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EXHIBIT 10.2
AMENDMENT NO. 1 TO THE
DELL COMPUTER CORPORATION
DEFERRED COMPENSATION PLAN
Pursuant to the authority of the Board of Directors of Dell Computer
Corporation, and the provisions of Section 15 thereof, the Dell Computer
Corporation Deferred Compensation Plan is hereby amended effective as of May 1,
1994, in the following respects only:
(1) Section 1, subsection 1.21, is hereby amended to read as
follows:
"1.21 "Valuation Date" means each day of the Plan Year."
(2) Section 2 is hereby amended to read as follows:
"Section 2
ELIGIBILITY
Participation in the Plan shall be made available to those
individuals providing services to a Plan Sponsor in key positions of
management and responsibility, and such individuals may elect to
participate hereunder by executing a participation agreement in such
form and at such time as the Plan Administrator shall require,
provided that each participation agreement shall be executed no later
than the last day of December immediately preceding the calendar year
for which an individual elects to make contributions to the Plan in
accordance with the provisions of Section 3 hereof. Notwithstanding
the foregoing, in the first year in which an individual becomes
eligible to participate in the Plan, he may elect to participate in
the Plan by executing a participation agreement, in such form as the
Plan Administrator shall require, within thirty (30) days of the date
on which he is notified by the Plan Administrator of his eligibility
to participate in the Plan. In such event, his election to
participate in the Plan shall become effective as of the first full
payroll period beginning in the calendar month immediately following
the Plan Administrator's receipt of his participation agreement. The
determination as to the eligibility of any individual to participate
in the Plan shall be in the sole and absolute discretion of the Plan
Administrator, whose decision in that regard shall be conclusive and
binding for all purposes hereunder."
(3) Section 3.4 is hereby amended to read as follows:
"3.4 A Member may change the amount or percentage of
contributions under Sections 3.1 and 3.3 once during each calendar
month by written notice to the Plan Administrator, on a form
prescribed by the Plan Administrator, which
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change shall be effective beginning with the Member's first full
payroll period beginning in the calendar month immediately following
the Plan Administrator's receipt of such written notice."
(4) Section 3.5, subsection (b), is hereby amended to read as
follows:
"(b)1. A Member who has suspended his contributions
pursuant to Section 3.5(a) above and who applies to the Plan
Administrator in a timely manner shall be entitled to resume his
contributions in accordance with Section 3.3 on the first day of any
calendar month following the expiration of at least six (6) months
from the date on which the suspension became effective. Any
application shall be made in writing to the Plan Administrator, on a
form prescribed by the Plan Administrator, at least thirty (30) days
prior to the first day of the applicable calendar month."
(5) Section 4.1 is hereby amended to read as follows:
4.1 A Member may at any time, on a form prescribed by the
Plan Administrator, request a withdrawal of all or any portion of his
Nondeductible Voluntary Contribution Bookkeeping Account, excluding
any portion of such Account which represents income, gains or other
credits attributable to such Member's Nondeductible Voluntary
Contributions. Such request for a withdrawal from the Member's
Nondeductible Voluntary Contribution Account shall designate a
specific dollar amount to be withdrawn therefrom; provided, however,
that no withdrawal request shall be made for a withdrawal which is
less than $500.00, unless such withdrawal is of the entire balance of
the Member's Nondeductible Voluntary Contribution Bookkeeping Account,
excluding any portion of such Account which represents income, gains
or other credits attributable to such Member's Nondeductible Voluntary
Contributions. Upon approval of the Plan Administrator, any amount
payable under this Section 4.1 shall be paid as soon as
administratively practicable after the Valuation Date each month
designated by the Plan Administrator for the purpose of valuing
distributions, which immediately follows the Plan Administrator's
receipt of a withdrawal request. No Member shall make more than one
withdrawal under this Section 4.1 in any calendar quarter."
