Exhibit 10.3 Form of Amendment to Restricted Stock Agreement AMENDMENT TO DELL INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.3

Form of Amendment to Restricted Stock Agreement

AMENDMENT TO DELL INC.

RESTRICTED STOCK AGREEMENT

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.

On April 17, 2013, the Leadership Development and Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) determined to amend certain outstanding equity awards to provide certain benefits to holders of such awards in the event of a Change in Control (as defined below). Accordingly, the Restricted Stock Agreement is hereby amended as follows:

As used herein, the term “Cause” means: (a) a violation of your obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (b) an act or omission by you resulting in your being charged with a criminal offense which constitutes a felony or involves moral turpitude or dishonesty; (c) conduct by you which constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to the Company or its stockholders; or (d) the determination by the senior management of the Company that you violated state or federal law relating to the workplace environment, including, without limitation, laws relating to sexual harassment or age, sex, race, or other prohibited discrimination.

As used herein, the term “Change in Control” means the occurrence of any of the following:

(a) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the total voting power of the Voting Stock of the Company;

(b) individuals who on the date of this Amendment constitute the Board (together with any new directors whose election by such Board or whose nomination by such Board for election by the stockholders of the Company was approved by a vote of at least a majority of the members of such Board then in office who either were members of such Board on the date of this Amendment or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of such Board then in office;

(c) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, other than any such transaction in which the holders of securities that represented one hundred percent (100%) of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction;

(d) there is consummated any direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act); or

(e) the stockholders of the Company adopt a plan or proposal for the liquidation, winding up or dissolution of the Company.

As used herein, the term “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

As used herein, the term “Voting Stock” means, with respect to any Person, capital stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.