-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dgn9MMUJYO8luBkc+v0mri85BnHPVbCd9JoRF4Zvh8H2hCwxIPRKhJZAv0tbno6K ZxX3E5zU7F00dwgxBRvgpA== 0000950134-07-003778.txt : 20070221 0000950134-07-003778.hdr.sgml : 20070221 20070221172534 ACCESSION NUMBER: 0000950134-07-003778 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20070214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 07639717 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 8-K 1 d43805e8vk.htm FORM 8-K e8vk
 

 
 
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): February 14, 2007
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))
 
 

 


 

Item 8.01 Other Events.
     On February 14, 2007, the company announced the appointment of Michael R. Cannon as President, Global Operations, and on February 16, 2007, the company announced the appointment of Ronald G. Garriques as President, Global Consumer. In connection with these appointments, the company entered into a Letter Agreement regarding severance benefits and a Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement with each executive. If either Mr. Cannon or Mr. Garriques is terminated before January 31, 2012 without good cause, or resigns before that date with good reason, he will receive the following cash severance compensation:
     
If termination date falls between:        Amount of Severance (less taxes and withholdings)
February 1, 2007 and January 31, 2008
 
$12 million
February 1, 2008 and January 31, 2009
 
$10 million
February 1, 2009 and January 31, 2010
 
$8 million
February 1, 2010 and January 31, 2011
 
$6 million
February 1, 2011 and January 31, 2012
 
$4 million
     After January 31, 2012 neither executive is entitled to severance compensation. In addition, each executive agreed to certain noncompetition and nonsolicitation obligations for a period of 12 months following his termination of employment.
     The company also entered into standard employment agreements with Mr. Cannon and Mr. Garriques that are substantially the same as those signed by all Dell employees upon commencement of employment. These standard employment agreements primarily address intellectual property and confidential and proprietary information matters, and do not contain provisions regarding compensation or continued employment.
     The Letter Agreements are attached as Exhibits 99.1 and 99.2, and the form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement is attached as Exhibit 99.3. The press release issued on February 14, 2007, announcing Mr. Cannon’s appointment, is attached as Exhibit 99.4, and the press release issued on February 16, 2007, announcing Mr. Garriques’ appointment, is attached as Exhibit 99.5.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     
99.1
  Letter Agreement regarding Severance Benefits between Michael R. Cannon and Dell Inc.
99.2
  Letter Agreement regarding Severance Benefits between Ronald G. Garriques and Dell Inc.
99.3
  Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement
99.4
  Press Release, dated February 14, 2007, announcing the appointment of Michael R. Cannon as President, Global Operations
99.5
  Press Release, dated February 16, 2007, announcing the appointment of Ronald G. Garriques as President, Global Consumer

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: February 21, 2007  By:   /s/ Thomas H. Welch, Jr.    
    Thomas H. Welch, Jr.   
    Vice President and Assistant Secretary   

3


 

         
EXHIBIT INDEX
     
Exhibit    
No.   Description of Exhibit
99.1
  Letter Agreement regarding Severance Benefits between Michael R. Cannon and Dell Inc.
99.2
  Letter Agreement regarding Severance Benefits between Ronald G. Garriques and Dell Inc.
99.3
  Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement
99.4
  Press Release, dated February 14, 2007, announcing the appointment of Michael R. Cannon as President, Global Operations
99.5
  Press Release, dated February 16, 2007, announcing the appointment of Ronald G. Garriques as President, Global Consumer

