{"id":38292,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-broad-based-stock-option-plan-dell-computer-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-broad-based-stock-option-plan-dell-computer-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-broad-based-stock-option-plan-dell-computer-corp.html","title":{"rendered":"1998 Broad-Based Stock Option Plan &#8211; Dell Computer Corp."},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n\n                            DELL COMPUTER CORPORATION\n\n                       1998 BROAD-BASED STOCK OPTION PLAN\n\n                        EFFECTIVE DATE: OCTOBER 30, 1998\n\n\n                             I. PURPOSE OF THE PLAN\n\n         The DELL COMPUTER CORPORATION 1998 BROAD-BASED STOCK OPTION PLAN (the\n'Plan') is intended to provide a means whereby certain employees of DELL\nCOMPUTER CORPORATION, a Delaware corporation (the 'Company'), and its\nsubsidiaries may develop a sense of proprietorship and personal involvement in\nthe development and financial success of the Company, and to encourage them to\nremain with and devote their best efforts to the business of the Company,\nthereby advancing the interests of the Company and its stockholders.\nAccordingly, the Company may grant to certain employees ('Optionees') the option\n('Option') to purchase shares of the common stock of the Company ('Stock'), as\nhereinafter set forth. The only options which may be granted under the Plan\nshall be options which do not constitute incentive stock options, within the\nmeaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the\n'Code').\n\n                               II. ADMINISTRATION\n\n         The Plan shall be administered by the Office of the Chief Executive\nOfficer of the Company (the 'OOC'). The OOC shall have sole authority to select\nthe Optionees from among those individuals eligible hereunder and to establish\nthe number of shares which may be issued under each Option. In selecting the\nOptionees from among individuals eligible hereunder and in establishing the\nnumber of shares that may be issued under each Option, the OOC may take into\naccount the nature of the services rendered by such individuals, their present\nand potential contributions to the Company's success and such other factors as\nthe OOC in its discretion shall deem relevant. The OOC is authorized to\ninterpret the Plan and may from time to time adopt such rules and regulations,\nconsistent with the provisions of the Plan, as it may deem advisable to carry\nout the Plan. All decisions made by the OOC in selecting the Optionees, in\nestablishing the number of shares which may be issued under each Option and in\nconstruing the provisions of the Plan shall be final.\n\n                             III. OPTION AGREEMENTS\n\n         (a)   Each Option shall be evidenced by a written agreement executed on\nbehalf of the Company ('Option Agreement') which shall contain such terms and\nconditions as may be approved by the OOC. The terms and conditions of the\nrespective Option Agreements need not be identical. Any question as to the\ninterpretation of any provision of an Option Agreement, including the\ndetermination of the existence or nonexistence of a specified condition or\ncircumstance, shall be determined by the OOC, and its determination shall be\nfinal.\n\n         (b)   The OOC may at any time and from time to time, in its sole\ndiscretion, accelerate the time at which an Option then outstanding may be\nexercised. Any such action by the OOC may vary among individual Optionees and\nmay vary among Options held by any individual Optionee.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n         (c)   For all purposes under the Plan, the fair market value of a share\nof Stock on a particular date shall be equal to the average of the high and low\nsales prices of the Stock (i) reported by the Nasdaq National Market on that\ndate or (ii) if the Stock is listed on a national stock exchange, reported on\nthe stock exchange composite tape on that date; or, in either case, if no prices\nare reported on that date, on the last preceding date on which such prices of\nthe Stock are so reported. If the Stock is traded over the counter at the time a\ndetermination of its fair market value is required to be made hereunder, its\nfair market value shall be deemed to be equal to the average between the\nreported high and low or closing bid and asked prices of Stock on the most\nrecent date on which Stock was publicly traded. In the event Stock is not\npublicly traded at the time a determination of its value is required to be made\nhereunder, the determination of its fair market value shall be made by the OOC\nin such manner as it deems appropriate.\n\n         (d)   Each Option and all rights granted thereunder shall not be\ntransferable other than by will or the laws of descent and distribution.\n\n         (e)   As used in Option Agreements, the following terms shall have the\nrespective meanings set forth below:\n\n               (i)   'Disability' shall mean, with respect to a person, a\n         physical or mental impairment of sufficient severity that, in the\n         opinion of the Company, the person is unable to continue performing the\n         duties the person performed before such impairment and that impairment\n         or condition is cited by the Company as the reason for termination of\n         the person's employment with the Company and its Subsidiaries (as\n         defined below).\n\n               (ii)  'Normal Retirement' shall mean, with respect to a person,\n         the termination of such person's employment with the Company and its\n         Subsidiaries by reason of retirement at any time on or after the date\n         on which the person reaches age 65 if the person is employed in the\n         United States of America or such other age as provided for by the OOC\n         as the normal retirement age in the country where the person is\n         employed.