The term, "Serious Misconduct" means (i) an act of personal dishonesty taken by the Executive in connection with his or her responsibilities as an Executive and intended to result in substantial personal enrichment of the Executive, (ii) the Executive being convicted of a felony, (iii) a willful act by the Executive which constitutes gross misconduct and which is injurious to the Company, (iv) following delivery to the Executive of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that the Executive has not substantially performed his or her duties, continued violations by the Executive of the Executive's obligations to the Company which are demonstrably willful and deliberate on the Executive's part. To the extent curable, the Executive will not be deemed to engage in Serious Misconduct if, after notice by the Company, the Executive cures the conduct which gives rise to the Serious Misconduct.

The term "Good Reason" means that any of the following occur, without the Executive's express written consent: (a) a demotion in the Executive's salary grade level, (b) a reduction in the Executive's annual base salary or target annual cash bonus opportunity, or (c) the Executive being required to relocate the Executive's principal work location to an office or location that is more than 50 miles from his or her principal place of business. Notwithstanding the above, a condition will not constitute Good Reason unless and until the Executive informs Dell in writing of the existence of the condition within 90 days of its occurrence and Dell does not cure such condition within 30 days of receipt of such notice and the Executive then resigns the Executive's position within 60 days after Dell's cure period has ended.

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