4

EX-99.1 2 d43805exv99w1.htm LETTER AGREEMENT REGARDING SEVERANCE BENEFITS - MICHAEL R. CANNON exv99w1
 

Exhibit 99.1
February 12, 2007
Via Overnight Delivery
Michael R. Cannon
8041 Golden Eagle Way
Pleasanton, CA 94588
Dear Mike:
This Letter Agreement (“this Agreement”) between you and Dell Inc. (“Dell”) will memorialize our mutual understanding of what will occur if you should separate from employment with Dell between your hire date and January 31, 2012. This agreement will expire on February 1, 2012 and thereafter your separation from Dell will occur pursuant to the Dell policies and procedures then in effect.
Entitlement to Severance
You will remain an at-will employee during the entire time you are employed by Dell, including during the term of this Agreement, and thereafter. Notwithstanding this, during the term of this Agreement, you will be entitled to severance in the amount listed in the Severance Table (below) for the applicable period in which your employment ends, if and only if: (1) you are involuntarily terminated from Dell without good cause, or (2) you resign from Dell with good reason. These terms will have the meaning ascribed to them below. Notwithstanding anything in this Agreement, you will not be entitled to any severance under the terms of this Agreement, should your employment with Dell end due to your (1) death or disability1, (2) resignation without good reason, or (3) termination for good cause.
Severance Table
     
If your termination date falls between:   Amount of Severance (less taxes and withholdings)
February 1, 2007 and January 31, 2008
  $12 million
February 1, 2008 and January 31, 2009
  $10 million
February 1, 2009 and January 31, 2010
  $8 million
February 1, 2010 and January 31, 2011
  $6 million
February 1, 2011 and January 31, 2012
  $4 million
 
1   Any entitlement to benefits, or acceleration of stock units, stock options or cash award amounts, upon your death or permanent disability, will be determined by the terms and conditions of the Dell policies, plans and agreements applicable to those benefits, stock units, stock options and cash awards.
Dell Confidential

 


 

Michael R. Cannon Offer Letter
February 12, 2007
Page 2
Definitions
You will be considered involuntarily terminated from Dell without good cause if Dell terminates your employment, during the term of this Agreement, for any reason other than: (a) a violation of your obligations regarding Dell’s confidentiality, proprietary information and trade secrets; (b) an act or omission by you resulting in your being charged with a criminal offense involving moral turpitude, dishonesty or breach of trust; (c) conduct by you which constitutes a felony or a plea of guilty or nolo contendere with respect to a felony under applicable law; (d) conduct by you that constitutes gross neglect; (e) your insubordination or refusal to implement directives of your manager; (f) your breach of a fiduciary duty to Dell, its affiliates or their shareholders; (g) your gross negligence in the performance of your job duties, (h) willful or repeated failure to perform your assigned job duties or duties under your agreements with Dell; (i) your chronic absenteeism; (j) Dell’s Senior Management’s determination that you violated Dell’s Code of Conduct or committed other acts of misconduct; or (k) Dell’s Senior Management determination that you have engaged in a violation or potential violation of state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex, or other prohibited discrimination).
You will be considered to have resigned from Dell with good reason if, during the term of this Agreement, you resign your employment with Dell within 15 days of receiving notice that, without your expressed or implied consent, Dell has: (1) substantially and materially reduced your job title or authority, (2) required that you report to anyone other than Dell’s Chief Executive Officer (“CEO”), (3) reduced your target cash compensation (base salary and target bonus) by more than 10%, unless the same reduction applies to other Section 16b Officers of Dell, or (4) materially breached its obligations to you under this Agreement. Notwithstanding any of the above, you will not be deemed to have satisfied the requirements of this paragraph, and thus will not be entitled to any severance under this Agreement, unless and until you provide Dell’s CEO with written notice of your intention to resign for a reason set forth above and give Dell’s CEO 15 days to cure.
Conditions to Receipt of Severance and Payment Terms
Notwithstanding anything above, in order for you to receive any severance under the terms of this Agreement, you will be required to: (1) execute a Settlement Agreement and Release in a form acceptable to Dell, which will include, among other things, a full release of all claims against Dell and it’s affiliates, a promise to not disparage Dell or its goodwill in any way, and a promise to fully cooperate with Dell in any claim or litigation which arise out of your employment with Dell, and (2) execute and fully comply with this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
If severance is owed to you by Dell under the terms of this Agreement, Dell will pay the severance to you under the following payment terms:
- 50% of any severance owed will be paid, less applicable taxes and withholdings, within 15 business days of your separation from employment with Dell, assuming your full compliance with all terms and conditions of this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
- 25% of any severance owed will be paid, less applicable taxes and withholdings, within 3 months of your separation from employment with Dell, assuming your full compliance with all terms and conditions
     
