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Dell Technologies Inc. – ‘10-K’ for 2/3/17 – ‘EX-10.39’

On: Friday, 3/31/17, at 8:33am ET · For: 2/3/17 · Accession #: 1571996-17-4 · File #: 1-37867

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/31/17  Dell Technologies Inc.            10-K        2/03/17  164:28M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.10M 
 4: EX-10.14    Material Contract                                   HTML    117K 
 5: EX-10.26    Material Contract                                   HTML     79K 
 2: EX-10.3     Material Contract                                   HTML     67K 
 6: EX-10.38    Material Contract                                   HTML    100K 
 7: EX-10.39    Material Contract                                   HTML     76K 
 3: EX-10.4     Material Contract                                   HTML     79K 
 8: EX-10.40    Material Contract                                   HTML    123K 
 9: EX-10.41    Material Contract                                   HTML    120K 
10: EX-10.42    Material Contract                                   HTML    174K 
11: EX-21.1     Subsidiaries List                                   HTML    140K 
12: EX-23.1     Consent of Experts or Counsel                       HTML     46K 
16: EX-99.1     Miscellaneous Exhibit                               HTML     76K 
17: EX-99.2     Miscellaneous Exhibit                               HTML     82K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     54K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     54K 
15: EX-32.1     Certification -- §906 - SOA'02                      HTML     49K 
24: R1          Document and Entity Information                     HTML     83K 
25: R2          Consolidated Statements of Financial Position       HTML    154K 
26: R3          Consolidated Statements of Financial Position -     HTML     48K 
                Parenthetical                                                    
27: R4          Consolidated Statements of Income (Loss)            HTML    126K 
28: R5          Consolidated Statements of Comprehensive Income     HTML    103K 
                (Loss)                                                           
29: R6          Consolidated Statements of Comprehensive Income     HTML     49K 
                (Loss) - Parenthetical                                           
30: R7          Consolidated Statements of Cash Flows               HTML    175K 
31: R8          Consolidated Statements of Stockholders' Equity     HTML    116K 
32: R9          Emc Merger Transaction, Other Transactions and      HTML     61K 
                Basis of Presentation                                            
33: R10         Description of Business and Summary of Significant  HTML    139K 
                Accounting Policies                                              
34: R11         Business Combinations                               HTML    137K 
35: R12         Discontinued Operations                             HTML    199K 
36: R13         Fair Value Measurements                             HTML    207K 
37: R14         Investments                                         HTML    139K 
38: R15         Financial Services                                  HTML    227K 
39: R16         Debt                                                HTML    205K 
40: R17         Derivative Instruments and Hedging Activities       HTML    263K 
41: R18         Goodwill and Intangible Assets                      HTML    148K 
42: R19         Warranty Liability                                  HTML     72K 
43: R20         Severance Charges                                   HTML     76K 
44: R21         Commitments and Contingencies                       HTML    115K 
45: R22         Income and Other Taxes                              HTML    202K 
46: R23         Accumulated Other Comprehensive Loss                HTML    122K 
47: R24         Non-Controlling Interests                           HTML     62K 
48: R25         Earnings (Loss) Per Share                           HTML    143K 
49: R26         Capitalization                                      HTML    109K 
50: R27         Stock-Based Compensation                            HTML    241K 
51: R28         Redeemable Shares                                   HTML     54K 
52: R29         Retirement Plan Benefits                            HTML    109K 
53: R30         Segment Information                                 HTML    164K 
54: R31         Additional Consolidated Financial Information       HTML    264K 
55: R32         Unaudited Quarterly Results                         HTML    146K 
56: R33         Related Party Transactions                          HTML     52K 
57: R34         Subsequent Events                                   HTML     53K 
58: R35         Description of Business and Summary of Significant  HTML    261K 
                Accounting Policies (Policies)                                   
59: R36         Business Combinations (Tables)                      HTML    121K 
60: R37         Discontinued Operations (Tables)                    HTML    190K 
61: R38         Fair Value Measurements (Tables)                    HTML    187K 
62: R39         Investments (Tables)                                HTML    139K 
63: R40         Financial Services (Tables)                         HTML    209K 
64: R41         Debt (Tables)                                       HTML    163K 
65: R42         Derivative Instruments and Hedging Activities       HTML    301K 
                (Tables)                                                         
66: R43         Goodwill and Intangible Assets (Tables)             HTML    184K 
67: R44         Warranty Liability (Tables)                         HTML     71K 
