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Published: 2008-03-26

1998 Broad-Based Stock Option Plan - Dell Computer Corp.



                              AMENDED AND RESTATED

                            DELL COMPUTER CORPORATION

                       1998 BROAD-BASED STOCK OPTION PLAN

                        EFFECTIVE DATE: OCTOBER 30, 1998


                             I. PURPOSE OF THE PLAN

         The DELL COMPUTER CORPORATION 1998 BROAD-BASED STOCK OPTION PLAN (the
'Plan') is intended to provide a means whereby certain employees of DELL
COMPUTER CORPORATION, a Delaware corporation (the 'Company'), and its
subsidiaries may develop a sense of proprietorship and personal involvement in
the development and financial success of the Company, and to encourage them to
remain with and devote their best efforts to the business of the Company,
thereby advancing the interests of the Company and its stockholders.
Accordingly, the Company may grant to certain employees ('Optionees') the option
('Option') to purchase shares of the common stock of the Company ('Stock'), as
hereinafter set forth. The only options which may be granted under the Plan
shall be options which do not constitute incentive stock options, within the
meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the
'Code').

                               II. ADMINISTRATION

         The Plan shall be administered by the Office of the Chief Executive
Officer of the Company (the 'OOC'). The OOC shall have sole authority to select
the Optionees from among those individuals eligible hereunder and to establish
the number of shares which may be issued under each Option. In selecting the
Optionees from among individuals eligible hereunder and in establishing the
number of shares that may be issued under each Option, the OOC may take into
account the nature of the services rendered by such individuals, their present
and potential contributions to the Company's success and such other factors as
the OOC in its discretion shall deem relevant. The OOC is authorized to
interpret the Plan and may from time to time adopt such rules and regulations,
consistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan. All decisions made by the OOC in selecting the Optionees, in
establishing the number of shares which may be issued under each Option and in
construing the provisions of the Plan shall be final.

                             III. OPTION AGREEMENTS

         (a)   Each Option shall be evidenced by a written agreement executed on
behalf of the Company ('Option Agreement') which shall contain such terms and
conditions as may be approved by the OOC. The terms and conditions of the
respective Option Agreements need not be identical. Any question as to the
interpretation of any provision of an Option Agreement, including the
determination of the existence or nonexistence of a specified condition or
circumstance, shall be determined by the OOC, and its determination shall be
final.

         (b)   The OOC may at any time and from time to time, in its sole
discretion, accelerate the time at which an Option then outstanding may be
exercised. Any such action by the OOC may vary among individual Optionees and
may vary among Options held by any individual Optionee.














         (c)   For all purposes under the Plan, the fair market value of a share
of Stock on a particular date shall be equal to the average of the high and low
sales prices of the Stock (i) reported by the Nasdaq National Market on that
date or (ii) if the Stock is listed on a national stock exchange, reported on
the stock exchange composite tape on that date; or, in either case, if no prices
are reported on that date, on the last preceding date on which such prices of
the Stock are so reported. If the Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of Stock on the most
recent date on which Stock was publicly traded. In the event Stock is not
publicly traded at the time a determination of its value is required to be made
hereunder, the determination of its fair market value shall be made by the OOC
in such manner as it deems appropriate.

         (d)   Each Option and all rights granted thereunder shall not be
transferable other than by will or the laws of descent and distribution.

         (e)   As used in Option Agreements, the following terms shall have the
respective meanings set forth below:

               (i)   'Disability' shall mean, with respect to a person, a
         physical or mental impairment of sufficient severity that, in the
         opinion of the Company, the person is unable to continue performing the
         duties the person performed before such impairment and that impairment
         or condition is cited by the Company as the reason for termination of
         the person's employment with the Company and its Subsidiaries (as
         defined below).

               (ii)  'Normal Retirement' shall mean, with respect to a person,
         the termination of such person's employment with the Company and its
         Subsidiaries by reason of retirement at any time on or after the date
         on which the person reaches age 65 if the person is employed in the
         United States of America or such other age as provided for by the OOC
         as the normal retirement age in the country where the person is
         employed.

                           IV. ELIGIBILITY OF OPTIONEE

         Options may be granted hereunder to any individual who (a) is an
employee of the Company or any Subsidiary of the Company at the time the Option
is granted and (b) holds a position with the Company or such Subsidiary that is
within or below the grade of 'D2' (as specified in the Company's current
employee job and pay classification system) or equivalent. For purposes of the
Plan, the term 'Subsidiary' of the Company shall mean any corporation, limited
partnership or other entity of which a majority of the voting power of the
voting equity securities or a majority of the equity interests is owned,
directly or indirectly, by the Company.