\n\n                           IV. ELIGIBILITY OF OPTIONEE\n\n         Options may be granted hereunder to any individual who (a) is an\nemployee of the Company or any Subsidiary of the Company at the time the Option\nis granted and (b) holds a position with the Company or such Subsidiary that is\nwithin or below the grade of 'D2' (as specified in the Company's current\nemployee job and pay classification system) or equivalent. For purposes of the\nPlan, the term 'Subsidiary' of the Company shall mean any corporation, limited\npartnership or other entity of which a majority of the voting power of the\nvoting equity securities or a majority of the equity interests is owned,\ndirectly or indirectly, by the Company.\n\n                          V. SHARES SUBJECT TO THE PLAN\n\n         The aggregate number of shares which may be issued under Options\ngranted under the Plan shall not exceed 7,000,000 shares of Stock. Such shares\nmay consist of authorized but unissued shares of Stock or (where permitted by\napplicable law) previously issued shares of Stock reacquired by the Company. Any\nof such shares which remain unissued and which are not subject to outstanding\nOptions at the termination of the Plan shall cease to be subject to the Plan,\nbut, until termination of the Plan, the Company shall at all times make\navailable a sufficient number of shares to meet the requirements of the Plan.\nShould any Option hereunder expire or terminate prior to its exercise in full,\nthe shares theretofore subject to such \n\n\n\n\n\n\n\n                                       2\n\n\n\n\nOption may again be subject to an Option granted under the Plan. The aggregate\nnumber of shares which may be issued under the Plan shall be subject to\nadjustment in the same manner as provided in Paragraph VIII hereof with respect\nto shares of Stock subject to Options then outstanding. Exercise of an Option in\nany manner shall result in a decrease in the number of shares of Stock which may\nthereafter be available by the number of shares as to which the Option is\nexercised.\n\n                                VI. OPTION PRICE\n\n         The purchase price of Stock issued under each Option shall be\ndetermined by the OOC, but such purchase price shall not be less than 100% of\nthe fair market value of Stock subject to the Option on the date the Option is\ngranted.\n\n                                VII. TERM OF PLAN\n\n         The Plan shall be effective upon the date of its adoption by the Board\nof Directors of the Company (the 'Board'). Except with respect to Options then\noutstanding, if not sooner terminated under the provisions of Paragraph IX, the\nPlan shall terminate upon and no further Options shall be granted after the\nexpiration of ten years from the date of its adoption by the Board.\n\n                    VIII. RECAPITALIZATION OR REORGANIZATION\n\n         (a)   The existence of the Plan and the Options granted hereunder shall\nnot affect in any way the right or power of the Board or the stockholders of the\nCompany to make or authorize any adjustment, recapitalization, reorganization or\nother change in the Company's capital structure or its business, any merger or\nconsolidation of the Company, any issue of debt or equity securities, the\ndissolution or liquidation of the Company or any sale, lease, exchange or other\ndisposition of all or any part of its assets or business or any other corporate\nact or proceeding.\n\n         (b)   The shares with respect to which Options may be granted are \nshares of Stock as presently constituted, but if, and whenever, prior to the\nexpiration of an Option theretofore granted, the Company shall effect a\nsubdivision or consolidation of shares of Stock or the payment of a stock\ndividend on Stock without receipt of consideration by the Company, the number of\nshares of Stock with respect to which such Option may thereafter be exercised\n(i) in the event of an increase in the number of outstanding shares shall be\nproportionately increased, and the purchase price per share shall be\nproportionately reduced, and (ii) in the event of a reduction in the number of\noutstanding shares shall be proportionately reduced, and the purchase price per\nshare shall be proportionately increased.\n\n         (c)   If the Company recapitalizes, reclassifies its capital stock, or\notherwise changes its capital structure (a 'recapitalization'), the number and\nclass of shares of Stock covered by an Option theretofore granted shall be\nadjusted so that such Option shall thereafter cover the number and class of\nshares of stock and\/or securities to which the Optionee would have been entitled\npursuant to the terms of the recapitalization if, immediately prior to the\nrecapitalization, the Optionee had been the holder of record of the number of\nshares of Stock then covered by such Option. If (i) the Company shall not be the\nsurviving entity in any merger, consolidation or other reorganization (or\nsurvives only as a subsidiary of an entity), (ii) the Company sells, leases or\nexchanges all or substantially all of its assets to any other person or entity,\n(iii) the Company is to be dissolved and liquidated, (iv) any person or entity,\nincluding a 'group' as contemplated by Section 13(d)(3) of the 1934 Act,\nacquires or gains ownership \n\n\n\n\n\n\n\n\n                                       3\n\n\n\n\n\nor control (including, without limitation, power to vote) of more than 50% of\nthe outstanding shares of the Company's voting stock (based upon voting power),\nor (v) as a result of or in connection with a contested election of directors,\nthe