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): February 13, 2007

Dell Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-17017	74-2487834
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) As previously announced, Kevin B. Rollins resigned his position as President and Chief Executive Officer on January 31, 2007. He remains employed as an advisor to the company through May 4, 2007. He will continue to receive his current annual base salary and benefits until his termination of employment.

(e) In connection with Mr. Rollins’ January 31, 2007 resignation from the position of President and Chief Executive Officer, the company and Mr. Rollins entered into a Separation Agreement and Release and a Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement (together, “Separation Agreements”) on February 13, 2007. The Separation Agreements provide that Mr. Rollins will receive a cash severance payment of $5 million to be paid in five equal installments between May 4, 2007 and April 15, 2008. In the Separation Agreements, Mr. Rollins provided a general release of claims against the company and agreed to certain noncompetition and nonsolicitation obligations for a period of 12 months following his termination of employment. The Separation Agreements were approved by the company’s board of directors.

A copy of the Separation Agreement and Release is attached as Exhibit 99.1, and a copy of the Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement is attached as Exhibit 99.2.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits.

99.1	Separation Agreement and Release between Kevin B. Rollins and Dell Inc.
99.2	Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between Kevin B. Rollins and Dell Inc.

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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: February 20, 2007

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

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Separation Agreement and Release between Kevin B. Rollins and Dell Inc.
99.2	Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between Kevin B. Rollins and Dell Inc.

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EX-99.1

Exhibit 99.1

SEPARATION AGREEMENT AND RELEASE

This Agreement, dated February 13, 2007, sets forth the mutual agreement of Dell Inc., for itself and its subsidiaries and affiliates (collectively, “Dell”), and Kevin Rollins (“Mr. Rollins”) regarding Mr. Rollins’ separation from employment with Dell. Mr. Rollins agrees that, except as expressly set forth in this Agreement or Dell’s stock or benefit plans, Mr. Rollins is not entitled to receive from Dell the payment or distribution of any amounts of pay, benefits, cash, stock, stock options or other type of property.

Whereas, Mr. Rollins has resigned as Dell CEO and as a Member of Dell’s Board of Directors, effective January 31, 2007, and wishes to resign his employment from Dell on May 4, 2007.

1. Consideration from Dell. If Mr. Rollins signs this Agreement and the separate agreement between Mr. Rollins and Dell, entitled Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement (attached hereto), does not revoke this Agreement, and complies fully with this Agreement and the Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, Dell will provide Mr. Rollins with the following valuable consideration, which is expressly agreed to be in addition to anything to which Mr. Rollins is currently entitled:

(a) Severance Payments. Dell will pay Mr. Rollins severance (subject to applicable tax and other withholdings) in the following amounts and on the following dates:

(i)	$1,000,000 to be paid on May 4, 2007;
(ii)	$1,000,000 to be paid on August 3, 2007;
(iii)	$1,000,000 to be paid on November 2, 2007;
(iv)	$1,000,000 to be paid on February 1, 2008; and
(iv)	$1,000,000 to be paid on April 15, 2008.

2. Treatment of Mr. Rollins’ Benefits including Stock and Stock Options. Mr. Rollins understands and agrees that balances or vested balances Mr. Rollins has in any Dell benefit plan will be available to Mr. Rollins consistent with applicable laws, regulations and the administrative provisions of the various plan documents. Any restricted or performance based shares or options to acquire shares of Dell common stock will expire or be exercisable in accordance with the terms and provisions of the applicable agreements, Plans and Plan document(s). Mr. Rollins further understands that he will not receive any grants of stock or options from Dell in the future.

(a) Dell Stock Trading Restrictions. Mr. Rollins agrees that he will not conduct any market transactions in Dell stock (including purchasing or selling shares and moving funds in or out of the Dell Stock Fund in the 401(k) Plan) until Dell Inc. files its fiscal year 2007 Annual Report on Form 10-K. Said restrictions shall not impede, delay or restrict Mr. Rollins’ participation in non-market transactions, such as net share settlement or similar

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arrangements, in connection with the exercise of any options relating to Dell stock.

(b) Retiree Medical Plan. Mr. Rollins will continue to receive group medical and related employee benefits until his employment with Dell has ended. Mr. Rollins is currently eligible to participate in Dell’s Retiree Medical Plan, if he so chooses, subject to the terms and conditions of that Plan and Plan document(s). Following the end of his employment with Dell, Mr. Rollins will also be eligible for continuation of certain medical benefits under COBRA, and will be given the choice of either participating in Dell’s Retiree Medical Plan or obtaining coverage pursuant to COBRA.

