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EXHIBIT 10.11
FIFTH 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, July 18, 1997 and September 12,
1997.
B. The Board of Directors of the Company (the "Board") has duly adopted
resolutions directing that the Incentive Plan be amended as described herein and
approving the amendment to the Incentive Plan described herein.
Now, therefore, the Company hereby adopts the following amendment to
the Incentive Plan.
1. AMENDMENT TO OPTION AWARDS FOR NON-EMPLOYEE DIRECTORS.
(a) Paragraph 5.2 of the Incentive Plan is hereby deleted and
replaced in its entirety with the following:
5.2 Automatic Grant of Awards. Awards of Nonstatutory Options shall
be made automatically to Non-employee Directors as follows:
(a) For each Service Year (as defined below), commencing with
the Service Year that begins in 1998, each Non-employee Director who
is a director of the Corporation at the beginning of such Service
Year shall be granted a Nonstatutory Option, effective as of the
first day of such Service Year. The number of shares of Stock
subject to such Option shall be the number (rounded to the next
lowest whole number) obtained by dividing (1) the Annual Award Base
Number (as defined in subparagraph (c) of this Paragraph 5.2)
applicable in such Service Year by (2) the Fair Market Value of the
Stock on the Date of Grant (such number being referred to herein as
the "Annual Award"). As
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used herein, a "Service Year" is the approximately annual period
commencing at an annual meeting of the Corporation's stockholders
and ending at the next annual meeting of the Corporation's
stockholders. Each person who first becomes a Non-employee Director
after the beginning of a Service Year shall be granted a
Nonstatutory Option, effective as of the date of the first meeting
of the Board of Directors that such person attends in his or her
capacity as a Non-employee Director, with the number of shares of
Stock subject to such Option being computed as follows: if 50% or
more of the scheduled Board of Directors meetings for such Service
Year are scheduled to occur after such person first becomes a
Non-employee Director, the number of shares of Stock subject to such
Option shall be equal to 100% of the Annual Award; otherwise, the
number of shares of Stock subject to such Option shall be equal to
50% of the Annual Award.
(b) Each person who first becomes a Non-employee Director during
or after the Service Year that began in 1997 shall be granted a
Nonstatutory Option, effective as of the date of the first meeting
of the Board of Directors that such person attends in his or her
capacity as a Non-employee Director. The number of shares of Stock
subject to such Option shall be the number (rounded to the next
lowest whole number) obtained by dividing (1) the Initial Award Base
Number (as defined in subparagraph (c) of this Paragraph 5.2)
applicable on the Date of Grant by (2) the Fair Market Value of the
Stock on the Date of Grant.
(c) The "Annual Award Base Number" applicable in the Service
Year that begins in 1998 shall be $650,000, and the "Annual Award
Base Number" applicable in any subsequent Service Year shall be
equal to 110% of the Annual Award Base Number applicable in the
immediately preceding Service Year. The "Initial Award Base Number"
applicable on any day shall be equal to 300% of the Annual Award
Base Number applicable on such day.
(d) Notwithstanding any provision of this Plan to the contrary,
the method of computing the number of shares subject to the
automatic Awards under this Paragraph 5.2 shall not be adjusted by
reason of a subdivision of the number of shares of Stock then
outstanding into a greater number of shares (by reclassification,
Stock split, the issuance of a distribution on Stock payable in
Stock or otherwise) or a consolidation of the number of shares of
Stock then outstanding into a lesser number of shares (by
reclassification, reverse Stock split or otherwise); however, for
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automatic Awards that were issued previous to, and are outstanding
at the time of, any such event, the number of shares subject to the
Option and the applicable exercise price shall be adjusted as
provided in Paragraph 11.1.
(b) Paragraph 5.4 of the Incentive Plan is hereby deleted and
replaced in its entirety with the following:
5.4 Terms and Conditions of Automatic Awards. Each Option that is
automatically awarded to a Non-employee Director pursuant to Paragraph
5.2 shall be subject to the following terms (in addition to the terms
specified in Paragraph 5.2):
(a) The exercise price per share shall be the Fair Market Value
of the Stock on the Date of Grant.
(b) The Option shall vest and become exercisable with respect to
20% of the shares subject to the Option on each of the first five
anniversaries of the Date of Grant so long as the Non-employee
Director remains a director of the Corporation through those dates.
(c) The Option shall terminate at the close of business on the
tenth anniversary of the Date of Grant or, if earlier, as follows:
(1) if the Non-employee Director is removed from the Board of
Directors in accordance with the terms of the Corporation's Bylaws
or resigns from the Board of Directors (and such resignation was
demanded or requested by the Board of Directors), the Option shall
terminate immediately upon such removal or resignation; (2) if the
Non-employee Director ceases to be director of the Corporation
because of his or her death or Disability, the Option shall
terminate at the close of business on the date that is one year
after the Non-employee Director ceases to be a director of the
Corporation; and (3) if the Non-employee Director ceases to be a
director of the Corporation for any other reason, at the close of
business on the 90th day after the Non-employee Director ceases to
be a director of the Corporation. Upon termination of the Option,
any portion thereof that has not been exercised (whether or not such
portion has vested and become exercisable) shall be void.
(d) The following provisions of this Plan shall be incorporated
into the applicable Award Agreement: Paragraphs 11.10, 11.11, 11.12,
11.15, 11.16, 11.17, 11.19 and 11.21, the last sentence of Paragraph
11.23, Section 12 and Section 13.
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Otherwise, the Option shall not be subject to the provisions of
Section 10 or 11.
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
November 21, 1997.
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: MICHAEL S. DELL
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Michael S. Dell
Chairman and Chief Executive Officer