Employment Agreement - Dell Computer Corp. and J. T. Vanderslice
DELL COMPUTER CORPORATION
DELL EMPLOYMENT AGREEMENT
I agree to the following terms regarding my employment or continued employment
with Dell Computer Corporation or a subsidiary or affiliate of Dell Computer
Corporation (collectively, "Dell"). I enter into this agreement in consideration
of the salary, wages and benefits paid to me by Dell and in consideration of the
confidential and proprietary information provided to me by Dell. I understand
that Dell agrees to employ me only on the condition that I agree to honor and to
be bound by the provisions of this Agreement.
1. I will devote my best efforts to performing well all duties that Dell
may assign to me from time to time. While I am a Dell employee, I will
not work or consult for a competitor of Dell.
2. If Dell desires to terminate my employment other than for "cause" (as
defined below) at any time prior to the third anniversary of the date
my employment commences, Dell shall send me written notice of such
termination and my employment shall terminate on the date that is 15
months after my receipt of such written notice. During such period, my
duties and responsibilities shall be as assigned by Dell's Chief
Executive Officer and my then current salary and benefits (including
scheduled vesting of equity awards) shall be continued. In addition, if
at the end of such 15-month period, Dell's average daily market
capitalization for the immediately proceeding 12-month period is less
than $165 billion, then Dell shall pay to me a cash payment of $35
million (if the termination notice is given before the first
anniversary of my commencement date), $20 million (if the termination
notice is given on or after the first anniversary and before the second
anniversary) or $10 million (if the termination notice is given on or
after the second anniversary and before the third anniversary). The
benefits and payments described in this paragraph shall be my sole and
exclusive remedy for such termination of employment. Commencing on the
third anniversary of my employment, I will be employed "at will,"
meaning that my employment can be terminated by me or Dell at any time,
with or without cause or advance notice. For purposes of the foregoing,
Dell's average daily market capitalization for a given period shall be
computed by dividing (1) the sum of Dell's daily market capitalization
for each trading day during such period (which shall be equal to the
product of the closing sales price of Dell's common stock on such day
multiplied by the number of shares of Dell common stock outstanding on
such day) by (2) the number of trading days in such period. For
purposes of this employment agreement, Dell shall have "cause" to
terminate my employment if: (a) in carrying out my duties at Dell, I
engage in conduct that constitutes willful gross neglect or willful
gross misconduct unless I believed in good faith such action or
nonaction was in or not opposed to the best interest of Dell or (b) I
am convicted of a felony involving moral turpitude. There shall be no
termination for Cause without my first being given written notice and
an opportunity to be heard. The provisions of this paragraph shall
control over any contrary provisions in my offer letter, application
for employment, code of conduct or any other document.
3. While I am a Dell employee, I will promptly disclose all Intellectual
Property to Dell. Intellectual Property includes each discovery, idea,
improvement, or invention I create, conceive, develop or discover,
alone or with others, which relates to Dell's business or results from
the use of Dell's equipment, supplies, facilities, or information. All
Intellectual Property, in whatever form, is Dell's property. I assign
to and agree to assign to Dell and its nominees, without additional
compensation, all of my rights in Intellectual Property. I will assist
Dell in all ways in the future, including giving evidence and executing
any documents deemed helpful or necessary by Dell, to establish,
perfect, and register worldwide, at Dell's expense, such rights in
Intellectual Property. I will not do anything in conflict with Dell's
rights in Intellectual Property and will cooperate fully to protect
Intellectual Property against misappropriation or infringement.
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4. I agree that Dell will be the copyright owner in all Copyrightable
Works of every kind and description created or developed by me, solely
or jointly with others, in connection with any employment with Dell. If
requested to, and at no further expense to Dell, I will execute in
writing any acknowledgments or assignments of copyright ownership of
such Copyrightable Works as may be appropriate for preservation of the
worldwide ownership in Dell and its nominees of such copyrights.
5. If Schedule A is attached to this Agreement, I have chosen to exclude
from the operation of this Agreement those previous inventions and
improvements listed in Schedule A and, if needed, more fully described
in disclosure statements submitted to Dell. Under Schedule A, I have
listed the titles of all my ideas, inventions, improvements, works of
authorship, and discoveries, patented or unpatented, copyrighted or not
copyrighted, that have been completed or are in progress at the date of
this Agreement. As a matter of establishing a record, these ideas,
inventions, improvements, works of authorship, and discoveries that are
in progress have been fully described by me in the disclosure
statements I have attached to Schedule A. I understand that I must
provide the Schedule and statements before I sign this Agreement and
that no such ideas, will be excluded from operation of this Agreement
unless they are properly identified in the Schedule prior to my
execution of this Agreement. I further understand that I cannot make
any changes to the Schedule after this Agreement has been signed.
