on Dell’s premises and while performing the services under this Agreement, Consultant will observe Dell’s rules, policies, and practices with respect to conduct, health and safety, and protection of persons and property, including but not limited to the Dell Code of Conduct.

18. Consultant agrees that his name, voice, picture, and likeness may be used in Dell’s advertising, training aids and other materials without payment of separate compensation.

19. When this Agreement terminates, Consultant will promptly deliver to a designated Dell representative all originals and copies of all materials, documents and property of Dell which are in Consultant’s possession or control.

20. This Agreement constitutes the entire Agreement between Consultant and Dell concerning the topics covered herein. This document replaces completely any earlier or contemporaneous communication or agreement with Dell about these topics, except to the extent any prior agreements are incorporated herein as a part of this Agreement such as the Noncompete Agreement Consultant previously executed. This Agreement may be changed only by a written document signed by Consultant and Dell’s Chairman and Chief Executive Officer. With the exception of the terms of paragraph 6, if any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. If any portion of paragraph 6 is held to be invalid or unenforceable in any way, to any extent, or for any reason, then the entirety of paragraph 6 shall be struck and invalidated, with the effect being that Consultant shall not be entitled under any circumstances to the payment described in paragraph 6. Likewise, if any portion of the Noncompete Agreement is held to be unenforceable in any way, to any extent, or for any reason, then the entirety of paragraph 6 shall be struck and invalidated, with the effect being that Consultant shall not be entitled under any circumstances to the payment described in paragraph 6.

21. THIS AGREEMENT SHALL BE INTERPRETED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF TEXAS, AND THE VENUE FOR THE RESOLUTION OF ANY DISPUTES (LOCATION OF ANY LAWSUIT) SHALL BE SOLELY IN THE STATE AND FEDERAL COURTS OF WILLIAMSON COUNTY, TEXAS.

Accepted and Agreed:

Ronald G. Garriques
Page 4 of 5

/s/ Ron Garriques	/s/ Mike Mclaughlin
Ronald G. Garriques	Dell Inc.
November 14, 2010	By:	Mike Mclaughlin
Date	Its:	Chief Ethics and Compliance Officer,
		Vice President, Legal
	Date:	November 14, 2010

Ronald G. Garriques
Page 5 of 5