persons who were directors of the Company before such election shall cease\nto constitute a majority of the Board (each such event is referred to herein as\na 'Corporate Change'), no later than (a) ten days after the approval by the\nstockholders of the Company of such merger, consolidation, reorganization, sale,\nlease or exchange of assets or dissolution or such election of directors or (b)\nthirty days after a change of control of the type described in Clause (iv), the\nBoard, acting in its sole discretion without the consent or approval of any\nOptionee, shall act to effect one or more of the following alternatives, which\nmay vary among individual Optionees and which may vary among Options held by any\nindividual Optionee: (1) accelerate the time at which Options then outstanding\nmay be exercised so that such Options may be exercised in full for a limited\nperiod of time on or before a specified date (before or after such Corporate\nChange) fixed by the Board, after which specified date all unexercised Options\nand all rights of Optionees thereunder shall terminate, (2) require the\nmandatory surrender to the Company by selected Optionees of some or all of the\noutstanding Options held by such Optionees (irrespective of whether such Options\nare then exercisable under the provisions of the Plan) as of a date, before or\nafter such Corporate Change, specified by the Board, in which event the Board\nshall thereupon cancel such Options and the Company shall pay to each Optionee\nan amount of cash per share equal to the excess, if any, of the amount\ncalculated in Subparagraph (d) below (the 'Change of Control Value') of the\nshares subject to such Option over the exercise price(s) under such Options for\nsuch shares, (3) make such adjustments to Options then outstanding as the Board\ndeems appropriate to reflect such Corporate Change (provided, however, that the\nBoard may determine in its sole discretion that no adjustment is necessary to\nOptions then outstanding) or (4) provide that the number and class of shares of\nStock covered by an Option theretofore granted shall be adjusted so that such\nOption shall thereafter cover the number and class of shares of stock or other\nsecurities or property (including, without limitation, cash) to which the\nOptionee would have been entitled pursuant to the terms of the agreement of\nmerger, consolidation or sale of assets and dissolution if, immediately prior to\nsuch merger, consolidation or sale of assets and dissolution, the Optionee had\nbeen the holder of record of the number of shares of Stock then covered by such\nOption.\n\n         (d)   For the purposes of clause (2) in Subparagraph (c) above, the\n'Change of Control Value' shall equal the amount determined in clause (i), (ii)\nor (iii), whichever is applicable, as follows: (i) the per share price offered\nto stockholders of the Company in any such merger, consolidation,\nreorganization, sale of assets or dissolution transaction, (ii) the price per\nshare offered to stockholders of the Company in any tender offer or exchange\noffer whereby a Corporate Change takes place, or (iii) if such Corporate Change\noccurs other than pursuant to a tender or exchange offer, the fair market value\nper share of the shares into which such Options being surrendered are\nexercisable, as determined by the Board as of the date determined by the Board\nto be the date of cancellation and surrender of such Options. In the event that\nthe consideration offered to stockholders of the Company in any transaction\ndescribed in this Subparagraph (d) or Subparagraph (c) above consists of\nanything other than cash, the Board shall determine the fair cash equivalent of\nthe portion of the consideration offered which is other than cash.\n\n         (e)   Any adjustment provided for in Subparagraphs (b) or (c) above \nshall be subject to any required shareholder action.\n\n         (f)   Except as hereinbefore expressly provided, the issuance by the\nCompany of shares of stock of any class or securities convertible into shares of\nstock of any class, for cash, property, labor or services, upon direct sale,\nupon the exercise of rights or warrants to subscribe therefor, or upon\nconversion of shares or obligations of the Company convertible into \n\n\n\n\n\n\n\n                                       4\n\n\n\n\n\nsuch shares or other securities, and in any case whether or not for fair value,\nshall not affect, and no adjustment by reason thereof shall be made with respect\nto, the number of shares of Stock subject to Options theretofore granted or the\npurchase price per share.\n\n                    IX. AMENDMENT OR TERMINATION OF THE PLAN\n\n         The Board in its discretion may terminate the Plan at any time with\nrespect to any shares for which Options have not theretofore been granted. The\nBoard shall have the right to alter or amend the Plan or any part thereof from\ntime to time. In addition, the OOC (without the necessity of specific Board\naction) shall have the power and authority to make or approve revisions or\nmodifications to the terms and provisions of the Plan on behalf of the Board and\nfrom time to time, so long as such revisions or modifications are (in the\njudgment of the OOC) necessary, appropriate or desirable to effectuate the\npurposes of the Plan and do not effect a material change in the structure or\npurposes of the Plan. Notwithstanding the above, however, no change in any\nOption theretofore granted may be made which would impair the rights of the\nOptionee without the consent of such Optionee.