6. I will not use, publish, misappropriate, or disclose any Confidential
or Proprietary Information, during or after my employment, except as
required in the performance of my duties for Dell or as authorized in
writing by Dell. Confidential and Proprietary Information includes
information I learn or originate during my employment which is not
publicly available or readily ascertainable by proper means, and
includes such information disclosed by others in confidence to Dell. If
I have doubts concerning whether particular information is Confidential
or Proprietary, I will promptly consult my supervisor or Dell's Legal
Department for guidance in advance. Confidential and Proprietary
Information includes, but is not necessarily limited to, the
information described in subparagraphs A through D below:
A. Technical information of Dell, its affiliates, its
customers or other third parties that is in use,
planned, or under development, such as but not
limited to: manufacturing and/or research processes
or strategies (including design rules, device
characteristics, process flow, manufacturing
capabilities and yields); computer product, process
and/or devices (including device specification,
system architectures, logic designs, circuit
implementations); software product (including
operating system adaptations or enhancements,
language compilers, interpreters, translators, design
and evaluation tools, and application programs); and
any other databases, methods, know-how, formulae,
compositions, technological data, technological
prototypes, processes, discoveries, machines,
inventions, and similar items.
B. Business information of Dell, its affiliates, its
customers or other third parties, such as but not
limited to: information relating to Dell employees
(including information related to staffing and
compensation); actual and anticipated relationships
between Dell and other companies; financial
information (including sales levels, pricing, profit
levels, and other unpublished financial data);
information relating to customer or vendor
relationships (including performance requirements,
development and delivery schedules, device and/or
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product pricing and/or quantities, customer lists,
customer preferences, financial information, credit
information; and similar items.
C. Information relating to future plans of Dell, its
affiliates, its customers or other third parties,
such as but not limited to: marketing strategies; new
product research; pending projects and proposals;
proprietary production processes; research and
development strategies; and similar items.
D. Other valuable, confidential information and trade
secrets of Dell, its affiliates, its customers or
other third parties which in many instances may not
be identified as confidential or proprietary.
7. I will not export or otherwise transfer out of the United States or
release to any person within the United States, Controlled Technology
or Software, during or after my employment, except as authorized in
writing by Dell. Controlled Technology or Software is technology or
software controlled under the U.S. Export Administration Regulations
and includes, but is not limited to, Confidential and Proprietary
Information of the type described in paragraphs 6A. and 6C. above, to
the extent that such information is not otherwise publicly available.
Release within the United States includes disclosure to any person,
oral exchanges with persons in the United States or abroad, and
application to situations abroad of personal knowledge or technical
experience acquired in the United States. If I have any doubts
regarding whether particular information is Controlled Technology or
Software, I will promptly consult my manager, Dell's Legal Department,
or Dell's Global Compliance Organization.
8. I will not use in my work or disclose to Dell any Confidential or
Proprietary Information of a third party unless Dell first receives
written authorization from the third party allowing the use or
disclosure of such information and unless Dell agrees in writing to
receive such information on terms acceptable to Dell. I will abide by
restrictions imposed on the disclosure and use of such third party
information.
9. I agree to abide by the provisions of the Dell Code of Conduct,
Defining Excellence (including any addenda applicable to my position),
and all applicable rules, policies, and practices as may be adopted by
Dell from time to time. Although the Code of Conduct provides that
employment at Dell is terminable at will, the terms this Agreement will
control over any contrary provisions in the Code of Conduct.
10. I agree that my name, voice, picture, and likeness may be used in
Dell's advertising, training aids and other materials without payment
of separate compensation to me.
11. When my employment with Dell ends, I will promptly deliver to a
designated Dell representative all originals and copies of all
materials, documents and property of Dell which are in my possession or
control. I also will cooperate in conducting an exit interview with a
designated Dell representative.
12. If I accept new employment within one year of leaving Dell's employ, I
will give written notice to the new employer of my obligations
regarding Intellectual Property, Copyrightable Works and Confidential
and Proprietary Information. Furthermore, for a period of two years
from the separation of my employment with Dell, I agree promptly to
inform Dell, in writing, of the name and address of my subsequent
employers. I consent to Dell providing my subsequent employers
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with information, including a copy of this Agreement, regarding my
ongoing obligations under this Agreement.
13. I agree that Dell and I will submit any disputes arising under this
Agreement or any other aspect of my employment (including contract or
tort claims, or claims arising under statute or regulation) to binding
arbitration pursuant to the Commercial Arbitration Rules of the
American Arbitration Association.
14. This Agreement, together with the attached offer letter and addenda,
which have been signed by me and a Dell representative, as well as the
Certification and Agreement portion of my Application for Employment
with Dell, constitute my entire agreement with Dell concerning the
topics covered. These documents replace completely any earlier or
contemporaneous communication or agreement with Dell about these
topics. The laws of the State of Texas govern this agreement and all
disputes will be resolved in Travis County, Texas. This Agreement may
be changed only by a written document signed by me and by the Chairman
of Dell.
Accepted and agreed on behalf of Dell Computer Corporation:
/s/ Mort Topfer
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Michael Dell
Chairman and Chief Executive Officer
I have carefully read this Agreement, I understand and accept its terms. I agree
that I will continue to be bound by the provisions of this Agreement after my
employment with Dell has ended.
/s/ J. T. Vanderslice
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Employee's Signature
J. T. Vanderslice
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Print Employee Name
12/10/99
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Date
NOTE: Schedule A and disclosure statements are not a part of this Agreement or
accepted by Dell if the Schedule has not been initialed by a member of Dell's
Legal Department.