Sample Business Contracts

August 10, 2010

David Scott
4209 Technology Drive
Fremont, CA 94538

Dear David:

Congratulations and welcome to the Dell Team! We are pleased to describe below certain terms and conditions of your employment with Dell, which will become effective the day after the closing ("Closing Date") of Dell Products L.P.'s acquisition of 3PAR, Inc. ("3PAR").

Compensation You will be paid bi-weekly in the amount of $15,961.54 (normally annualizing to $415,000.00), and your title will be VP GM, 3PAR. You will report to Steve Schuckenbrock, and your job grade will be E1. Upon agreement, you will be paid via automatic direct deposit into an account with the bank of your choice, per Dell policy. Direct Deposit is required, except where prohibited by state law. For more information on direct deposit, please refer to the detailed information which will be provided at orientation.

Short Term Incentive Plan Your current year 3PAR bonus will be paid in February, at the end of Dell's FY11, based on the 3PAR bonus accrual rate on the Closing Date. Your current year 3PAR bonus will be prorated for the portion of the bonus plan year completed on February 1^st, 2011 and is subject to the terms and conditions of the 3PAR Bonus plan.

You will be eligible to participate in Dell's Incentive Bonus Plan, beginning February 1, 2011, which is the beginning of the Dell FY12 fiscal year. Your bonus target level under Dell's Incentive Bonus Plan for Dell's FY12 will be 100% of your annual salary. Your actual annual incentive bonus may vary, depending upon the company's financial results and attainment of strategic corporate initiatives, as well as your own performance. Dell reserves the right to vary the terms and amount of your bonus, including your bonus target level, depending these factors. The terms of the Dell Incentive Bonus Plan are subject to annual re-evaluation and modification by Dell's Board of Directors.

Long Term Incentive All of your unvested 3PAR equity awards as of the date of close will be converted to Dell awards with the same terms and conditions per the terms of your 3PAR equity award agreements and the Dell-3PAR merger agreement. This includes vesting schedule, remaining option term, type of award, etc., except that, as a special benefit not available to other employees, Dell has agreed to accelerate the vesting of all of your unvested stock options immediately after the Closing Date (but not, for avoidance of doubt, your converted Dell restricted stock units). As noted in the attached Total Compensation Statement, any unvested portion of these awards will vest (1) on December 15, 2011, if you continue to be employed through that date, or (2) if earlier, on a termination of your employment by Dell not for cause or by you for "good reason" as modified by the amendment to your 3PAR Employment Agreement (a "qualifying termination").

Transition Cash Award In addition, you will be eligible for a Transition Cash Award of $2,490,000.00. This award will be paid in cash by December 31, 2011 assuming you remain employed with Dell through December 15, 2011 subject to your execution of a general release of claims prior to the payment date. This award will supersede your entitlement to cash severance pay under your 3PAR Employment Agreement, as applicable. As noted in the attached Total Compensation Statement, if your employment terminates in a qualifying termination before December 15, 2011, the cash award will be paid to you at the time of your termination.

Benefits Dell offers a variety of benefits to assist you and your family, including time away from work, health care plans, and capital accumulation programs. You will receive a summary description of your benefits and options, as well as additional benefits information at orientation. For avoidance of doubt, on any termination (whether by you or by Dell, but other than by Dell for cause) after December 15, 2011, or on a qualifying termination prior to December 15, 2011, you would be entitled to continued medical benefits as provided in your 3PAR Employment Agreement.

Additional Important Information Your employment and the continuation of your employment with Dell are contingent on the following:

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successful completion of all aspects of the candidate application process, which includes passing a pre-employment background check;

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the return, no later than August 13, 2010, of signed copies of this letter, the Dell Employment Agreement, and the Assumption and Acknowledgement Agreement;

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the return, by the Closing Date, of and all other documents provided at the Dell Orientation Session;

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successful completion of the export licensing review process, including the return of a signed Export Licensing Information Form and, if necessary, Dell's receipt of a valid export license from the Department of Commerce; and

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closure of the acquisition of 3PAR by Dell.

"At Will" Employment For your benefit and Dell's, your employment with Dell will be "at will," meaning that it can be terminated by you or by Dell at any time, with or without cause or advance notice. By accepting employment and the continuation of your employment with Dell, you agree that no contrary representation has been made to you. This "at will" employment relationship will remain in effect for the duration of your employment and can only be modified by an express written contract for a specified term, signed by you and the Chairman, CEO or President of Dell. It may not be modified or altered by any oral or implied agreement. This letter, your Dell Employment Agreement, and your 3PAR Employment Agreement (as amended), constitute our entire agreement regarding the term of your employment and supersede and replace any other agreements regarding term of employment, severance obligations, change in control, or other similar or related provisions.We confirm to you that nothing in this offer letter or any of the related documentation affects your right to the indemnification for golden parachute excise taxes currently contained in Section 5 of your 3PAR Employment Agreement, which will continue to apply after the Closing Date in accordance with its terms.

Acceptance To accept, these terms and conditions, please sign and return this original letter and retain the attached copy for your records. We would like to request that you keep the information included in this letter confidential. We are pleased to welcome you to Dell. Should you have any questions, or would simply like further information, please do not hesitate to call me.

Sincerely,

Craig Briscoe
Vice President, Global Compensation and Benefits
Dell Human Resources

I agree that my employment and the continuation of my employment with Dell shall be subject to the terms and conditions described above:

Signed:		/s/ David Scott
Date:		August 14, 2010