                          V. SHARES SUBJECT TO THE PLAN

         The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed 7,000,000 shares of Stock. Such shares
may consist of authorized but unissued shares of Stock or (where permitted by
applicable law) previously issued shares of Stock reacquired by the Company. Any
of such shares which remain unissued and which are not subject to outstanding
Options at the termination of the Plan shall cease to be subject to the Plan,
but, until termination of the Plan, the Company shall at all times make
available a sufficient number of shares to meet the requirements of the Plan.
Should any Option hereunder expire or terminate prior to its exercise in full,
the shares theretofore subject to such 







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Option may again be subject to an Option granted under the Plan. The aggregate
number of shares which may be issued under the Plan shall be subject to
adjustment in the same manner as provided in Paragraph VIII hereof with respect
to shares of Stock subject to Options then outstanding. Exercise of an Option in
any manner shall result in a decrease in the number of shares of Stock which may
thereafter be available by the number of shares as to which the Option is
exercised.

                                VI. OPTION PRICE

         The purchase price of Stock issued under each Option shall be
determined by the OOC, but such purchase price shall not be less than 100% of
the fair market value of Stock subject to the Option on the date the Option is
granted.

                                VII. TERM OF PLAN

         The Plan shall be effective upon the date of its adoption by the Board
of Directors of the Company (the 'Board'). Except with respect to Options then
outstanding, if not sooner terminated under the provisions of Paragraph IX, the
Plan shall terminate upon and no further Options shall be granted after the
expiration of ten years from the date of its adoption by the Board.

                    VIII. RECAPITALIZATION OR REORGANIZATION

         (a)   The existence of the Plan and the Options granted hereunder shall
not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.

         (b)   The shares with respect to which Options may be granted are 
shares of Stock as presently constituted, but if, and whenever, prior to the
expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Stock or the payment of a stock
dividend on Stock without receipt of consideration by the Company, the number of
shares of Stock with respect to which such Option may thereafter be exercised
(i) in the event of an increase in the number of outstanding shares shall be
proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.

         (c)   If the Company recapitalizes, reclassifies its capital stock, or
otherwise changes its capital structure (a 'recapitalization'), the number and
class of shares of Stock covered by an Option theretofore granted shall be
adjusted so that such Option shall thereafter cover the number and class of
shares of stock and/or securities to which the Optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to the
recapitalization, the Optionee had been the holder of record of the number of
shares of Stock then covered by such Option. If (i) the Company shall not be the
surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity), (ii) the Company sells, leases or
exchanges all or substantially all of its assets to any other person or entity,
(iii) the Company is to be dissolved and liquidated, (iv) any person or entity,
including a 'group' as contemplated by Section 13(d)(3) of the 1934 Act,
acquires or gains ownership 








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or control (including, without limitation, power to vote) of more than 50% of
the outstanding shares of the Company's voting stock (based upon voting power),
or (v) as a result of or in connection with a contested election of directors,
the persons who were directors of the Company before such election shall cease
to constitute a majority of the Board (each such event is referred to herein as
a 'Corporate Change'), no later than (a) ten days after the approval by the
stockholders of the Company of such merger, consolidation, reorganization, sale,
lease or exchange of assets or dissolution or such election of directors or (b)
thirty days after a change of control of the type described in Clause (iv), the
Board, acting in its sole discretion without the consent or approval of any
Optionee, shall act to effect one or more of the following alternatives, which
may vary among individual Optionees and which may vary among Options held by any
individual Optionee: (1) accelerate the time at which Options then outstanding
may be exercised so that such Options may be exercised in full for a limited
period of time on or before a specified date (before or after such Corporate
Change) fixed by the Board, after which specified date all unexercised Options
and all rights of Optionees thereunder shall terminate, (2) require the
mandatory surrender to the Company by selected Optionees of some or all of the
outstanding Options held by such Optionees (irrespective of whether such Options
are then exercisable under the provisions of the Plan) as of a date, before or
after such Corporate Change, specified by the Board, in which event the Board
shall thereupon cancel such Options and the Company shall pay to each Optionee
an amount of cash per share equal to the excess, if any, of the amount
calculated in Subparagraph (d) below (the 'Change of Control Value') of the
shares subject to such Option over the exercise price(s) under such Options for
such shares, (3) make such adjustments to Options then outstanding as the Board
deems appropriate to reflect such Corporate Change (provided, however, that the
Board may determine in its sole discretion that no adjustment is necessary to
Options then outstanding) or (4) provide that the number and class of shares of
Stock covered by an Option theretofore granted shall be adjusted so that such
Option shall thereafter cover the number and class of shares of stock or other
securities or property (including, without limitation, cash) to which the
Optionee would have been entitled pursuant to the terms of the agreement of
merger, consolidation or sale of assets and dissolution if, immediately prior to
such merger, consolidation or sale of assets and dissolution, the Optionee had
been the holder of record of the number of shares of Stock then covered by such
Option.

         (d)   For the purposes of clause (2) in Subparagraph (c) above, the
'Change of Control Value' shall equal the amount determined in clause (i), (ii)
or (iii), whichever is applicable, as follows: (i) the per share price offered
to stockholders of the Company in any such merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii) the price per
share offered to stockholders of the Company in any tender offer or exchange
offer whereby a Corporate Change takes place, or (iii) if such Corporate Change
occurs other than pursuant to a tender or exchange offer, the fair market value
per share of the shares into which such Options being surrendered are
exercisable, as determined by the Board as of the date determined by the Board
to be the date of cancellation and surrender of such Options. In the event that
the consideration offered to stockholders of the Company in any transaction
described in this Subparagraph (d) or Subparagraph (c) above consists of
anything other than cash, the Board shall determine the fair cash equivalent of
the portion of the consideration offered which is other than cash.

