8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 9, 2006

Dell Inc.

(Exact name of registrant as specified in its charter)

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

One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (512) 338-4400

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))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Form of Nonstatutory Stock Option Agreement
Form of Performance Based Stock Unit Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Base Salary and Bonus

On March 9, 2006, the Compensation Committee of the Board of Directors approved the annual base salaries of Dell’s executive officers for fiscal 2007. The Compensation Committee also authorized the payment of fiscal 2006 annual bonus awards to the Company’s executive officers pursuant to Dell’s Executive Annual Incentive Bonus Plan. The following table sets forth the annual base salary levels of Dell’s Named Executive Officers (determined by reference to Dell’s proxy statement, dated May 31, 2005) for fiscal years 2007 and 2006, and cash bonus payouts to the Named Executive Officers for fiscal 2006:

				FY06
Name and Principal Position		Base Salary		Bonus
Kevin B. Rollins	FY07	$	950,000
President and Chief Executive Officer	FY06		950,000	$	1,794,039
Michael S. Dell	FY07		950,000
Chairman of the Board	FY06		950,000		1,805,000
James M. Schneider	FY07		620,000
Senior Vice President and Chief Financial Officer	FY06		570,000		538,211
Paul D. Bell	FY07		600,000
Senior Vice President, Europe, Middle East and Africa	FY06		550,000		520,759
Rosendo G. Parra	FY07		600,000
Senior Vice President, Americas	FY06		550,000		520,759

Annual Equity Awards

The Compensation Committee also approved annual equity awards for certain employees, including executive officers. Awards granted to the Named Executive Officers consisted of fair market value stock options and target grants of performance based stock units (“PBUs”). The options vest ratably over five years (20% per year), have an exercise price equal to the fair market value of Dell common stock on the date of grant ($28.95) and terminate ten years from the date of grant. The actual number of PBUs awarded will depend on Dell’s revenue during the performance period relative to pre-established targets. Each vested PBU entitles the holder to receive one share of common stock. The PBUs vest over varying periods ranging from one to five years. The following table sets forth, for each of the Named Executive Officers, the number of options and the target number of PBUs awarded.

			Target Number of PBUs
Name	Number of Options Awarded		Awardeda
Mr. Rollins		600,000		150,000
Mr. Schneider		280,000		75,000
Mr. Bell		220,000		90,000
Mr. Parra		280,000		75,000

a — PBUs awarded to the Named Executive Officers vest ratably over five years (20% per year) beginning March 2007. The actual number of PBUs awarded will depend on Dell’s fiscal 2007 revenue relative to pre-established targets, and will range between 0% and 120% of the target number.

All options and PBUs are awarded under the 2002 Long-Term Incentive Plan, which was approved by stockholders at the 2002 annual meeting.

Unvested options and PBUs will expire upon the termination of employment for any reason other than death or permanent disability. If the termination of employment is due to death or permanent disability, unvested options and PBUs will vest immediately upon such termination of

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employment. Vested options will expire one year after termination due to death or three years after termination due to permanent disability. If the termination of employment is for any reason other than conduct detrimental to the company, normal retirement, death or permanent disability, any vested options will expire 90 days after such termination. If the termination is due to normal retirement, any vested options will expire three years thereafter. If the termination is due to conduct detrimental to the company, all vested options will expire immediately upon such termination.

The form of Nonstatutory Stock Option Agreement and of PBU Award Agreement are filed as exhibits to this Form 8-K and are incorporated herein by reference.

2007 Long-Term Cash Award Program

On March 9, 2006, the Compensation Committee also approved a new fiscal 2007 Long-Term Cash Award Program (the “2007 Program”) for all executive officers other than Mr. Dell and Mr. Rollins. The 2007 Program is intended to better balance Dell’s long-term compensation programs among cash, stock options, PBUs and restricted stock units. Awards, aggregating up to $49.5 million, will be paid out in cash over varying periods ranging from one to four years from the date of grant. Future payouts are contingent upon continued employment during the payout period.