Dell Confidential   2

 


 

Michael R. Cannon Offer Letter
February 12, 2007
Page 3
of this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
- 25% of any severance owed will be paid, less applicable taxes and withholdings, within 6 months of your separation from employment with Dell, assuming your full compliance with all terms and conditions of this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
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.
If this Agreement is acceptable to you, please indicate your acceptance by signing and dating below and returning it to me no later than Friday, February 16, 2007.
Sincerely,
/s/Dominick DiCosimo
Dominick DiCosimo
Vice President, Global HR Operations
Accepted and Agreed to:
     
Date: 13 Feb 2007                
  /s/ Michael R. Cannon                              
 
  Michael R. Cannon
Cc: Michael S. Dell
       Lawrence P. Tu
       Michael McLaughlin
     
Dell Confidential   3

 

EX-99.2 3 d43805exv99w2.htm LETTER AGREEMENT REGARDING SEVERANCE BENEFITS - RONALD G. GARRIQUES exv99w2
 

Exhibit 99.2
February 12, 2007
Via Overnight Delivery
Ronald G. Garriques
999 Lake Road
Lake Forest, IL 60045
Dear Ron:
This Letter Agreement (“this Agreement”) between you and Dell Inc. (“Dell”) will memorialize our mutual understanding of what will occur if you should separate from employment with Dell between your hire date and January 31, 2012. This agreement will expire on February 1, 2012 and thereafter your separation from Dell will occur pursuant to the Dell policies and procedures then in effect.
Entitlement to Severance
You will remain an at-will employee during the entire time you are employed by Dell, including during the term of this Agreement, and thereafter. Notwithstanding this, during the term of this Agreement, you will be entitled to severance in the amount listed in the Severance Table (below) for the applicable period in which your employment ends, if and only if: (1) you are involuntarily terminated from Dell without good cause, or (2) you resign from Dell with good reason. These terms will have the meaning ascribed to them below. Notwithstanding anything in this Agreement, you will not be entitled to any severance under the terms of this Agreement, should your employment with Dell end due to any reason other than those expressly enumerated above.
Severance Table
     
If your termination date falls between:   Amount of Severance (less taxes and withholdings)
February 1, 2007 and January 31, 2008
  $12 million
February 1, 2008 and January 31, 2009
  $10 million
February 1, 2009 and January 31, 2010
  $8 million
February 1, 2010 and January 31, 2011
  $6 million
February 1, 2011 and January 31, 2012
  $4 million
Definitions
You will be considered involuntarily terminated from Dell without good cause if Dell terminates your employment, during the term of this Agreement, for any reason other than: (a) a violation of your obligations regarding Dell’s confidentiality, proprietary information and trade secrets; (b) an act or
Dell Confidential

 


 