68: R45         Severance Charges (Tables)                          HTML     76K 
69: R46         Income and Other Taxes (Tables)                     HTML    191K 
70: R47         Accumulated Other Comprehensive Loss (Tables)       HTML    118K 
71: R48         Non-Controlling Interests (Tables)                  HTML     56K 
72: R49         Earnings (Loss) Per Share (Tables)                  HTML    139K 
73: R50         Capitalization (Tables)                             HTML     77K 
74: R51         Stock-Based Compensation (Tables)                   HTML    211K 
75: R52         Retirement Plan Benefits (Tables)                   HTML     94K 
76: R53         Segment Information (Tables)                        HTML    158K 
77: R54         Additional Consolidated Financial Information       HTML    264K 
                Consolidated Financial Information (Tables)                      
78: R55         Unaudited Quarterly Results (Tables)                HTML    145K 
79: R56         EMC MERGER TRANSACTION, OTHER TRANSACTIONS AND      HTML     63K 
                BASIS OF PRESENTATION - Divestitures (Details)                   
80: R57         EMC MERGER TRANSACTION, OTHER TRANSACTIONS AND      HTML     49K 
                BASIS OF PRESENTATION - SecureWorks Initial Public               
                Offering (Details)                                               
81: R58         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML    109K 
                ACCOUNTING POLICIES - Additional Information                     
                (Details)                                                        
82: R59         BUSINESS COMBINATIONS - EMC Merger Transaction      HTML     98K 
                (Details)                                                        
83: R60         BUSINESS COMBINATIONS - Fair Value of               HTML     81K 
                Consideration Transferred (Details)                              
84: R61         BUSINESS COMBINATIONS - Assets Acquired and         HTML    119K 
                Liabilities Assumed (Details)                                    
85: R62         BUSINESS COMBINATIONS - Schedule of Identifiable    HTML     71K 
                Intangible Assets and their Weighted-Average                     
                Useful Lives Acquired as Part of Business                        
                Combination (Details)                                            
86: R63         BUSINESS COMBINATIONS - Acquisition-related Costs   HTML     66K 
                (Details)                                                        
87: R64         BUSINESS COMBINATIONS - Proforma (Details)          HTML     70K 
88: R65         DISCONTINUED OPERATIONS - Key financial results of  HTML    125K 
                the Services business (Details)                                  
89: R66         DISCONTINUED OPERATIONS - Major classes of assets   HTML    135K 
                and liabilities (Details)                                        
90: R67         DISCONTINUED OPERATIONS - Significant cash flow     HTML     70K 
                items (Details)                                                  
91: R68         DISCONTINUED OPERATIONS - Additional Information    HTML     65K 
                (Details)                                                        
92: R69         FAIR VALUE MEASUREMENTS - Hierarchy for Assets and  HTML    130K 
                Liabilities Measured at Fair Value on a Recurring                
                Basis (Details)                                                  
93: R70         FAIR VALUE MEASUREMENTS - Carrying Value and        HTML     81K 
                Estimated Fair Value of Outstanding Debt (Details)               
94: R71         FAIR VALUE MEASUREMENTS - Additional Information    HTML     73K 
                (Details)                                                        
95: R72         INVESTMENTS - Schedule of Investments by Major      HTML    118K 
                Security Type, the Carrying Value and Amortized                  
                Cost (Details)                                                   
96: R73         INVESTMENTS - Schedule of Investments Classified    HTML     67K 
                by Contractual Maturities of Debt Securities Held                
                (Details)                                                        
97: R74         FINANCIAL SERVICES - DFS Additional Information     HTML     77K 
                (Details)                                                        
98: R75         FINANCIAL SERVICES - Schedule of Components of the  HTML     78K 
                Company's Financing Receivables Segregated by                    
                Portfolio Segment (Details)                                      
99: R76         FINANCIAL SERVICES - Schedule of Changes in the     HTML     63K 
                Allowance for Financing Receivable Losses                        
                (Details)                                                        
100: R77         FINANCIAL SERVICES - Aging Customer Financing       HTML     89K  
                Receivables, Gross, Including Accrued Interest                   
                (Details)                                                        
101: R78         FINANCIAL SERVICES - Credit Quality Indicators      HTML     76K  
                (Details)                                                        
102: R79         FINANCIAL SERVICES - Structured Financing Debt      HTML     88K  
                Additional Information (Details)                                 
103: R80         FINANCIAL SERVICES - Schedule of Financing          HTML     54K  
                Receivables Held by the Consolidated VIEs                        
