0001193125-13-167317 Sample Contracts

Form of Amendment to Stock Unit Agreement – 2012 Plan AMENDMENT TO DELL INC. STOCK UNIT AGREEMENT
Stock Unit Agreement • April 23rd, 2013 • Dell Inc • Electronic computers • Delaware

THIS AMENDMENT, effective as of April 17, 2013, is to each Stock Unit Agreement by and between Dell Inc., a Delaware corporation (the “Company”), and you in effect as of April 17, 2013 2013 (each, the “Stock Unit Agreement”) in connection with the Units representing the right to receive that number of shares of the Company’s common stock (the “Shares”) set forth in your applicable Grant Summary, subject to the terms and conditions of the Stock Unit Agreement. All terms used herein with their initial letters capitalized shall have the meanings given them in the Stock Unit Agreement or the Dell Inc. 2012 Long-Term Incentive Plan (the “Plan”), unless otherwise defined herein. For purposes of this Amendment, the Grant Summary shall be treated as a constituent part of the Stock Unit Agreement.

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Form of Amendment to Performance Based Stock Unit Agreement – 2002 Plan AMENDMENT TO DELL INC. PERFORMANCE BASED STOCK UNIT AGREEMENT
Performance Based Stock Unit Agreement • April 23rd, 2013 • Dell Inc • Electronic computers • Delaware

THIS AMENDMENT, effective as of April 17, 2013, is to each Performance Based Stock Unit Agreement by and between Dell Inc., a Delaware corporation (the “Company”), and you in effect as of April 17, 2013 (each, the “Performance Based Stock Unit Agreement”), in connection with the Units representing the right to receive that number of shares of the Company’s common stock (the “Shares”) calculated as set forth in the Performance Based Stock Unit Agreement and your applicable Grant Summary, subject to the terms and conditions of the Performance Based Stock Unit Agreement. All terms used herein with their initial letters capitalized shall have the meanings given them in the Performance Based Stock Unit Agreement or the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan (the “Plan”) unless otherwise defined herein. For purposes of this Amendment, the Grant Summary shall be treated as a constituent part of the Performance Based Stock Unit Agreement.

Form of Amendment to Restricted Stock Agreement AMENDMENT TO DELL INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 23rd, 2013 • Dell Inc • Electronic computers • Delaware

THIS AMENDMENT, effective as of April 17, 2013, is to the Restricted Stock Agreement (the “Restricted Stock Agreement”) by and between Dell Inc., a Delaware corporation (the “Company”), and you in effect as of April 17, 2013, in connection with that number of shares awarded to you pursuant to the Restricted Stock Agreement (the “Shares”) of the Company’s common stock, subject to the terms and conditions therein. All terms used herein with their initial letters capitalized shall have the meanings given them in the Restricted Stock Agreement or the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan (the “Plan”) unless otherwise defined herein.

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