Ronald G. Garriques
February 12, 2007
Page 2
omission by you resulting in your being convicted of a criminal offense involving moral turpitude, dishonesty or breach of trust; (c) an act or omission by you resulting in your being charged with a criminal offense involving moral turpitude, dishonesty or breach of trust; combined with a determination by Dell Senior Management that your continuing in your role with Dell would put Dell’s brand at risk, (d) conduct by you which constitutes a felony or a plea of guilty or nolo contendere with respect to a felony under applicable law; (e) your insubordination or refusal to implement directives of your manager; (f) your breach of a fiduciary duty to Dell, its affiliates or their shareholders; (g) your gross negligence in the performance of your job duties, (h) willful or repeated failure to perform your assigned job duties or duties under your agreements with Dell; (i) your chronic absenteeism; (j) Dell’s Senior Management’s determination that you violated Dell’s Code of Conduct or committed other acts of misconduct; or (k) Dell’s Senior Management determination that you have engaged in a violation or potential violation of state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex, or other prohibited discrimination). Notwithstanding the above, you will have 30 days to cure any item in subsections (a) through (k) above which is inadvertent and unintentional. If you do cure to the satisfaction of Dell’s Senior Management, good cause will not exist.
You will be considered to have resigned from Dell with good reason if, during the term of this Agreement, you resign your employment with Dell within 15 days of receiving notice that, without your expressed consent, Dell has required that you report to anyone other than Dell’s Chief Executive Officer (“CEO”). Notwithstanding the above, you will not be deemed to have satisfied the requirements of this paragraph, and thus will not be entitled to any severance under this Agreement, unless and until you provide Dell’s CEO with written notice of your intention to resign for a reason set forth above and give Dell’s CEO 15 days to cure.
Conditions to Receipt of Severance and Payment Terms
Notwithstanding anything above, in order for you to receive any severance under the terms of this Agreement, you will be required to: (1) execute a Settlement Agreement and Release in a form acceptable to Dell, which will include, among other things, a full release of all claims against Dell and it’s affiliates, a promise to not disparage Dell or its goodwill in any way, and a promise to fully cooperate with Dell in any claim or litigation which arise out of your employment with Dell, and (2) execute and fully comply with this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
If severance is owed to you by Dell under the terms of this Agreement, Dell will pay the severance to you under the following payment terms:
- 50% of any severance owed will be paid, less applicable taxes and withholdings, within 15 business days of your separation from employment with Dell, assuming your full compliance with all terms and conditions of this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
- 25% of any severance owed will be paid, less applicable taxes and withholdings, within 3 months of your separation from employment with Dell, assuming your full compliance with all terms and conditions of this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
        
Dell Confidential   2

 


 

Ronald G. Garriques
February 12, 2007
Page 3
- 25% of any severance owed will be paid, less applicable taxes and withholdings, within 6 months of your separation from employment with Dell, assuming your full compliance with all terms and conditions of this Agreement, your Employment Agreement with Dell, and your Protection of Sensitive Information, Noncompeition and Nonsolicitation Agreement with Dell.
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.
If this Agreement is acceptable to you, please indicate your acceptance by signing and dating below and returning it to me no later than Friday, February 16, 2007.
Sincerely,
/s/ Dominick DiCosimo
Dominick DiCosimo
Vice President, Global HR Operations
Accepted and Agreed to:
             
Date:
  2/15/07    /s/ Ronald G. Garriques     
 
 
 
 
 
Ronald G. Garriques
     
     
Cc:
  Michael S. Dell
 
  Lawrence P. Tu
 
  Michael McLaughlin
        
     
Dell Confidential   3

 

EX-99.3 4 d43805exv99w3.htm FORM OF PROTECTION OF SENSITIVE INFORMATION, NONCOMPETITION AND NONSOLICITATION AGREEMENT exv99w3
 

Exhibit 99.3
Page 1 of  3
Dell Confidential
DELL INC.
Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement
[NAME] (“Executive”) is employed by Dell Inc., a Delaware corporation, and/or its affiliates, (“Dell”), in a position of trust and confidence. In the performance of his duties for Dell, Executive will be provided with Dell Sensitive Information (as that term is described below). Dell seeks to protect its confidential and proprietary information, trade secrets and good will. Therefore, Executive and Dell (collectively, “the Parties”), have agreed as follows:
1. Executive and Dell have entered into a Letter Agreement whereby Executive will be entitled to severance under certain circumstances as outlined in that Letter Agreement. During Executive’s employment with Dell, Dell agrees to provide Executive with Sensitive Information and to associate Executive with Dell’s goodwill.
2. “Sensitive Information” means that subset of Confidential Information (as that term is defined in Executive’s Employment Agreement with Dell) that is not generally disclosed to non-management employees of Dell. Sensitive Information may include:
     a. Technical information of Dell, its affiliates, its customers or other third parties that is in use, planned, or under development, such as but not limited to: manufacturing and/or research processes or strategies (including design rules, device characteristics, process flow, manufacturing capabilities and yields); computer product, process and/or devices (including device specification, system architectures, logic designs, circuit implementations); software product (including operating system adaptations or enhancements, language compilers, interpreters, translators, design and evaluation tools and application programs); and any other databases, methods, know-how, formulae, compositions, technological data, technological prototypes, processes, discoveries, machines, inventions and similar items;
     b. Business information of Dell, its affiliates, its customers or other third parties, such as but not limited to: actual and anticipated relationships between Dell and other companies; financial information (including sales levels, pricing, profit levels and other unpublished financial data); global procurement processes, strategies or information; information relating to customer or vendor relationships (including performance requirements, development and delivery schedules, device and/or product pricing and/or quantities, customer lists, customer preferences, financial information, credit information; and similar items;
     c. Personnel information of Dell and its affiliates, such as but not limited to: information relating to employees of Dell (including information related to staffing, performance, skills, qualifications, abilities and compensation); key talent information; scaling calls; organizational human resource planning information; and similar items; and
     d. Information relating to future plans of Dell, its affiliates, its customers or other third parties, such as but not limited to: marketing strategies; new product research; pending projects and proposals; proprietary production processes; research and development strategies; and similar items.
3. Executive agrees not to use, publish, misappropriate, or disclose any Sensitive Information, during or after Executive’s employment, except as required in the performance of Executive’s duties for Dell or as expressly authorized in writing by Michael Dell.
4. Executive agrees not to misappropriate or misuse Dell’s goodwill.
5. To protect Dell’s Sensitive Information and goodwill, and so as to enforce Executive’s agreements herein, Executive agrees to the following restrictive covenants:
     a. While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive’s employment with Dell, Executive will not, in any geographic region for which Executive had direct or indirect responsibility on behalf of Dell or in any geographic region for which Executive had Sensitive Information, perform services for a Direct Competitor as an executive-level employee or as a consultant or advisor to executive-level employees of a Direct Competitor.