The following table summarizes the awards under the 2007 Program made to the Named Executive Officers:

2007 LONG-TERM CASH AWARD PROGRAM
	Payout Period
Name	(Fiscal Years)		Future Payoutsa
Mr. Schneider		2009 -- 2011	$	8,000,000
Mr. Bell		2009 -- 2011	$	4,000,000
Mr. Parra		2009 -- 2011	$	4,000,000

a — Awards to the Named Executive Officers under the 2007 Program are payable each March from fiscal 2009 through 2011. Maximum aggregate payouts to the thirteen other eligible executive officers total $33.5 million, and are payable, in variable increments, each March from fiscal 2008 through 2011.

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Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

99.1	Form of Nonstatutory Stock Option Agreement
99.2	Form of Performance Based Stock Unit Agreement

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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: March 14, 2006	By:	/s/ Joan S. Hooper
		Joan S. Hooper
		Vice President, Corporate Finance and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit
No.	Description of Exhibit
99.1	Form of Nonstatutory Stock Option Agreement
99.2	Form of Performance Based Stock Unit Agreement

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EX-99.1

Exhibit 99.1

DELL INC.
Nonstatutory Stock Option Agreement

Recipient:	Date of Grant:
Identification No.:	Number of Options:
Employee No.:	Exercise Price:

1.     Purpose — Dell Inc., a Delaware corporation (the “Company”), is pleased to grant you options to purchase shares of the Company’s common stock. The number of options awarded to you (the “Options”) and the Exercise Price per Option (the “Exercise Price”) are stated above. Each Option entitles you to purchase, on exercise, one share of the Company’s common stock as described below. As a material inducement to the Company to grant you this award, you agree to the following terms and conditions. You agree that you are not otherwise entitled to this award, that the Company is providing you this award in consideration for your promises and agreements below, and that the Company would not grant you this award absent those promises and agreements.

2.     Vesting and Exercisability — You cannot exercise the Options until they have vested and become exercisable.

A.     General Vesting — The Options will vest in accordance with the following schedule (subject to the further provisions stated below):

Number	Date
20%
20%
20%
20%
20%

B.     Deferred Vesting — Notwithstanding the foregoing paragraph, the Company, with the approval of the Chief Executive Officer and upon written notice to you, may defer the vesting of all or any portion of the Options to any date that is not more than seven years after the Date of Grant stated above.

C.     Exercisability — You may exercise Options at any time after they vest and before they expire as described below.

3.     Method of Exercise — You may exercise Options by giving notice to the Company or its designated agent in accordance with instructions generally applicable to all option holders. At the time of exercise, you must pay the Exercise Price for all Options being exercised and any taxes that are required to be withheld by the Company or your Employer (as defined below). You may pay such amounts in cash or arrange for such amounts to be paid through a brokerage firm or in another manner satisfactory to the Company.

4.     Expiration — All Options will expire on the earlier of the tenth anniversary of the Date of Grant or any of the special expiration dates described below. Once an Option expires, you will no longer have the right to exercise it. As used below, the term “Employment” means your regular full-time or part-time employment with the Company or any of its consolidated Subsidiaries, and the term “Employer” means the Company (if you are employed by the Company) or the consolidated Subsidiary of the Company that employs you.

A.     Termination of Employment for Conduct Detrimental to the Company — If your Employment is terminated by your Employer for Conduct Detrimental to the Company, all Options (whether or not vested) will expire at that time and you will be required to return option proceeds as described herein.

B.     Termination of Employment for Other than Conduct Detrimental to the Company — If your Employment is terminated by you or by your Employer for reasons other than Conduct Detrimental to the Company, Options that are not vested at the time your Employment is terminated will expire at that time and Options that are vested at the time your Employment is terminated will expire at the close of business on the 90^th day following the date your Employment is terminated.

C.     Death — If your Employment is terminated by reason of your death, Options that are not vested at the time your Employment is terminated will become fully vested at that time. All Options will then expire on the first anniversary of the date your Employment is terminated and, until that time will be exercisable by your legal representatives, legatees or distributees.

D.     Permanent Disability — If your Employment is terminated by reason of your Permanent Disability, Options that are not vested at the time your Employment is terminated will become fully vested at that time. All Options will then expire on the third anniversary of the date your Employment is terminated and, until that time will be exercisable by you or your guardian or legal representative.

E.     Retirement — If your Employment is terminated by reason of your Normal Retirement, Options that are not vested at the time your Employment is terminated will expire at that time and Options that are vested at the time your Employment is terminated will expire on the third anniversary of the date your Employment is terminated.