3. Complete Release. Mr. Rollins 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 Mr. Rollins may have against any of them. Mr. Rollins expressly waives and opts out of all claims, whether asserted on an individual or class action bias, against any Released Party arising out of any contract, express or implied, 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 past or future defamation by any Released Party), and any federal, state or other governmental statute, regulation or ordinance, including, without limitation, those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights At of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, and the Occupational Safety and Health Act. Mr. Rollins represents that Mr. Rollins has not assigned to any other person any of such claims and that Mr. Rollins has the full right to grant this release. Notwithstanding any other provision herein, Mr. Rollins and Dell agree that Mr. Rollins 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, or any future claims based on Dell’s obligations and agreements set forth in this Agreement.

4. Non-Admission of Liability. Mr. Rollins and Dell 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 Mr. Rollins nor Dell admits any liability or wrongdoing.

5. Company Documents, Information or Property. Mr. Rollins agrees that, on or before his employment with Dell has ended, Mr. Rollins will return 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 Mr. Rollins’ possession or control. Mr. Rollins agrees that he will not take any such documents or property from the control or premises of Dell and that if, at any time after his separation from Dell, Mr. Rollins should come into possession of any such documents or property, Mr. Rollins will return such documents or property to Dell immediately.

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6. Employment and Other Agreements. Mr. Rollins agrees that, except as otherwise provided in this Agreement, the provisions of the employment agreement, stock option agreements and restricted or performance based stock agreements that Mr. Rollins previously entered into with Dell remain in full force and effect.

7. Cooperation. Mr. Rollins agrees that he will give Dell his full cooperation in connection with any claims, lawsuits, or proceedings that relate in any manner to Mr. Rollins’ conduct or duties at Dell or that are based on facts about which Mr. Rollins obtained personal knowledge while employed at Dell. In return, Dell agrees to continue to provide legal counsel on Mr. Rollins behalf and to reimburse Mr. Rollins for his direct and reasonable out of pocket expenses (including reasonable attorney’s fees) incurred with respect to rendering such cooperation. Mr. Rollins further agrees that he will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand, or adversarial or investigatory proceeding of any kind involving Dell or any of the Released Parties that relates in any material way to his employment with Dell or that is based on facts about which Mr. Rollins obtained personal knowledge while employed with Dell. Mr. Rollins compliance with a subpoena or other legally compulsive process will not be a violation of this provision.

8. Confidentiality. Mr. Rollins agrees that, except as may be required by law, court order, regulation, or to enforce this Agreement, Mr. Rollins will keep the terms, amount and fact of this Agreement completely confidential. Notwithstanding the foregoing, Mr. Rollins may disclose pertinent information concerning this Agreement to Mr. Rollins’ attorneys, tax advisors and financial planners, and Mr. Rollins’ spouse and other close family members provided they have previously been informed of and have agreed to be bound by this confidentiality clause. Mr. Rollins understands and agrees that a breach of this confidentiality clause by any of the above named individuals will be deemed a breach of this Agreement by Mr. Rollins.

9. Non-Disparagement. Mr. Rollins agrees that, except as may be required by law or court order, Mr. Rollins will not, directly or indirectly, make any statement, oral or written, or perform any act or omission which is or could be detrimental in any material respect to the reputation or goodwill of Dell or any other person or entity released herein. Further, Dell agrees that except as may be required by law or court order, Dell will not, directly or indirectly, make any statement, oral or written, or perform any act or omission which is or could be detrimental in any material respect to the reputation or goodwill of Mr. Rollins. The parties agree and understand that Dell’s obligations under this paragraph extend only to current members of Dell’s Global Executive Management Committee and employees of Dell’s corporate communications organization. The parties further agree that truthful statements made in connection with legal proceedings will not violate this provision.

10. 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.

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11. 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.

12. Certain Acknowledgments. Mr. Rollins acknowledges that he is signing this Agreement voluntarily with full knowledge of its contents. This Agreement constitutes the entire agreement between Mr. Rollins and Dell and supersedes all prior oral or written negotiations and agreements with Dell concerning the subject matter hereof. This Agreement may not be amended or modified except by a written agreement signed by Mr. Rollins and Michael Dell.

13. Consideration and Revocation Periods. Mr. Rollins may take up to 21 days to consider this Agreement. Mr. Rollins may use as much or as little of this period as he chooses before signing the Agreement. Mr. Rollins is advised to consult with an attorney before signing this Agreement. If Mr. Rollins accepts this Agreement, he must sign it and return it to Dell’s General Counsel, Lawrence P. Tu, 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, Mr. Rollins acknowledges that he was afforded a period of at least 21 days from the date Dell’s proposal was presented to him in which to consider it. Mr. Rollins understands that any changes that the parties agree to make to this Agreement after it has been presented to him, whether such changes are material or non-material, will not extend the amount of time Mr. Rollins has to consider the agreement. In addition, Mr. Rollins has a period of seven days within which to revoke this Agreement after signing it. To revoke this Agreement, Mr. Rollins must notify Dell’s General Counsel, Lawrence P. Tu, of revocation in writing within seven days from the date Mr. Rollins signed this Agreement.

