{"id":39875,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-incentive-bonus-plan-dell-computer-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-incentive-bonus-plan-dell-computer-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-incentive-bonus-plan-dell-computer-corp.html","title":{"rendered":"Executive Incentive Bonus Plan &#8211; Dell Computer Corp."},"content":{"rendered":"<pre> \n                           DELL COMPUTER CORPORATION\n \n                         EXECUTIVE INCENTIVE BONUS PLAN\n \nDell Computer Corporation, a Delaware corporation (the 'Company') adopts this\nExecutive Incentive Bonus Plan (the 'Plan') for the purpose enhancing the\nCompany's ability to attract and retain highly qualified executives and to\nprovide additional financial incentives to such executives to promote the\nsuccess of the Company and its subsidiaries.\n \nRemuneration payable under the Plan is intended to constitute 'qualified\nperformance-based compensation' for purposes of Section 162(m) of the Internal\nRevenue Code of 1986, as amended, and Section 1.162-27 of the Treasury\nRegulations promulgated thereunder, and the Plan shall be construed consistently\nwith such intention. The 'performance goal' necessary for the payment of\nremuneration under the Plan will be the achievement of positive Consolidated Net\nIncome (as defined below).\n \n1. Definitions. As used herein, the following terms shall have the respective\nmeanings indicated:\n \n          (a) 'Board' shall mean the Board of Directors of the Company.\n \n          (b) 'Code' shall mean the Internal Revenue Code of 1986, as amended,\n     or the corresponding provisions of any subsequent federal internal revenue\n     law.\n \n          (c) 'Committee' shall mean the Compensation Committee of the Board or\n     such other committee appointed by the Board to administer the Plan;\n     provided, however, that in any event the Committee shall be comprised of\n     not less than two directors of the Company, each of whom shall qualify in\n     all respects as an 'outside director' for purposes of Section 162(m) of the\n     Code and Section 1.162-27(e)(3) of the Regulations.\n \n          (d) 'Company' shall mean Dell Computer Corporation, a Delaware\n     corporation.\n \n          (e) 'Consolidated Net Income' shall mean, for any Fiscal Quarter or\n     Fiscal Year, the net income before extraordinary items reported in the\n     Company's quarterly or annual consolidated statement of income included in\n     the applicable Quarterly Report on Form 10-Q (in the case of a Fiscal\n     Quarter) or Annual Report on Form 10-K (in the case of a Fiscal Year), as\n     filed with the Securities Exchange Commission pursuant to the Securities\n     Exchange Act of 1934, as amended.\n \n          (f) 'Eligible Executive' shall mean the Company's Chief Executive\n     Officer and each other executive officer of the Company that the Committee\n     determines, in its discretion, is or may be a 'covered employee' of the\n     Company within the meaning Section 162(m) of the Code and Section\n     1.162-27(c)(2) of the Regulations.\n \n          (g) 'Incentive Bonus' shall mean, for each Eligible Executive, an\n     annual bonus opportunity amount determined by the Committee pursuant to\n     Section 3 below.\n \n          (h) 'Regulations' shall mean the Treasury Regulations promulgated\n     under the Code, as amended from time to time.\n \n2. Administration of the Plan. The Plan shall be administered by the Committee,\nwhich shall have full power and authority to construe, interpret and administer\nthe Plan and shall have the exclusive right to establish, adjust, pay or decline\nto pay the Incentive Bonus for each Eligible Executive. Such power and authority\nshall include the right to exercise discretion to reduce by any amount the\nIncentive Bonus payable to any Eligible Executive; provided, however, that the\nexercise of such discretion with respect to any Eligible Executive shall not\nhave the effect of increasing the Incentive Bonus that is payable to any other\nEligible Executive. All Committee actions under the Plan shall be taken in\naccordance with the applicable provisions of the Company's By-laws and the\nCommittee's Charter.\n \n                                       56\n\n                                                                   EXHIBIT 10.14\n \n3. Eligibility. Eligibility under this Plan is limited to Eligible Executives\ndesignated by the Committee in its sole and absolute discretion.\n \n4. Awards.\n \n(a) Not later than the 90th day of each fiscal year of the Company, the\nCommittee, in its sole and absolute discretion, shall designate one or more\nEligible Executives as participants in the Plan for such fiscal year and shall\nspecify the terms and conditions for the determination and payment of an\nIncentive Bonus to each such Eligible Executive for such fiscal year. After the\nend of such 90-day period, the Committee may designate additional Eligible\nExecutives so long as, within 30 days following each such additional\ndesignation, the Committee specifies the terms and conditions for the\ndetermination and payment of an Incentive Bonus to such additional Eligible\nExecutive.\n \n(b) The Committee may condition the payment of an Incentive Bonus upon the\nsatisfaction of such objective or subjective standards as the Committee shall\ndetermine to be appropriate, in its sole and absolute discretion, and shall\nretain the discretion to reduce the amount of any Incentive Bonus that would\notherwise be payable to an Eligible Executive (including a reduction in such\namount to zero).\n \n(c) The Incentive Bonus payable to an Eligible Executive with respect to any\nfiscal year shall not exceed 0.5% of the Consolidated Net Income for such fiscal\nyear; provided, however, that the maximum Incentive Bonus payable to any\nindividual who becomes an Eligible Executive after the end of the 90-day period\nreferred to in subsection (a) of this Section shall be 0.5% of the Consolidated\nNet Income for the fiscal quarters after the fiscal quarter in which such\nindividual became an Eligible Executive.