5.     Leaves of Absence — If you take a leave of absence from active Employment that has been approved by the Company or your Employer or is one to which you are legally entitled regardless of such approval, the following provisions will apply:

A.     Exercisability of Options During Leave — Your right to exercise Options that are vested at the time the leave of absence begins will be unaffected by the leave of absence.

B.     Vesting of Options During Leave —Options will not vest during a leave of absence other than an approved employee medical, FMLA or military leave. The vesting date for all Options that would have otherwise vested during a leave of absence other than an approved employee medical, FMLA or military leave will be deferred by the number of days you are on a leave of absence. For example, if your vesting dates are August 1, 2003 through August 1, 2007, and you are on a 25-day leave of absence, the vesting date for your options will be deferred to August 26, 2003 through August 26, 2007.

C.     Effect of Termination During Leave — If your Employment is terminated during the leave of absence the Options will expire in accordance with the terms stated under “Expiration” above.

6.     Return of Option Proceeds — By accepting this award, you agree that if the Company determines that you engaged in Conduct Detrimental to the Company during your Employment or during the one-year period following the termination of your Employment you shall be required to repay to the Company, in cash and upon demand, the Option Proceeds (as defined below) resulting from any exercise of Options

occurring after the termination of your Employment or during the twelve-month period preceding the termination of your Employment. The term “Option Proceeds” means, with respect to any exercise of Options, an amount equal to the number of Options exercised multiplied by the difference between the market value per share of the Company’s common stock at the time of such exercise and the Exercise Price. You understand and agree that the return of Option Proceeds is in addition to and separate from any other relief available to the Company due to your Conduct Detrimental to the Company.

For purposes of this Agreement, you will be considered to have engaged in “Conduct Detrimental to the Company” if:

(1) you engage in serious misconduct (whether or not such serious misconduct is discovered by the Company prior to the termination of your Employment);

(2) you breach your obligations to the Company with respect to confidential and proprietary information or trade secrets;

(3) you compete with the Company (as described below); or

(4) you solicit the Company’s employees (as described below).

For purposes of this provision, you shall be deemed to “compete” with the Company if you, directly or indirectly:

• Are a principal, owner, officer, director, shareholder or other equity owner (other than a holder of less than 5% of the outstanding shares or other equity interests of a publicly traded company) of a Competitive Business (as defined below);

• Are a partner or joint venturer in any business or other enterprise or undertaking with a Competitive Business; or

• Serve or perform work (including consulting or advisory services) for a Competitive Business that is similar in a material way to the work you performed for the Company during the 12-month period preceding the termination of your Employment.

You understand and agree that this provision does not prohibit you from competing with the Company but only requires return of certain Option Proceeds in the event of such competition.

For purposes of this provision, you shall be deemed to “solicit the Company’s employees” if you, directly or indirectly, solicit, recruit, advise, attempt to influence or otherwise induce or persuade, directly or indirectly (including encouraging another to influence, induce or persuade), any person employed by the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries (except for those actions that are within the scope of your Employment that are taken on behalf of the Company or its Subsidiaries).

The term “Competitive Business” means any business enterprise (whether a corporation, partnership, sole proprietorship or other business entity) that competes in any material way with the Company or any of its Subsidiaries anywhere in the world where the Company does business.

7.     Periods of Unexercisability — The Company may establish periods from time to time during which you may not engage in transactions involving the Company’s stock (“Black-Out Periods”). Notwithstanding any other provisions herein, you may not exercise Options during an applicable Black-Out Period. You may be subject to a Black-Out Period for any reason that the Company determines appropriate, including but not limited to, Black-Out Periods generally applicable to employees or groups of employees or Black-Out Periods applicable to you during an investigation of allegations of misconduct or Conduct Detrimental to the Company by you.

8.     Transferability — The Options are not transferable except as described in this Paragraph, and the provisions of this Paragraph shall apply notwithstanding any other provision herein to the contrary.

          (a) The Options are transferable by will or the laws of descent and distribution.