                (Details)                                                        
104: R81         FINANCIAL SERVICES - Variable Interest Entities     HTML     54K  
                Additional Information (Details)                                 
105: R82         FINANCIAL SERVICES - Financing Receivable Sales     HTML     48K  
                Additional Information (Details)                                 
106: R83         DEBT - Outstanding debt (Details)                   HTML    150K  
107: R84         DEBT - Aggregate future maturities (Details)        HTML    121K  
108: R85         DEBT - Additional Information (Details)             HTML    212K  
109: R86         DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES -     HTML     56K  
                Notional Amounts of Outstanding Derivative                       
                Instruments (Details)                                            
110: R87         DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES -     HTML     69K  
                Effect of Derivative Instruments on the                          
                Consolidated Statements of Financial Position and                
                the Consolidated Statements of Income (Loss)                     
                (Details)                                                        
111: R88         DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES -     HTML    121K  
                Fair Value of Derivative Instruments in the                      
                Consolidated Statements of Financial Position                    
                (Details)                                                        
112: R89         DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES -     HTML    104K  
                Gross amounts of derivative instruments, amounts                 
                offset due to master netting agreements (Details)                
113: R90         DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES -     HTML     70K  
                Additional Information (Details)                                 
114: R91         GOODWILL AND INTANGIBLE ASSETS - Roll Forward of    HTML     80K  
                Goodwill Allocated to Business Segments (Details)                
115: R92         GOODWILL AND INTANGIBLE ASSETS - Schedule of        HTML     81K  
                Intangible Assets (Details)                                      
116: R93         GOODWILL AND INTANGIBLE ASSETS - Schedule of        HTML     63K  
                Estimated Future Annual Pre-Tax Amortization                     
                Expense of Definite-Lived Intangible Assets                      
                (Details)                                                        
117: R94         GOODWILL AND INTANGIBLE ASSETS - Additional         HTML     71K  
                Information (Details)                                            
118: R95         WARRANTY LIABILITY - Changes in the Company's       HTML     60K  
                liabilities for standard limited warranties                      
                (Details)                                                        
119: R96         SEVERANCE CHARGES - Schedule of Activity Related    HTML     57K  
                to Severance Liability (Details)                                 
120: R97         SEVERANCE CHARGES - Allocation of Severance Costs   HTML     58K  
                (Details)                                                        
121: R98         SEVERANCE CHARGES - Additional Information          HTML     56K  
                (Details)                                                        
122: R99         COMMITMENTS AND CONTINGENCIES - Additional          HTML    119K  
                Information (Details)                                            
123: R100        INCOME AND OTHER TAXES - Schedule of Components of  HTML     77K  
                Provision (Benefit) for Income Taxes from                        
                Continuing Operations (Details)                                  
124: R101        INCOME AND OTHER TAXES - Schedule of Income (Loss)  HTML     55K  
                from Continuing Operations Before Income Taxes                   
                (Details)                                                        
125: R102        INCOME AND OTHER TAXES - Schedule of Components of  HTML     86K  
                Net Deferred Tax Assets (Liabilities) (Details)                  
126: R103        INCOME AND OTHER TAXES - Summary of Net Operating   HTML     62K  
                Loss Carryforwards, Tax Credit Carryforwards, and                
                Other Deferred Tax Assets with Related Valuation                 
                Allowances Recognized (Details)                                  
127: R104        INCOME AND OTHER TAXES - Reconciliation of Income   HTML     74K  
                Tax Benefit from Continuing Operations to the                    
                Statutory U.S. Federal Tax Rate (Details)                        
128: R105        INCOME AND OTHER TAXES - Reconciliation of          HTML     65K  
                Unrecognized Tax Benefits (Details)                              
129: R106        INCOME AND OTHER TAXES - Additional Information     HTML    100K  
                (Details)                                                        
130: R107        ACCUMULATED OTHER COMPREHENSIVE LOSS - Components   HTML    103K  
                of Accumulated Other Comprehensive Loss, Net of                  
                Tax (Details)                                                    
131: R108        ACCUMULATED OTHER COMPREHENSIVE LOSS -              HTML     68K  
