Item 5.02 Departure of Director or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the commencement of Ronald G. Garriques' employment in February 2007, he and the company entered into a Letter Agreement regarding severance benefits. Also in connection with his initial employment with the company, Mr. Garriques is entitled to a minimum annual restricted stock unit grant through fiscal year 2012 equal to 600% of his annual base salary and a long-term cash award of $3,000,000 that vests equally over three years on the anniversary of his hire date. On March 9, 2009, the company and Mr. Garriques entered into a Retention Bonus, Merger and Modification Agreement (the "Modification Agreement"). Under the terms of the Modification Agreement, Mr. Garriques will receive a $1,000,000 cash payment and accelerated vesting of the remaining $1,000,000 of his new hire long-term cash award (otherwise scheduled to vest in February 2010) in exchange for termination of both his special severance arrangement described in the Letter Agreement and his guaranteed annual restricted stock unit grant. As a result, Mr. Garriques will be under the company's standard severance plan and long term incentive program. The Retention Bonus, Merger and Modification Agreement is filed as exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
99.1 Retention Bonus, Merger and Modification Agreement between Dell and Mr. Garriques

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