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TOLLING AND STANDSTILL AGREEMENT
THIS TOLLING AND STANDSTILL AGREEMENT (the “Agreement”) is made and entered into by Dell Inc. (“Dell”) and the Dell Inc. Benefits Administration Committee (the “Committee”), on behalf of the Dell Inc. 401(k) Plan (the “Plan”), to be effective as of March 31, 2007 (the “Effective Date”).
WHEREAS, there are issues that have been identified arising from and/or relating to the registered status under federal securities laws of certain Dell securities acquired by the Plan prior to December 7, 2007;
WHEREAS, the Committee, on behalf of the Plan, and Dell (the “Parties”) wish to continue to investigate these issues to determine a prudent resolution of any such issues, provided that the rights of the Plan and the Plan’s participants and beneficiaries are not prejudiced due to any Time-Related Defenses (as defined in paragraph 6(b)) that may be asserted as to any Claims (as defined in paragraph 6(a)); and
WHEREAS, during the period of this investigation and any subsequent negotiations or resolution, the Committee therefore wishes to protect the rights of the Plan and the participants and beneficiaries of the Plan from any prejudice caused from the running of any Time-Related Defenses as to any Claims, effective as of March 31, 2007.
ACCORDINGLY, the Parties agree as follows:
1. Period of Forbearance . Except as otherwise agreed by the Parties, the Plan and the Committee shall forbear and postpone the filing, commencement, and prosecution of Claims, if any, against Dell for the period of time (the “Period of Forbearance”) commencing on the Effective Date and continuin