1


 

Page 2 of  3
Dell Confidential
     b. While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive’s employment with Dell, Executive will not, directly or indirectly, solicit (or assist another in soliciting) (i) any of Dell’s customers or prospective customers with whom Executive had contact on behalf of Dell during the last twelve months of Executive’s employment with Dell; or (ii) any of Dell’s customers or prospective customers about whom Executive had any Sensitive Information during the last twelve months of Executive’s employment with Dell.
     c. While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive’s employment with Dell, Executive will not, encourage (or assist another in encouraging) any supplier, business partner, or vendor of Dell with whom Executive had any contact on behalf of Dell within the last twelve months of Executive’s employment or about whom Executive had any Sensitive Information to terminate or diminish its relationship with Dell.
     d. While Executive is employed by Dell and for the twelve-month period immediately following the end of Executive’s employment with Dell, Executive will not, except as required to perform Executive’s duties for Dell, (i) directly or indirectly, recruit, solicit or otherwise induce any person who at the time is, or within the preceding twelve months was, an employee of Dell (or any related entity) to end his or her employment with Dell or to accept employment with any other person or entity, or (ii) facilitate; or play any role in (including through any communication at all, whether initiated by Executive or others) the decision, consideration or action of any such employee or former employee of Dell to end his or her employment with Dell or to accept employment with any other person or entity.
“Direct Competitor” means any entity, or other business concern that offers or plans to offer products or services that are materially competitive with any of the products or services being manufactured, offered, marketed, or are actively developed by Dell as of the date of Executive’s execution of this Agreement or the date Executive’s employment with Dell ends, whichever is later. By way of illustration, and not by limitation, at the time of execution of this Agreement, the following companies are currently Direct Competitors: Hewlett-Packard, Lenovo, IBM, Gateway, Apple, Acer, and CDW. Executive understands and agrees that the foregoing list of Direct Competitors represents an example of companies which compete with Dell in a material way, and are thus considered Dell Direct Competitors, and that other entities may be considered or become Dell Direct Competitors.
6. Executive represents and agrees that, following the end of Executive’s employment with Dell, Executive will be willing and able to engage in employment not prohibited by this Agreement. If Executive subsequently desires to pursue an opportunity prohibited by the terms of this Agreement, Executive agrees to make written request to Michael Dell for a modification of the restrictions contained in this Agreement prior to pursuing the opportunity, such request to include the name and address of the entity or business concern involved (if any) and the title, nature, and duties of the activity Executive wishes to pursue.
7. Dell and Executive agree and believe that the terms of this Agreement are reasonable and do not impose a greater restraint than necessary to protect Dell’s Sensitive Information, goodwill and Dell’s other legitimate business interests. If a court of competent jurisdiction holds this not to be the case, Dell and Executive agree that the terms of this Agreement are hereby automatically reformed and rewritten to the extent necessary to make the Agreement valid and enforceable. Dell and Executive also agree to request that the Court not invalidate or ignore the terms of this Agreement but instead to honor this provision by reforming or modifying any overbroad or otherwise invalid terms to the extent needed to render the terms valid and enforceable and then enforcing the Agreement as reformed or modified. It is the express intent of Dell and Executive that the terms of this Agreement be enforced to the full extent permitted by law.
8. Executive acknowledges and agrees that a violation of this Agreement would cause irreparable harm to Dell, and Executive agrees that Dell will be entitled to an injunction restraining any violation or further violation of such provisions. In this connection, Executive covenants that Executive will not assert in any proceeding that any given violation or further violation of the covenants contained in this Agreement: (i) will not result in irreparable harm to Dell; or (ii) could be remedied adequately at law. Dell’s right to injunctive relief shall be cumulative and in addition to any other remedies provided by law or equity.

