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EXHIBIT 10
FOURTH AMENDMENT
TO
DELL COMPUTER CORPORATION INCENTIVE PLAN
Dell Computer Corporation, a Delaware corporation (the "Company"), hereby
adopts an amendment to the Dell Computer Corporation Incentive Plan, dated June
22, 1994, as amended (the "Incentive Plan"), as specified below.
RECITALS
A. The Incentive Plan was submitted to, and approved by, the stockholders
of the Company at the Company's annual meeting of stockholders held on June 22,
1994. Following such approval, the Incentive Plan was adopted by the Company
effective June 22, 1994. The Incentive Plan was subsequently amended effective
July 21, 1995, November 30, 1995 and July 18, 1997.
B. The Board of Directors of the Company (the "Board") has duly adopted
resolutions approving the amendment to the Incentive Plan described herein and
directing that the Incentive Plan be amended as described herein.
Now, therefore, the Company hereby adopts the following amendment to the
Incentive Plan.
1. Section 2.7 of the Incentive Plan is hereby deleted and replaced in its
entirety with the following:
2.7 Limitation on Certain Stock Awards.
(a) No more than twenty percent of the aggregate shares of Stock
which may be issued under the Plan may be issued pursuant to Stock
Awards; provided, however, that the limitation expressed in this Section
2.7 shall not apply with respect to shares of Stock issued in connection
with the exercise or settlement of an Option, Stock Appreciation Right,
or Performance Unit, whether or not such shares of Stock are subject to
a substantial risk of forfeiture when issued.
(b) Except for the Unrestricted Pool (as defined below), all
Restricted Awards (as defined below) shall either be subject to a
vesting period of three years or more or be subject to vesting that is
contingent upon specified performance standards. A Restricted Award that
is within the Unrestricted Pool may be subject to whatever vesting
restriction the Committee specifies, if any. For purposes of this
subsection (b), the term "Unrestricted Pool" shall mean, for each fiscal
year of the Corporation, a number of Restricted Awards that is equal to
5% of the total number of Awards made hereunder during such fiscal year;
and the term "Restricted Award" shall mean either of the following: (1)
a Stock Award or (2) an Option with an associated Exercise Price that is
less than 100% of the Fair Market Value per share of the Stock on the
Date of Grant of the Option (provided, however, that an Option not shall
be included in this clause (2) if the recipient pays, or otherwise
foregoes value to, the Corporation in an amount at least equal to the
difference between the Fair Market Value per share of Stock on the Date
of Grant and the Exercise Price). The provisions of this subsection (b)
shall apply in addition to any other limitations or restrictions on the
award of Restricted Awards provided for herein, including the aggregate
limit on the number of Stock Awards that may be issued hereunder (as
described in subsection (a) of this Section 2.7) and the limit on the
permissible discount available for Options (as described in Section
6.4).
2. No Effect on Other Provisions. Except as described in Paragraph 1 above,
the terms, conditions and provisions of the Incentive Plan shall remain in full
force and effect and shall be unaffected by this amendment.
3. Effective Date of Amendment. This amendment, and the changes to the
provisions of the Incentive Plan effected hereby, shall be effective as of
September 12, 1997.
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In witness whereof, the Company, acting by and through its duly authorized
officer, has executed this instrument to be effective as of the date specified
in Section 3 above.
DELL COMPUTER CORPORATION
By: /s/ MICHAEL S. DELL
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Michael S. Dell
Chairman and Chief Executive Officer
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