          (b) The Options may be transferred to (1) one or more “Family Members” (as defined below), (2) a trust in which you or Family Members own more than 50% of the beneficial interests, (3) a foundation in which you or Family Members control the management of assets or (4) any other entity in which you or Family Members own more than 50% of the voting interests; provided, however, that in any case, (A) the transfer is by way of gift or is otherwise a donative transfer or, in the case of a transfer to an entity, the transfer is made in exchange for an interest in the entity and (B) the transferee expressly acknowledges that the terms and provisions of this Agreement will continue to apply to the Option in the hands of the transferee. For purpose of this provision, the term “Family Member” shall mean your spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships) or any person sharing your household (other than a tenant or employee). Notwithstanding the provisions of this subparagraph (b), any transfer described herein must be made in compliance with such procedural rules and regulations (including those pertaining to the timing of transfers) as are established from time to time by the Committee.

          (c) The Options may be transferred under a domestic relations order in settlement of marital property rights.

9.     Rights as a Stockholder — You will have no rights as a stockholder with respect to shares that may be purchased upon exercise of Options until you have exercised the Options and those shares are registered in your name on the books of the Company’s transfer agent. You may at any time obtain a copy of the prospectus related to your purchase of Dell common stock pursuant to this option award agreement by accessing the prospectus at http://inside.us.dell.com/legal/corporate.htm. Additionally, you may request a copy of the prospectus free of charge from the Company by contacting Stock Option Administration in writing at Stock Option Administration, One Dell Way, Mail Stop 8038, Round Rock, Texas 78682, (512) 728-8644 or e-mail Stock_Option_Administrator@dell.com.

10.     Incorporation of Plan — This award is granted under the Company’s 2002 Long-Term Incentive Plan (the “Plan”) and is governed by the terms of the Plan in addition to the terms and conditions stated herein. All terms used herein with their initial letters capitalized shall have the meanings given them in the Plan unless otherwise defined herein. A copy of the Plan is available from your Employer upon request.

11.     Notice —You agree that notices may be given to you in writing either at your home address as shown in the records of the Company or your Employer, or by electronic transmission (including e-mail or reference to a website or other URL) sent to you through the Company’s normal process for communicating electronically with its employees.

12.     Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation — By accepting this Agreement and the grant of the Options evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Options is a one-time benefit that does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options; (c) all determinations with respect to future grants, if any, including the grant date, the number of Options granted, the Exercise Price and the exercise date or dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Options is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the

vesting of Options ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the underlying shares is unknown and cannot be predicted with certainty; (i) the grant of options to purchase an equity interest in the Company and each exercise of options by you gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company and your promises in the Return of Option Proceeds provision above are designed to protect the Company and its shareholders from Conduct Detrimental to the Company; and (j) if the underlying shares do not increase in value, the Options will have no value. In addition, you understand, acknowledge and agree that you will have no rights to compensation or damages related to Option Proceeds in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

13.     Data Privacy Consent — As a condition of the grant of the Shares, you consent to the collection, use and transfer of personal data as described in this paragraph. You understand that the Company and its Subsidiaries hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number, salary, nationality, job title, ownership interests or directorships held in the Company or its Subsidiaries, and details of all stock options or other equity awards or other entitlements to shares of common stock awarded, cancelled, exercised, vested or unvested (“Data”). You further understand that the Company and its Subsidiaries will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of your participation in the Plan, and that the Company and any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may be located in the European Economic Area or elsewhere, such as the United States. You authorize them to receive, possess, use, retain and transfer such Data as may be required for the administration of the Plan or the subsequent holding of shares of common stock on your behalf, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer to a broker or other third party with whom you may elect to deposit any shares of common stock acquired under the Plan. You understand that you may, at any time, view such Data or require any necessary amendments to it.

14.     Governing Law and Venue — This Agreement and the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, other than with respect to choice of laws, rules and principles. The venue for any and all disputes arising out of or in connection with this Agreement shall be exclusively in Williamson County, Texas, United States of America, and the courts sitting in Williamson County, Texas, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including the defense of inconvenient forum).

15.     Effect of Invalid Provisions — If any of the promises, terms or conditions set forth herein are determined by a court of competent jurisdiction to be unenforceable, any Options that have not vested as described above will expire at that time and you agree to return to the Company all Option Proceeds that you have obtained pursuant to this agreement.

16.     Acceptance of Terms and Conditions —This award will not be effective and you may not take action with respect to the Options until you have acknowledged and agreed to the terms and conditions set forth herein in the manner proscribed by the Company.

Awarded subject to the terms and conditions stated above:
DELL INC.