         (e)   Any adjustment provided for in Subparagraphs (b) or (c) above 
shall be subject to any required shareholder action.

         (f)   Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into 







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such shares or other securities, and in any case whether or not for fair value,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of shares of Stock subject to Options theretofore granted or the
purchase price per share.

                    IX. AMENDMENT OR TERMINATION OF THE PLAN

         The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time. In addition, the OOC (without the necessity of specific Board
action) shall have the power and authority to make or approve revisions or
modifications to the terms and provisions of the Plan on behalf of the Board and
from time to time, so long as such revisions or modifications are (in the
judgment of the OOC) necessary, appropriate or desirable to effectuate the
purposes of the Plan and do not effect a material change in the structure or
purposes of the Plan. Notwithstanding the above, however, no change in any
Option theretofore granted may be made which would impair the rights of the
Optionee without the consent of such Optionee.

                               X. SECURITIES LAWS

         (a)   The Company shall not be obligated to issue any Stock pursuant to
any Option granted under the Plan at any time when the offering of the shares
covered by such Option have not been registered under the Securities Act of 1933
(the 'Securities Act') and such other state, federal or foreign laws, rules or
regulations as the Company or the Board deems applicable and, in the opinion of
legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules or regulations available for the offering and
sale of such shares.

         (b)   The Company intends to register for issuance under the Securities
Act the shares of common stock issuable upon exercise of Options and to keep
such registration effective throughout the period any Options are exercisable.
In the absence of such effective registration or an available exemption from
registration under the Securities Act, issuance of shares of common stock
issuable upon exercise of Options may be delayed until registration of such
shares is effective or an exemption from registration under the Securities Act
is available. The Company intends to use its best efforts to ensure that no such
delay will occur. In the event exemption from registration under the Securities
Act is available upon an exercise of Options, the Option holder (or the person
otherwise permitted to exercise such Options), if requested by the Company to do
so, shall execute and deliver to the Company in writing an agreement containing
such provisions as the Company may require to assure compliance with applicable
securities laws.

         (c)   At the time of any exercise of an Option, the Company may, as a
condition precedent to the exercise of such Option, require from the holder of
the Option such written representations, if any, concerning the holder's
intentions with regard to the retention or disposition of the shares of stock
being acquired pursuant to such exercise and such written covenants and
agreements, if any, as to the manner of disposal of such shares as, in the
opinion of counsel to the Company, may be necessary to ensure that any
disposition by that holder will not involve a violation of the Securities Act or
any other applicable securities law or regulation.

         (d)   The certificates representing the shares of common stock issued
pursuant to an exercise of Options may bear such legend or legends as the OOC
deems appropriate in order to assure compliance with applicable securities laws
and regulations. The Company may refuse to register the transfer of the shares
of common stock issued pursuant to an exercise of 





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Options on the stock transfer records of the Company if such proposed transfer
would, in the opinion of counsel to the Company, constitute a violation of any
applicable securities law or regulation, and the Company may give related
instructions to its transfer agent, if any, to stock registration of the
transfer of the shares of common stock issued pursuant to an exercise of
Options.

                             XI. NON-U.S. EMPLOYEES

         The OOC shall determine, in its discretion, whether it is desirable or
feasible under local law, custom and practice to grant Options under the Plan to
eligible employees described in Paragraph IV in countries other than the United
States. In order to facilitate the grant of Options under this Paragraph, the
OOC may provide for such modifications and additional terms and conditions
('special terms') in Option awards to employees who are employed outside the
United States (or who are foreign nationals temporarily within the United
States) as the OOC may consider necessary, appropriate or desirable to
accommodate differences in local law, policy or custom or to facilitate
administration of the Plan. The special terms may provide that the grant of an
Option is subject to (a) applicable governmental or regulatory approval or other
compliance with local legal requirements or (b) the execution by the employee of
a written instrument in the form specified by the OOC, and that in the event
such requirements or conditions are not satisfied, the grant shall be void. The
special terms may (but need not) also provide that an Option shall become
exercisable if an employee's employment with the Company and its Subsidiaries
ends as a result of workforce reduction, realignment or similar measure. The OOC
may adopt or approve sub-plans, appendices or supplements to, or amendments,
restatements or alternative versions of, the Plan as it may consider necessary,
appropriate or desirable for purposes of implementing any special terms, without
thereby affecting the terms of the Plan as in effect for any other purpose. The
special terms and any appendices, supplements, amendments, restatements or
alternative versions, however, shall not include any provisions that are
inconsistent with the terms of the Plan as then in effect, unless the Plan could
have been amended to eliminate such inconsistency without further approval by
the Board.

                               XII. GOVERNING LAW

         The Plan, and all Option Agreements issued under the Plan, shall be
governed by, and construed in accordance with, the laws of the State of
Delaware.






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