\n\n                               X. SECURITIES LAWS\n\n         (a)   The Company shall not be obligated to issue any Stock pursuant to\nany Option granted under the Plan at any time when the offering of the shares\ncovered by such Option have not been registered under the Securities Act of 1933\n(the 'Securities Act') and such other state, federal or foreign laws, rules or\nregulations as the Company or the Board deems applicable and, in the opinion of\nlegal counsel for the Company, there is no exemption from the registration\nrequirements of such laws, rules or regulations available for the offering and\nsale of such shares.\n\n         (b)   The Company intends to register for issuance under the Securities\nAct the shares of common stock issuable upon exercise of Options and to keep\nsuch registration effective throughout the period any Options are exercisable.\nIn the absence of such effective registration or an available exemption from\nregistration under the Securities Act, issuance of shares of common stock\nissuable upon exercise of Options may be delayed until registration of such\nshares is effective or an exemption from registration under the Securities Act\nis available. The Company intends to use its best efforts to ensure that no such\ndelay will occur. In the event exemption from registration under the Securities\nAct is available upon an exercise of Options, the Option holder (or the person\notherwise permitted to exercise such Options), if requested by the Company to do\nso, shall execute and deliver to the Company in writing an agreement containing\nsuch provisions as the Company may require to assure compliance with applicable\nsecurities laws.\n\n         (c)   At the time of any exercise of an Option, the Company may, as a\ncondition precedent to the exercise of such Option, require from the holder of\nthe Option such written representations, if any, concerning the holder's\nintentions with regard to the retention or disposition of the shares of stock\nbeing acquired pursuant to such exercise and such written covenants and\nagreements, if any, as to the manner of disposal of such shares as, in the\nopinion of counsel to the Company, may be necessary to ensure that any\ndisposition by that holder will not involve a violation of the Securities Act or\nany other applicable securities law or regulation.\n\n         (d)   The certificates representing the shares of common stock issued\npursuant to an exercise of Options may bear such legend or legends as the OOC\ndeems appropriate in order to assure compliance with applicable securities laws\nand regulations. The Company may refuse to register the transfer of the shares\nof common stock issued pursuant to an exercise of \n\n\n\n\n\n                                       5\n\n\n\n\n\nOptions on the stock transfer records of the Company if such proposed transfer\nwould, in the opinion of counsel to the Company, constitute a violation of any\napplicable securities law or regulation, and the Company may give related\ninstructions to its transfer agent, if any, to stock registration of the\ntransfer of the shares of common stock issued pursuant to an exercise of\nOptions.\n\n                             XI. NON-U.S. EMPLOYEES\n\n         The OOC shall determine, in its discretion, whether it is desirable or\nfeasible under local law, custom and practice to grant Options under the Plan to\neligible employees described in Paragraph IV in countries other than the United\nStates. In order to facilitate the grant of Options under this Paragraph, the\nOOC may provide for such modifications and additional terms and conditions\n('special terms') in Option awards to employees who are employed outside the\nUnited States (or who are foreign nationals temporarily within the United\nStates) as the OOC may consider necessary, appropriate or desirable to\naccommodate differences in local law, policy or custom or to facilitate\nadministration of the Plan. The special terms may provide that the grant of an\nOption is subject to (a) applicable governmental or regulatory approval or other\ncompliance with local legal requirements or (b) the execution by the employee of\na written instrument in the form specified by the OOC, and that in the event\nsuch requirements or conditions are not satisfied, the grant shall be void. The\nspecial terms may (but need not) also provide that an Option shall become\nexercisable if an employee's employment with the Company and its Subsidiaries\nends as a result of workforce reduction, realignment or similar measure. The OOC\nmay adopt or approve sub-plans, appendices or supplements to, or amendments,\nrestatements or alternative versions of, the Plan as it may consider necessary,\nappropriate or desirable for purposes of implementing any special terms, without\nthereby affecting the terms of the Plan as in effect for any other purpose. The\nspecial terms and any appendices, supplements, amendments, restatements or\nalternative versions, however, shall not include any provisions that are\ninconsistent with the terms of the Plan as then in effect, unless the Plan could\nhave been amended to eliminate such inconsistency without further approval by\nthe Board.\n\n                               XII. GOVERNING LAW\n\n         The Plan, and all Option Agreements issued under the Plan, shall be\ngoverned by, and construed in accordance with, the laws of the State of\nDelaware.\n\n\n\n\n\n\n                                       6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7289],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9545],"class_list":["post-38292","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dell-computer-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38292","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38292"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38292"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38292"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38292"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}