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Page 3 of  3
Dell Confidential
9. This agreement supplements Executive’s other agreements regarding the protection of Dell’s Confidential Information. No waiver of this Agreement will be effective unless it is in writing and signed by Michael Dell. This Agreement may not be superseded by any other agreement between Executive and Dell unless such agreement specifically and expressly states that it is intended to supersede the Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between Executive and Dell.
10. This agreement is the result of negotiations by sophisticated Parties each with the opportunity to be fully represented by counsel. The Parties represent and agree that in executing this Agreement they do not rely and have not relied upon any representation or statement made by any other party or by any other person or entity released herein with regard to the subject matter, basis or effect of this Agreement or otherwise, which is not specifically set forth herein. The language of all parts of this agreement shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against any of the Parties.
I have carefully read this agreement. I have been advised by counsel to the extent I desire. I understand and accept all the terms of this agreement. I agree that I will continue to be bound by the provisions of this agreement after my employment with Dell has ended.
             
Date:
           
 
 
 
 
 
[NAME]
   
 
      “Executive”    
 
           
Date:
           
 
 
 
 
 
Dell Inc.
   
 
      By:    
 
           

3

EX-99.4 5 d43805exv99w4.htm PRESS RELEASE exv99w4
 

Exhibit 99.4
(DELL NEWS LOGO)
MEDIA CONTACTS:
Bob Pearson, Dwayne Cox
(512) 728-3256, (512) 728-6236
bob_pearson@dell.com
dwayne_cox@dell.com
INVESTOR CONTACTS:
Lynn A. Tyson, Robert Williams
(512) 723-1130, (512) 728-7570
lynn_tyson@dell.com
robert_williams@dell.com
DELL ANNOUNCES NEW GLOBAL OPERATIONS ORGANIZATION WITH RESPONSIBILITY FOR ALL MANUFACTURING, PROCUREMENT AND SUPPLY CHAIN ACTIVITIES WORLDWIDE
Mike Cannon, Former CEO of Solectron, to Lead New Organization Focused on Optimizing Advantages of Direct Model
ROUND ROCK, Texas, February 14, 2007—Dell today announced the appointment of Michael R. Cannon to serve as President, Global Operations, effective February 26, 2007. Mr. Cannon, who was most recently President and Chief Executive Officer of Solectron Corporation, will report to Michael Dell, Chairman and CEO of Dell Inc.
“As we continue to grow worldwide, it is important that we increase our ability, via the Direct Model, to manufacture close to our customer and fully integrate our supply chain into one global organization. This will allow us to drive for even greater excellence in quality, cycle time and delivered cost,” said Mr. Dell. “We will innovate and adapt our supply chain model to help drive differentiated product design, manufacturing and distribution models.”
Mr. Cannon will lead a new global organization that will combine all of Dell’s manufacturing, procurement and supply chain activities. These activities for the Americas, EMEA and Asia Pacific/Japan will report to Mr. Cannon.
Dell has nine manufacturing plants in five countries, including the U.S., and will soon add new plants in Poland, India and Brazil to meet the growing needs of customers in emerging markets.