By:
	Dominick DiCosimo, VP, Global HR Operations

EX-99.2

EXHIBIT 99.2

DELL INC.
Performance Based Stock Unit Agreement

Recipient:	Date of Grant:
Identification No.:	Number of Units:
Employee No.:	Target:

Dell Inc., a Delaware corporation (the “Company”), is pleased to grant you units representing the right to receive shares of the Company’s common stock (the “Shares”), subject to the terms and conditions described below. The target number of units that may be awarded to you (the “Target”) is stated above. The number of units awarded to you (the “Units”) will be determined at the end of the Company’s current fiscal year. Each Unit represents the right to receive one Share. As a material inducement to the Company to grant you this award, you agree to the following terms and conditions. You agree that you are not otherwise entitled to this award, that the Company is providing you this award in consideration for your promises and agreements below, and that the Company would not grant you this award absent those promises and agreements.

1. Performance Based Units — The Target represents the number of Units you have the opportunity to receive based on the Company’s performance. The Units will be awarded to you as soon as administratively feasible following the end of the Company’s current fiscal year and will range from 0% to 120% of the Target, to be determined by the Company in its sole discretion.

2. Vesting — When the Units vest, as described below, the Company will issue you one Share for each vested Unit, and thereafter, you will be a stockholder with respect to such Share. The Units will vest, and you will receive Shares, in accordance with the following schedule:

Number of Units	Date
20%
20%
20%
20%
20%

Notwithstanding the foregoing schedule, the Company, with the approval of the Chief Executive Officer and upon written notice to you, may defer the vesting with respect to all or any portion of the Units to any date that is not more than ten years after the Date of Grant stated above.

In the event ownership or issuance of shares is not feasible due to applicable foreign exchange controls, securities regulations, tax laws, or other provisions of applicable law, as determined by the Company in its sole discretion, you shall receive cash proceeds in an amount equal to the value of the Shares otherwise distributable to you net of amounts withheld in satisfaction of the requirements of Paragraph 5 below.

3. Expiration — If your Employment (as defined below) terminates for any reason other than your death or “Permanent Disability” (as defined in the Plan described below), any Units that have not vested as described above will expire at that time.

If your Employment is terminated by reason of your death or Permanent Disability, all Units will vest immediately and automatically upon such termination of Employment.

As used herein, the term “Employment” means your regular full-time or part-time employment with the Company or any of its Subsidiaries, and the term “Employer” means the Company (if you are employed by the Company) or the Subsidiary of the Company that employs you.

4. Rights as a Stockholder — You will have no rights as a stockholder with respect to Shares that may be received by you pursuant to this Agreement until those Shares are issued and registered in your name on the books of the Company’s transfer agent. You will have no rights to receive dividend equivalent payments with respect to Shares that may be received by you pursuant to this Agreement. Units granted to you will be satisfied wholly through the issuance and delivery of Shares.

5. Agreement With Respect to Taxes — You must pay any taxes that are required to be withheld by the Company or your Employer. You may pay such amounts in cash or make other arrangements satisfactory to the Company or your Employer for the payment of such amounts. You agree the Company or your Employer, at its sole discretion and to the fullest extent permitted by law, shall have the right to demand that you pay such amounts in cash, deduct such amounts from any payments of any kind otherwise due to you, or withhold from Shares to which you would otherwise be entitled the number of Shares having an aggregate market value at that time equal to the amount you owe. In the event the Company, in its sole discretion, determines that your tax obligations will not be satisfied under the methods described in this paragraph, you authorize the Company or the Company’s Stock Plan Administrator, currently UBS Financial Services Inc., to sell a number of Shares that are issued under the Units, which the Company determines as having at least the market value sufficient to meet the tax withholding obligations plus additional Shares to account for rounding and market fluctuations and pay such tax withholding to the Company. The shares may be sold as part of a block trade with other participants and all participants receive an average price.

6. Leaves of Absence — If you take a leave of absence from active Employment that has been approved by the Company or your Employer or is one to which you are legally entitled regardless of such approval, the following provisions will apply:

A. Vesting During Leave — Notwithstanding the vesting schedule set forth above, no Units will vest during a leave of absence other than an approved employee medical, FMLA or military leave. The vesting that would have otherwise occurred during a leave of absence other than an approved employee medical, FMLA or military leave will be deferred by the number of days you are on a leave of absence. For example, if your Units are scheduled to vest on August 1, 2007 through August 1, 2011, and you are on a 25-day leave of absence, the dates on which the vesting occurs will be deferred to August 26, 2007 through August 26, 2011.

