Common use of Retention Date Clause in Contracts

Retention Date. For purposes of this Agreement, the “Retention Date” shall mean the earlier of (i) the date that is six months following the Closing Date, or (ii) the date immediately preceding the date that Executive’s employment is terminated by Dell without Cause or by Executive for Good Reason, provided such termination occurs during the period beginning at the Effective Time and ending on the date that is six months following the Closing Date (the “Retention Period”). It is the intention of the parties hereto that Executive’s employment with Dell will end effective as of the day following the Retention Date. Until the Retention Date, Executive will remain in Executive’s current position at ▇▇▇▇▇ Systems Corporation and/or its successor and Executive’s primary responsibilities will be to complete and/or assist in the transition of ongoing projects, and to perform other duties and special projects, as assigned by Executive’s manager or other person or entity to whom Executive reports. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the provisions of any agreements between Executive and Dell, or Dell’s Code of Conduct or any other Dell policy generally applicable to employees of Executive’s level and position. Any such violation shall constitute “Cause” for Executive’s termination. As used herein, the term “Good Reason” means: (a) a material reduction of Executive’s base salary, unless such reduction is part of an across-the-board reduction of no more than 10% of base salary of all employees of Dell who are in the same salary grade as you as of the time of such reduction, (b) a material reduction of the employee benefits enjoyed by you, under the qualified and nonqualified employee benefit and welfare plans of Dell, unless such reduction is part of an across-the-board reduction of employee benefits for all employees of Dell who are in the same salary grade as Executive as of the time of such reduction; (d) Dell requiring you to be based at any office or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ location that is more than 35 miles from Executive’s principal work location and residence as of the Effective Date or increasing the amount of business travel Executive is required to do (away from Executive’s principal work location) by more than 20%, measured over any six month period following the Effective Date as compared to the amount of Executive’s business travel the six month period preceding the Effective Date, or (e) you are placed into a position which does not scope as an Executive Role (as defined below), as determined by the Vice President of Compensation for Dell, using market based criteria and as the term Executive is used at Dell as of the Effective Date, provided, that, a condition will not constitute Good Reason unless and until you inform Dell in writing of the existence of the condition within 90 days of its occurrence and the Dell does not cure such condition within 30 days of receipt of such notice and Executive resigns Executive’s position within 60 days after Dell’s cure period has ended. As used herein, the term “Executive Role” means a Senior Vice President, Vice President or Director of Dell, all of which are among the top 1% of the positions in Dell, as of September of 2009. If Executive’s employment is terminated before the Retention Date by Executive without Good Reason, or by Dell for Cause, any remaining obligations of Dell under this Agreement will cease immediately, and Executive’s rights, if any, to any benefit under Dell’s health and welfare or retirement plans, or to any equity grants, will be governed by the applicable plan, program, policy or equity agreement.