                Reclassifications Out of Accumulated Other                       
                Comprehensive Loss, Net of Tax, to Net Income                    
                (Loss) (Details)                                                 
132: R109        NON-CONTROLLING INTERESTS - Effect of Changes in    HTML     67K  
                Ownership Interests of Less than Wholly Owned                    
                Subsidiaries (Details)                                           
133: R110        NON-CONTROLLING INTERESTS - Additional Information  HTML     64K  
                (Details)                                                        
134: R111        Earnings (LOSS) PER SHARE - Schedule of Earnings    HTML    118K  
                (Loss) Per Share (Details)                                       
135: R112        Earnings (LOSS) PER SHARE - Reconciliation of Net   HTML     74K  
                Income (Loss) From Continuing Operations (Details)               
136: R113        Earnings (LOSS) PER SHARE - Additional Information  HTML     62K  
                (Details)                                                        
137: R114        CAPITALIZATION - Schedule of Stock by Class         HTML     68K  
                (Details)                                                        
138: R115        CAPITALIZATION - Additional Information (Details)   HTML    195K  
139: R116        STOCK-BASED COMPENSATION - Stock-based              HTML     71K  
                Compensation (Details)                                           
140: R117        STOCK-BASED COMPENSATION - Stock Option Activity    HTML    127K  
                (Details)                                                        
141: R118        STOCK-BASED COMPENSATION - Fair Value Assumptions   HTML     72K  
                (Details)                                                        
142: R119        STOCK-BASED COMPENSATION - Restricted Award         HTML     85K  
                Activity (Details)                                               
143: R120        STOCK-BASED COMPENSATION - ESPP Activity (Details)  HTML     58K  
144: R121        STOCK-BASED COMPENSATION - Additional Information   HTML    201K  
                (Details)                                                        
145: R122        REDEEMABLE SHARES - Additional Information          HTML     67K  
                (Details)                                                        
146: R123        RETIREMENT PLAN BENEFITS - Reconciliation of the    HTML     60K  
                Pension Plan Benefit Obligation (Details)                        
147: R124        RETIREMENT PLAN BENEFITS - Reconciliation of Fair   HTML     59K  
                Value in Plan Assets (Details)                                   
148: R125        RETIREMENT PLAN BENEFITS - Components of Net        HTML     58K  
                Periodic Benefit Costs Recognized (Details)                      
149: R126        RETIREMENT PLAN BENEFITS - Fair Value of Each       HTML     76K  
                Class of Plan Assets by Level within the Fair                    
                Value Hierarchy (Details)                                        
150: R127        RETIREMENT PLAN BENEFITS - Employee Benefit Plans   HTML     69K  
                401K (Details)                                                   
151: R128        RETIREMENT PLAN BENEFITS - Additional Information   HTML    100K  
                (Details)                                                        
152: R129        SEGMENT INFORMATION - Reconciliation of net         HTML     90K  
                revenue by reportable segments to consolidated net               
                revenue (Details)                                                
153: R130        SEGMENT INFORMATION - Net revenue and property,     HTML     87K  
                plant and equipment by geographic area (Details)                 
154: R131        SEGMENT INFORMATION - Additional Information        HTML     49K  
                (Details)                                                        
155: R132        ADDITIONAL CONSOLIDATED FINANCIAL INFORMATION -     HTML    120K  
                Condensed Financial Position (Details)                           
156: R133        ADDITIONAL CONSOLIDATED FINANCIAL INFORMATION -     HTML     68K  
                Condensed Statements of Income (Loss) (Details)                  
157: R134        ADDITIONAL CONSOLIDATED FINANCIAL INFORMATION -     HTML    204K  
                Parent Only Financial Information (Details)                      
158: R135        ADDITIONAL CONSOLIDATED FINANCIAL INFORMATION -     HTML     69K  
                Valuation and Qualifying Accounts (Details)                      
159: R136        ADDITIONAL CONSOLIDATED FINANCIAL INFORMATION -     HTML     49K  
                Additional Information (Details)                                 
160: R137        Unaudited Quarterly Results (Details)               HTML    110K  
161: R138        Subsequent Events (Details)                         HTML     67K  
163: XML         IDEA XML File -- Filing Summary                      XML    299K  
162: EXCEL       IDEA Workbook of Financial Reports                  XLSX    232K  
18: EX-101.INS  XBRL Instance -- dvmt-20170203                       XML   9.12M 
20: EX-101.CAL  XBRL Calculations -- dvmt-20170203_cal               XML    608K 
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22: EX-101.LAB  XBRL Labels -- dvmt-20170203_lab                     XML   4.11M 
23: EX-101.PRE  XBRL Presentations -- dvmt-20170203_pre              XML   2.81M 
19: EX-101.SCH  XBRL Schema -- dvmt-20170203                         XSD    375K 
164: ZIP         XBRL Zipped Folder -- 0001571996-17-000004-xbrl      Zip    708K