B. Effect of Termination During Leave — If your Employment is terminated during the leave of absence, the Units will expire or vest in accordance with the terms stated in Paragraph 3 (Expiration) above.

7. Return of Share Value — By accepting this award, you agree that if the Company determines that you engaged in “Conduct Detrimental to the Company” (as defined below) during your Employment or during the one-year period following the termination of your Employment, you

shall be required, upon demand, to return to the Company, in the form of a cash payment, certain share value (“Returnable Share Value”). For purposes of this provision, “Returnable Share Value” means a cash amount equal to the gross value of the Shares that were issued to you pursuant to this Agreement during the two-year period preceding the termination of your Employment, determined as of the date such Shares were issued to you and using the Fair Market Value (as defined in the Plan) of Dell stock on that date. You understand and agree that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company due to your Conduct Detrimental to the Company.

For purposes of this Agreement, you will be considered to have engaged in “Conduct Detrimental to the Company” if:

(1) you engage in serious misconduct (whether or not such serious misconduct is discovered by the Company prior to the termination of your Employment);

(2) you breach your obligations to the Company with respect to confidential and proprietary information or trade secrets;

(3) you compete with the Company (as described below); or

(4) you solicit the Company’s employees (as described below).

For purposes of this provision, you shall be deemed to “compete” with the Company if you, directly or indirectly:

• Are a principal, owner, officer, director, shareholder or other equity owner (other than a holder of less than 5% of the outstanding shares or other equity interests of a publicly traded company) of a Competitive Business (as defined below);

• Are a partner or joint venture in any business or other enterprise or undertaking with a Competitive Business; or

• Serve or perform work (including consulting or advisory services) for a Competitive Business that is similar in a material way to the work you performed for the Company in the twelve months preceding the termination of your Employment.

You understand and agree that this provision does not prohibit you from competing with the Company but only requires repayment of Returnable Share Value in the event of such competition.

For purposes of this provision, you shall be deemed to “solicit the Company’s employees” if you, directly or indirectly, solicit, recruit, advise, attempt to influence or otherwise induce or persuade, directly or indirectly (including encouraging another person to influence, induce or persuade), any person employed by the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries (except for those actions that are within the scope of your Employment that are taken on behalf of the Company or its Subsidiaries).

The term “Competitive Business” means any business enterprise (whether a corporation, partnership, sole proprietorship or other business entity) that competes in any material way with the Company or any of its Subsidiaries anywhere in the world where the Company does business.

8. Transferability — The Units are not transferable except as described in this Paragraph, and the provisions of this Paragraph shall apply notwithstanding any other provision herein to the contrary.

     (a) The Units are transferable by will or the laws of descent and distribution.

     (b) The Units may be transferred to (1) one or more “Family Members” (as defined below), (2) a trust in which you or Family Members own more than 50% of the beneficial interests, (3) a foundation in which you or Family Members control the management of assets or (4) any other entity in which you or Family Members own more than 50% of the voting interests; provided, however, that in any case, (A) the transfer is by way of gift or is otherwise a donative transfer or, in the case of a transfer to an entity, the transfer is made in exchange for an interest in the entity and (B) the transferee expressly acknowledges that the terms and provisions of this Agreement will continue to apply to the Units in the hands of the transferee. For purpose of this provision, the term “Family Member” shall mean your spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships) or any person sharing your household (other than a tenant or employee). Notwithstanding the provisions of this subparagraph (b), any transfer described herein must be made in compliance with such procedural rules and regulations (including those pertaining to the timing of transfers) as are established from time to time by the Committee.

     (c) The Units may be transferred under a domestic relations order in settlement of marital property rights.

9. Black-Out Periods—The Company may establish periods from time to time during which you may not engage in transactions involving the Company’s stock (“Black-Out Periods”). Notwithstanding any other provisions herein, Units will not vest, and Shares will not be issued, during an applicable Black-Out Period and the applicable period during which Units vest shall be extended until the end of such Black-Out Period. You may be subject to a Black-Out Period for any reason that the Company determines appropriate, including but not limited to Black-Out Periods generally applicable to employees or groups of employees or Black-Out Periods applicable to you during an investigation of allegations of misconduct or Conduct Detrimental to the Company by you.