 

Mr. Cannon, who has more than 25 years of manufacturing and technology experience, was previously president and CEO and a director of Solectron Corporation, a leading global provider of electronics manufacturing services. Prior to joining Solectron, he was President, CEO and director of Maxtor Corporation (now part of Seagate), a leading global provider of hard-disk drives and storage systems. Mr. Cannon also worked at IBM’s Storage Systems Division and began his career at The Boeing Company, where he held engineering and manufacturing positions.
Mr. Cannon studied mechanical engineering at Michigan State University and currently serves on the boards of Adobe Systems, Seagate Technology and the Silicon Valley Leadership Group. He is also a member of the U.S. Business Roundtable serving on the International Trade and Investments Task Force.
About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell sells more systems globally than any computer company, placing it No. 25 on the Fortune 500. For more information, visit www.dell.com. To get Dell news direct, visit www.dell.com/RSS.
# # #
Dell is a trademark of Dell Inc.
Dell disclaims any proprietary interest in the marks and names of others.

EX-99.5 6 d43805exv99w5.htm PRESS RELEASE exv99w5
 

Exhibit 99.5
(DELL NEWS LOGO)
MEDIA CONTACTS:
Bob Pearson, Dwayne Cox
(512) 728-3256, (512) 728-6236
bob_pearson@dell.com
dwayne_cox@dell.com
INVESTOR CONTACTS:
Lynn A. Tyson, Robert Williams
(512) 723-1130, (512) 728-7570
lynn_tyson@dell.com
robert_williams@dell.com
DELL ANNOUNCES NEW GLOBAL CONSUMER ORGANIZATION
Ron Garriques, Former EVP of Motorola and President of Its Mobile Devices Division, to Join Dell as President, Global Consumer Group
ROUND ROCK, Texas, February 16, 2007—Dell today announced the appointment of Ron Garriques to serve as President, Global Consumer, effective February 19, 2007. Mr. Garriques, who was most recently EVP of Motorola, Inc. and President of Mobile Devices Division, will report to Michael Dell, Chairman and CEO of Dell Inc.
     “As the number of people online doubles from one to two billion over the next several years, the majority of new consumers will be located in fast-growing and emerging markets,” said Michael Dell. “We are asking Ron to create a new global consumer organization that will set new standards for innovative product design, leadership in providing the best customer experience, and flexibility in how we build and distribute products and services to meet the evolving needs of our customers around the world.


 

     Mr. Garriques will lead a new organization that will include the portfolio of all consumer products – from desktop and notebooks to software and peripherals, as well as product design and sales.
     “We grew our U.S. consumer business over ten-fold in ten years,” said Mr. Dell. “From this position of strength we’ve established robust share positions in many of the leading consumer businesses in the world including Japan, the U.K. and Canada.
     “Our broad reach provides us with a strong foundation as we globalize our consumer organization,” added Mr. Dell
     Mr. Garriques has served in various leadership roles at Motorola. He was most recently responsible for the Mobile Devices division, a $28 billion global business. Garriques has held several senior-level positions at Motorola, including senior vice president and general manager of the Europe, Middle East and Africa Region for PCS (Personal Communications Services) where he drove sales, customer satisfaction and market share improvements and senior vice president and general manager, worldwide product line management for PCS.
     Prior to Motorola, Mr. Garriques held management positions at AT&T Network Systems, Lucent Technologies and Philips Consumer Communications.
     Mr. Garriques holds an MBA from The Wharton School at the University of Pennsylvania, a master’s degree in mechanical engineering from Stanford University and a bachelor’s degree in mechanical engineering from Boston University.
About Dell
     Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business


 

model, Dell sells more systems globally than any computer company, placing it No. 25 on the Fortune 500. For more information, visit www.dell.com. To get Dell news direct, visit www.dell.com/RSS.
# # #
Dell is a trademark of Dell Inc.
Dell disclaims any proprietary interest in the marks and names of others.

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