‘EX-10.39’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.39

INDEMNIFICATION AGREEMENT

AGREEMENT effective as of [INSERT DATE] (the “Effective Date”), between EMC Corporation, a Massachusetts corporation (the “Company”), and [NAME] (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; and

WHEREAS, the Indemnitee is a director or an officer of the Company; and

WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today’s environment; and

WHEREAS, as of the Effective Date the Company is subject to the provisions of the Massachusetts Business Corporation Act (the “Act”); and

WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s continued service to the Company in an effective manner, and in part to provide the Indemnitee with specific contractual assurance that all protections permitted by the Act will be available to the Indemnitee, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement; and

WHEREAS, the Board of Directors of the Company wishes to provide the Indemnitee with rights to indemnification to the fullest extent permitted by the Act and as set forth in this Agreement and has approved this agreement for the purposes of the Act, including for the purpose of obligating the Company in advance of any act or omission giving rise to a proceeding to provide indemnification;

NOW, THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Basic Indemnification Arrangement.

(a) In accordance with the provisions of the Act, the Company shall, to the extent legally permissible, indemnify the Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and attorneys’ fees or other costs paid or incurred by the Indemnitee in connection with the defense or disposition of any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal, or any appeal therefrom, in which the Indemnitee may be involved or with which the Indemnitee was, is or is threatened to be made, while in office or thereafter, a defendant or respondent by reason of

the Indemnitee being or having been a director or an officer of the Company (any such proceeding, a “Proceeding”).

(b) Within a reasonably prompt period after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is intended to be made against the Company under this Agreement, notify the Company of the commencement thereof; however, the failure to notify the Company will not relieve the Company from any liability that it may have to the Indemnitee.

(c) If so requested by the Indemnitee, the Company shall advance (within five business days of such request) any and all expenses, including attorneys’ fees or other costs, paid or incurred by the Indemnitee in connection with the defense or disposition of any such action, suit or other proceeding (“Expenses”), to the Indemnitee (an “Expense Advance”) upon receipt by the Company of (i) a written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the relevant standard of conduct described in the Act or any successor provision of Massachusetts law or that the proceeding involves conduct for which liability has been eliminated under a provision of the Company’s restated articles of organization, as may be further amended (the “Restated Articles”), as authorized by the Act or any successor provision of Massachusetts law, and (ii) a written undertaking by the Indemnitee to repay the Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification in accordance with this Agreement or the provisions of the Act or any successor thereto.

