Amended and Restated Dell Technologies Inc. Compensation Program for Independent Non-Employee Directors

$75,000 in cash (the “Annual Cash Retainer”), unless the independent non-employee director (hereafter, a “director”) makes a timely election to receive all or a portion of the Annual Cash Retainer in the form of deferred stock units over Class C common stock of the Company (“Class C Shares,” and such units, “DSUs”) (subject to the limitations described below), and

Committee Chair Retainers: $25,000, all payable in cash unless the director makes a timely election to receive such payment in DSUs (subject to the limitations described below), in which case the director shall receive DSUs in lieu of such cash payment.

All of the foregoing equity-based awards will be granted under the Dell Technologies Inc. 2013 Stock Incentive Plan, as amended and restated from time to time (the “Plan”), with the Sign-On Equity Grant being made as soon as practicable after the director becomes a board member, and with all other awards being granted annually. The Sign-On Equity Grant vests annually in equal installments over four years from the date of grant with full acceleration of outstanding Options subject thereto in the event of death, permanent disability, termination without Cause, or a Change in Control, as Cause and Change in Control are defined in the Plan. The other equity awards are subject to vesting as described below.

Generally: An election must be made prior to the beginning of the calendar year to which it relates.

New directors: Each new director may make an election within 30 days after becoming a director, but this election will only apply to the portion of the Annual Board Retainer, Committee Chair Retainer (if applicable) or DTA grant earned after the date of the election.

Once the calendar year to which an election relates commences, the election is irrevocable with respect to that year.  A director may submit a new election for each subsequent calendar year prior to the beginning of that calendar year (and, if no new election is submitted, the current election will remain in effect for subsequent years as provided in the election form).

Directors may elect the form of payment of their compensation on an individual basis.

Elections must be made in multiples as follows:

Allocation of the Annual Cash Retainer between DSUs and cash must be made in multiples of 25%.

Allocation of the DTA portion of the Annual Stock Retainer to DSUs must be made in multiples of 25%.

Election to receive DSUs (in lieu of cash) for a Committee Chair Retainer must be made in multiples of 25%. 

All unvested equity awards are forfeited upon termination for Cause (as defined in the Plan).

Vested Options will remain exercisable until the earliest of (i) the nine-month anniversary of the date of termination, (ii) the expiration of the Option’s 10-year term and (iii) the date on which the director is terminated for Cause (as defined in the Plan).