\n \n5. Committee Certification. As soon as reasonably practicable after the end of\neach fiscal year of the Company, the Committee shall determine whether the\nstated performance goal as been achieved and the amount of the Incentive Bonus\nto be paid to each Eligible Executive for such fiscal year and shall certify\nsuch determinations in writing.\n \n6. Payment of Incentive Bonuses. Subject to any election duty and validly made\nby an Eligible Executive with respect to the deferral or all or a portion of his\nor her Incentive Bonus or the payment of all or a portion of his or her\nIncentive Bonus in some form other than cash, Incentive Bonuses shall be paid in\ncash at such times and on such terms as are determined by the Committee in its\nsole and absolute discretion.\n \n7. No Right to Bonus or Continued Employment. Neither the establishment of the\nPlan, the provision for or payment of any amounts hereunder nor any action of\nthe Company, the Board or the Committee with respect to the Plan shall be held\nor construed to confer upon any person (a) any legal right to receive, or any\ninterest in, an Incentive Bonus or any other benefit under the Plan or (b) any\nlegal right to continue to serve as an officer or employee of the Company or any\nsubsidiary or affiliate of the Company. The Company expressly reserves any and\nall rights to discharge any Eligible Executive without incurring liability to\nany person under the Plan or otherwise. Notwithstanding any other provision\nhereof and notwithstanding the fact that the stated performance goal has been\nachieved or the individual Incentive Bonus amounts have been determined, the\nCompany shall have no obligation to pay any Incentive Bonus hereunder unless the\nCommittee otherwise expressly provides by written contract or other written\ncommitment.\n \n8. Withholding. The Company shall have the right to withhold, or require an\nEligible Executive to remit to the Company, an amount sufficient to satisfy any\napplicable federal, state, local or foreign withholding tax requirements imposed\nwith respect to the payment of any Incentive Bonus.\n \n9. Nontransferability. Except as expressly provided by the Committee, the rights\nand benefits under the Plan are personal to an Eligible Executive and shall not\nbe subject to any voluntary or involuntary alienation, assignment, pledge,\ntransfer or other disposition.\n \n                                       57\n\n                                                                   EXHIBIT 10.14\n \n10. Unfunded Plan. The Company shall have no obligation to reserve or otherwise\nfund in advance any amounts that are or may in the future become payable under\nthe Plan. Any funds that the Company, acting in its sole and absolute\ndiscretion, determines to reserve for future payments under the Plan may be\ncommingled with other funds of the Company and need not in any way be segregated\nfrom other assets or funds held by the Company. An Eligible Executive's rights\nto payment under the Plan shall be limited to those of a general creditor of the\nCompany.\n \n11. Adoption, Amendment, Suspension and Termination of the Plan.\n \n(a) Subject to the approval of the Plan by the holders of a majority of the\nCompany common stock represented and voting on the proposal at the annual\nmeeting of Company stockholders to be held on July 17, 1998 (or any adjournment\nthereof), the Plan shall be effective for the fiscal year of the Company\ncommencing February 2, 1998 and shall continue in effect until the fifth\nanniversary of the date of such stockholder approval, unless earlier terminated\nas provided below. Upon such approval of the Plan by the Company's stockholders,\nall Incentive Bonuses awarded under the Plan on or after February 2, 1998 shall\nbe fully effective as if the stockholders had approved the Plan on or before\nFebruary 2, 1998.\n \n(b) Subject to the limitations set forth in this subsection, the Board may at\nany time suspend or terminate the Plan and may amend it from time to time in\nsuch respects as the Board may deem advisable; provided, however, that the Board\nshall not amend the Plan in any of the following respects without the approval\nof stockholders then sufficient to approve the Plan in the first instance:\n \n          (1) To increase the maximum amount of Incentive Bonus that may be paid\n     under the Plan or otherwise materially increase the benefits accruing to\n     any Eligible Executive under the Plan;\n \n          (2) To materially modify the requirements as to eligibility for\n     participation in the Plan;\n \n          (3) To change the material terms of the stated performance goal.\n \n(c) No Incentive Bonus may be awarded during any suspension or after termination\nof the Plan, and no amendment, suspension or termination of the Plan shall,\nwithout the consent of the person affected thereby, alter or impair any rights\nor obligations under any Incentive Bonus previously awarded under the Plan.\n \n12. Governing Law. The validity, interpretation and effect of the Plan, and the\nrights of all persons hereunder, shall be governed by and determined in\naccordance with the laws of the State of Delaware, other than the choice of law\nrules thereof.\n \n                                   * * * * *\n \nThe foregoing Executive Incentive Bonus Plan was duly approved and adopted by\nthe Board of Directors of Dell Computer Corporation, a Delaware corporation (the\n'Company), by Unanimous Written Consent dated May 28, 1998, and was duly\napproved by the Company's stockholders for approval at the annual meeting of\nstockholders held on July 17, 1998.\n \n                                                  \/s\/ THOMAS B. GREEN\n                                            ------------------------------------\n                                                      Thomas B. Green,\n                                                         Secretary\n \n                                       58\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":[9539,9546],"class_list":["post-39875","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39875","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=39875"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39875"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39875"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39875"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}