10. Incorporation of Plan — This award is granted under the Company’s 2002 Long-Term Incentive Plan (the “Plan”) and is governed by the terms of the Plan in addition to the terms and conditions stated herein. All terms used herein with their initial letters capitalized shall have the meanings given them in the Plan unless otherwise defined herein. A copy of the Plan is available upon request from the Company’s Stock Option Administration Department. Shares of common stock that are issued pursuant to this Agreement shall be made available from authorized but unissued shares.

11. Prospectus — You may at any time obtain a copy of the prospectus related to the Dell common stock underlying the Units by accessing the prospectus at http://inside.us.dell.com/legal/corporate.htm. Additionally, you may request a copy of the prospectus free of charge from the Company by contacting Stock Option Administration in writing at Stock Option Administration, One Dell Way, Mail Stop 8038, Round Rock, Texas 78682, (512) 728-8644 or e-mail Stock_Option_Administrator @dell.com.

12. Notice — You agree that notices may be given to you in writing either at your home address as shown in the records of the Company or your Employer, or by electronic transmission (including e-mail or reference to a website or other URL) sent to you through the Company’s normal process for communicating electronically with its employees.

13. No Right to Continued Employment — The granting of Units does not confer upon you any right to expectation of employment by, or to continue in the employment of, your Employer.

14. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation — By accepting this Agreement and the grant of the Units evidenced hereby, you expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Units is a one-time benefit that does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units; (c) all determinations with respect to future grants, if any, including the grant date, the number of Units granted and the vesting dates, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of the Units is an extraordinary item of compensation that is outside the scope of your employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Units are not part of normal or expected compensation for any purpose, and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you waive any claim on such basis; (g) the grant of an equity interest in the Company gives rise to the Company’s need (on behalf of itself and its stockholders) to protect itself from Conduct Detrimental to the Company, and your promises described in Paragraph 7 (Return of Share Value) above are designed to protect the Company and its stockholders from Conduct Detrimental to the Company; (h) vesting of Units ceases upon termination of Employment for any reason except as may otherwise be explicitly provided in the Plan document or in this Agreement; (i) the future value of the Units is unknown and cannot be predicted with certainty; and (j) you understand, acknowledge and agree that you will have no rights to compensation or damages related to Units or Shares in consequence of the termination of your Employment for any reason whatsoever and whether or not in breach of contract.

15. Data Privacy Consent — As a condition of the grant of the Units, you consent to the collection, use and transfer of personal data as described in this paragraph. You understand that the Company and its Subsidiaries hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number, salary, nationality, job title, any ownership interests or directorships held in the Company or its Subsidiaries and details of all Units, Shares, stock options or other equity awards awarded or cancelled (“Data”). You further understand that the Company and its Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of your participation in the Plan, and that the Company and any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may be located in the European Economic Area or elsewhere, such as the United States. You authorize them to receive, possess, use, retain and transfer such Data as may be required for the administration of the Plan or the subsequent holding of shares of common stock on your behalf, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer to a broker or other third party with whom you may elect to deposit any shares of common stock acquired under the Plan. You understand that you may, at any time, view such Data or require any necessary amendments to it.

17. Governing Law and Venue — This Agreement and the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, United States of America. The venue for any and all disputes arising out of or in connection with this Agreement shall be Williamson County, Texas, United States of America, and the courts sitting exclusively in Williamson County, Texas, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including the defense of inconvenient forum).

18. Effect of Invalid Provisions — If any of the promises, terms or conditions set forth herein are determined by a court of competent jurisdiction to be unenforceable, any Units that have not vested as described above will expire at that time and you agree to return to the Company an amount of cash equal to the Fair Market Value (as defined in the Plan) of all Shares theretofore issued to you pursuant to this Agreement, determined as of the date such Shares were issued.

19. Acceptance of Terms and Conditions — This award will not be effective and you may not take action with respect to the Units or the Shares until you have acknowledged and agreed to the terms and conditions set forth herein in the manner prescribed by the Company.

Awarded subject to the terms and conditions stated above:

DELL INC.
By:
	Dominick DiCosimo, VP, Global HR Operations