2. Change In Control

(a) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934.

(b) “Beneficial Owner” shall have the meaning set forth in Rule 13d‑3 under the Securities Exchange Act of 1934.

(c) A “Change in Control” shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have occurred:


(i)	any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 2(c)(iii)(A);

(ii)

the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company)

whose appointment or election by the Board of Directors or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended;

(iii)

there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

(iv)

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction which results in the Indemnitee, or a group of Persons which includes the Indemnitee, acquiring, directly or indirectly, 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities.

(d) “Disinterested Director” shall mean a director of the Company who, at the time of a vote referred to in this Section 2 is not (i) a party to the Proceeding, or (ii) an individual having a familial, financial, professional, or employment relationship with the Indemnitee, which relationship would, under the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.

(e) “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(f) In the event of a Change in Control after the date hereof (other than a Change in Control approved by a majority of the directors on the Board of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or any Company By-Law or provision of the Company’s Restated Articles now or hereafter in effect, the Company shall seek legal advice only from independent counsel who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years selected (i) if there are two or more Disinterested Directors, by the Board of Directors by a majority vote of all the Disinterested Directors or by a majority of the members of a committee of two or more Disinterested Directors appointed by vote or (ii) if there are fewer than two Disinterested Directors, by the Board of Directors of the Company; and which in any such case of selection in accordance with clause (i) or (ii) of this section, shall be reasonably acceptable to the Indemnitee (such independent counsel, the “Independent Counsel”). The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Independent Counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

3. Other Expenses. The Company shall be liable to and shall pay the Indemnitee for any and all expenses (including attorneys’ fees) which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company By-law or provision of its Restated Articles now or hereafter in effect relating to indemnification and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. If requested by the Indemnitee, the Company shall promptly advance (but in no event more than five business days after receiving such request) any such expenses to the Indemnitee.

4. Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification or payment by the Company for some or a portion of the

Expenses, judgments, fines, penalties and amounts paid in settlement of any threatened, pending or completed action, suit or proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify or pay the Indemnitee for the portion thereof to which the Indemnitee is entitled.

5. Limitation on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board of Directors of the Company has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce the Indemnitee’s rights under this Agreement.

6. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the Company’s Restated Articles, By-Laws or the Act or otherwise. To the extent that a change in the Act (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s By-Laws or this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

7. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

8. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

10. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, By-law or otherwise) of the amounts otherwise indemnifiable hereunder.

11. Notice. All notices, requests, consents or other communications under this Agreement shall be delivered by hand or sent by registered or certified mail, return receipt requested, or by overnight prepaid courier, or by facsimile (receipt confirmed) to:


if to the Company:	EMC Corporation 176 South Street Hopkinton, MA 01748 Attention: Office of the General Counsel Facsimile: (508) 497-6915

if to the Indemnitee: [NAME]

[ADDRESS]

[CITY, STATE ZIP]

All such notices, requests, consents and other communications shall be deemed to have been duly delivered and received three (3) days following the date on which mailed, or one (1) day following the date mailed if sent by overnight courier, or on the date on which delivery by hand or by facsimile transmission.

12. Binding Effect, Etc. This Agreement shall be effective as of the Effective Date and shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

13. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

EMC CORPORATION

By _______________________________

Name:

Title:

_______________________________

[Indemnitee Name]

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/25/24  Dell Technologies Inc.            10-K        2/02/24  160:20M
 8/15/23  Dell International L.L.C.         S-4                   10:1.2M                                   Donnelley … Solutions/FA
 3/30/23  Dell Technologies Inc.            10-K        2/03/23  160:22M
 3/24/22  Dell Technologies Inc.            10-K        1/28/22  156:23M
 5/13/21  Dell International L.L.C.         S-4/A                  2:1.8M                                   Donnelley … Solutions/FA
 4/15/21  Dell International L.L.C.         S-4                  100:8.5M                                   Donnelley … Solutions/FA
 3/26/21  Dell Technologies Inc.            10-K        1/29/21  157:26M

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