(6) Section 4.2 is hereby amended to read as follows:
"4.2 In the event of severe financial hardship, and only
after a Member has withdrawn all amounts available to him under
Section 4.1 hereof, a Member may make a written request to the Plan
Administrator for a hardship withdrawal from his Employee Deferred
Bookkeeping Account. For purposes of this Section,
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the term "severe financial hardship" shall mean any extraordinary or
unforeseeable need for funds arising from an emergency beyond the
Member's control such as a sudden and unexpected illness or accident
of the Member or any dependent of the Member (as defined in Section
152 of the Code), loss of the Member's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Member. The need to send
a Member's child to college or the desire to purchase a home shall not
be considered a severe financial hardship. A withdrawal on account of
severe financial hardship shall not be permitted to the extent that
such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Member's
assets (to the extent the liquidation of such assets would not itself
cause severe financial hardship), or by cessation of contributions
under this Plan. The amount of a hardship withdrawal may not exceed
the amount required to meet the Member's financial hardship. Any
determination of the existence of financial hardship and the amount to
be withdrawn on account thereof shall be made by the Plan
Administrator. However, notwithstanding the foregoing, an individual
who is a member of the compensation committee of the Board of
Directors shall not vote or decide upon any matter relating to the
determination of the existence of his own financial hardship or the
amount to be withdrawn by him on account thereof. Furthermore,
notwithstanding the foregoing, no hardship withdrawal shall be made
which is less than $500.00, unless the distribution is of the entire
value of the Member's Employee Deferred Bookkeeping Account."
(7) Section 5.3 is hereby amended to read as follows:
"5.3 Each Member, upon becoming a Member of the Plan,
may, on a form prescribed by the Plan Administrator, designate the
manner in which his Bookkeeping Account would have been invested had
it been held in the 401(k) Plan. Such designation may be changed as
of any Valuation Date, with respect to future contributions and
transfers among investment funds, by filing an election with the Plan
Administrator, on a form prescribed by the Plan Administrator, within
the time period prior to such Valuation Date established by the Plan
Administrator. The Member must designate, in such minimum percentages
or amounts as may be prescribed by the Plan Administrator, that
portion of his Bookkeeping Account which the Member would have
invested in the various investment funds under the 401(k) Plan had his
Bookkeeping Account been held in the 401(k) Plan. The designation
will continue until changed by the timely submission of a new form,
which change will be effective as of the next succeeding Valuation
Date. The Plan Administrator shall, prior to each applicable Valuation
Date, forward the designation forms to the Trustee, who shall invest
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each Member's Bookkeeping Account in accordance with such designation.
In the absence of any such designation, the Trustee shall invest and
reinvest a Member's Bookkeeping Account in such property as the
Trustee, in its sole and absolute discretion, shall determine,
pursuant to the provisions of the Trust. In no event may a Member
designate the investment of his Bookkeeping Account in stock or other
securities of a Plan Sponsor."
(8) Section 7.4 is hereby amended to read as follows:
"7.4 Any benefit payable under this Section 7 shall be paid
in accordance with Section 8 of the Plan, after receipt by the Trustee
from the Plan Administrator of notice of the death of the Member."
(9) Section 8.1 is hereby amended to read as follows:
"8.1 Upon the Retirement or death of a Member, the
Bookkeeping Account of such Member shall be determined as of the
Valuation Date each month designated by the Plan Administrator for the
purpose of valuing distributions which coincides with or next follows
the Member's retirement date or date of death. Payment to a Member,
or to the Beneficiary of a deceased Member, shall be made soon as
practicable following such Valuation Date, but in no event later than
sixty (60) days after the last day of the Plan Year in which the
retirement date or the death of the Member occurs."
(10) Section 9.3 is hereby amended to read as follows:
"9.3 That portion of the terminated Member's benefits in
which he is vested shall be:
1.(a) the value of his Employee Deferred
Bookkeeping Account and Nondeductible Voluntary Contribution
Bookkeeping Account as of the Valuation Date each month
designated by the Plan Administrator for the purpose of
valuing distributions which coincides with or immediately
follows the date of his termination of service; and
2.(b) that portion of the value of his Company
Contribution Bookkeeping Account as of the Valuation Date each
month designated by the Plan Administrator for the purpose of
valuing distributions which coincides with or immediately
follows the date of his termination of service, computed
according to the following vesting schedule:
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Full Years of Percentage
Vesting Service Vested
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Fewer than Four Years 0%
Four Years or more 100%"
(11) Section 10.1 is hereby amended to read as follows:
"10.1 The Corporation shall enter into a trust agreement with
the Trustee, which Trust shall form a part of this Plan and is hereby
incorporated herein by reference. The Trust shall constitute an
unfunded arrangement and shall not affect the status of the Plan as an
unfunded plan for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended."
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising Amendment No. 1 to the Dell Computer
Corporation Deferred Compensation Plan, the Company has caused its corporate
seal to be affixed hereto and these presents to be duly executed in its name
and behalf by its proper officers thereunto duly authorized this 29th day of
April, 1994.
DELL COMPUTER CORPORATION
By:/s/ M.S. DELL
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ATTEST:
/s/ ROGER BAILEY
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(Title)
Asst. Secretary
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