If the foregoing accurately sets forth your agreement with Dell, please signify by signing below and returning this Agreement to Dell’s General Counsel, Lawrence P. Tu, on or before the close of business on March 6, 2007. 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.

/s/ Kevin Rollins Kevin Rollins

“Mr. Rollins”

/s/ Michael S. Dell Dell Inc.

By: Michael S. Dell

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EX-99.2

Exhibit 99.2

Kevin Rollins Page 1 of 3

DELL INC.

Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement

Mr. Rollins 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, Mr. Rollins 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 goodwill. Therefore, Mr. Rollins and Dell (collectively, “the Parties”), have agreed as follows:

1. Mr. Rollins and Dell have entered into a Separation Agreement and Release whereby Mr. Rollins will be employed by Dell for a definite period of time (subject to the terms of that Agreement). During Mr. Rollins employment with Dell, Dell agrees to provide Mr. Rollins with Sensitive Information (as that term is defined below) and to associate Mr. Rollins with Dell’s goodwill.

2. “Sensitive Information” means that subset of Confidential Information (as that term is defined in Mr. Rollins’s Employment Agreement with Dell) that is not generally disclosed to non-management employees of Dell. Sensitive Information 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. Mr. Rollins agrees not to use, publish, misappropriate, or disclose any Sensitive Information, during or after Mr. Rollins’s employment, except as required in the performance of Mr. Rollins’s duties for Dell or as expressly authorized in writing by Michael Dell.

4. Mr. Rollins agrees not to misappropriate or misuse Dell’s goodwill.

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5. To protect Dell’s Sensitive Information and goodwill, and so as to enforce Mr. Rollins’s agreements herein, Mr. Rollins agrees to the following restrictive covenants:

a. While Mr. Rollins is employed by Dell and for the twelve-month period immediately following the end of Mr. Rollins’s employment with Dell (said date contemplated as May 4, 2007, hereinafter referred to as the “end date”), Mr. Rollins will not, in any geographic region for which Mr. Rollins had direct or indirect responsibility on behalf of Dell or in any geographic region for which Mr. Rollins 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.

b. While Mr. Rollins is employed by Dell and for the twelve-month period immediately following the end date, Mr. Rollins will not, directly or indirectly, solicit (or assist another in soliciting) (i) any of Dell’s customers or prospective customers with whom Mr. Rollins had contact on behalf of Dell during the last twelve months of Mr. Rollins’s employment with Dell; or (ii) any of Dell’s customers or prospective customers about whom Mr. Rollins had any Sensitive Information during the last twelve months of Mr. Rollins’s employment with Dell.

c. While Mr. Rollins is employed by Dell and for the twelve-month period immediately following the end date, Mr. Rollins will not, encourage (or assist another in encouraging) any supplier, business partner, or vendor of Dell with whom Mr. Rollins had any contact on behalf of Dell within the last twelve months of Mr. Rollins’s employment or about whom Mr. Rollins had any Sensitive Information to terminate or diminish its relationship with Dell.

d. While Mr. Rollins is employed by Dell and for the twelve-month period immediately following the end date, Mr. Rollins will not, except as required to perform Mr. Rollins’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 Mr. Rollins 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 Mr. Rollins’s execution of this Agreement or the date Mr. Rollins’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. Mr. Rollins 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. Mr. Rollins represents and agrees that, following the end of Mr. Rollins’s employment with Dell, Mr. Rollins will be willing and able to engage in employment not prohibited by this Agreement. If Mr. Rollins subsequently desires to pursue an opportunity prohibited by the terms of this Agreement, Mr. Rollins 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 Mr. Rollins wishes to pursue.

7. Dell and Mr. Rollins 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 be the case, Dell and Mr. Rollins 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 Mr. Rollins also agree to request that the Court not invalidate or ignore the terms of this Agreement but instead to honor this

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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 Mr. Rollins that the terms of this Agreement be enforced to the full extent permitted by law.

8. Mr. Rollins acknowledges and agrees that a violation of this Agreement would cause irreparable harm to Dell, and Mr. Rollins agrees that Dell will be entitled to an injunction restraining any violation or further violation of such provisions. In this connection, Mr. Rollins covenants that Mr. Rollins 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.

9. This Agreement supplements Mr. Rollins’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 Mr. Rollins 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 Mr. Rollins and Dell.

10. This Agreement is the result of negotiations by sophisticated Parties with the representation of 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 for the time periods addressed in this Agreement.

Date:	February 13, 2007	/s/ Kevin B. Rollins
		Kevin Rollins
		“Mr. Rollins”
Date:	February 13, 2007	/s/ Michael S. Dell
		Dell Inc.
		By: Michael S. Dell