Please wait

1

Exhibit 10.2

FY26 US Time-Based Award Agreement for Directors (Time-Based)

2023 Stock Incentive Plan

DELL TECHNOLOGIES INC.

Restricted Stock Unit Agreement

Dell Technologies Inc., a Delaware corporation (the “Company”), is pleased to grant you an

Other Stock-Based Award in the form of “restricted stock units” representing the right to receive

shares of the Company’s Class C Common Stock (the “Shares”), subject to the terms and

conditions described below. The number of restricted stock units that are awarded to you (the

“Units”) is stated in the grant summary provided to you by the Company (the “Grant

Summary”). Each Unit represents the right to receive one Share. In connection with the Units,

the Company is also granting you an Other Stock-Based Award in the form of the right to receive

a credit, payable in cash (without interest), equal to the value of each regular cash dividend that

would have been paid on each Share underlying the Units if such Share had been issued to and

held by you on the record date for such regular cash dividend (the “Dividend Equivalent Right”).

As a material inducement to the Company to grant you this award, you agree to the following

terms and conditions.

You agree that you are not otherwise entitled to this award, that the Company is providing you

this award in consideration for your promises and agreements below, and that the Company

would not grant you this award absent those promises and agreements. This Restricted Stock

Unit Agreement (this “Agreement”), the Grant Summary, and the Dell Technologies Inc. 2023

Stock Incentive Plan (as amended, modified or restated from time to time, the “Plan”) set forth

the terms of your Units identified in your Grant Summary.

1.Vesting — The Units will vest, and you will receive Shares, in accordance with

the schedule in your Grant Summary. The Company will issue you one Share for each vested

Unit and will pay to you the accrued cash value (if any) of the Dividend Equivalent Right related

to each such Unit to be delivered on the applicable vesting date or as soon as administratively

practicable thereafter, provided that in no event shall Shares or Dividend Equivalent Right

payments be delivered later than the fifteenth day of the third month following the end of the

calendar year with respect to which the Units were earned and not subject to forfeiture. The

issuance of Shares shall be evidenced in such manner as the Company, in its discretion, deems

appropriate. You will have no further rights with regard to Units once the Shares related to such

Units have been issued and any related Dividend Equivalent Right payments have been made.

2.Accelerated Vesting; Expiration —Unless otherwise set forth in your Grant

Summary, all outstanding Units will vest immediately and automatically upon (i) a Change in

Control that constitutes a “change in control event” (within the meaning of Section 409A of the

Code) (a “409A Change in Control”), subject to your continued service on such date, or (ii) your

termination of Employment, if incurred by reason of your death or Disability or your termination

by the Company without Cause. The Shares and the accrued cash value (if any) of the related

Dividend Equivalent Rights will be distributed to you/your heir(s) as soon as administratively

practicable and in all events within 60 days of such 409A Change in Control or termination of

Employment, as applicable.

2

If your Employment terminates for any reason other than your death, Disability or termination by

the Company without Cause, any Units that have not vested (and the related Dividend Equivalent

Rights) as described above will expire at that time.

As used herein, the term “Employer” means the Company (if you are on the board of directors of

the Company) or the Affiliate or Subsidiary of the Company (if you provide board member

services to an Affiliate or Subsidiary of the Company). As used herein, the term “Company”

includes all Affiliates and Subsidiaries of the Company, including your Employer.

As used herein, the term “Affiliate” means any company or other entity that controls, is

controlled by or is under common control with the Company within the meaning of Rule 405 of

Regulation C under the Securities Act, including any Subsidiary.

As used herein, the term “Disability” means, with respect to you, that: (i) on or prior to the date

of termination, you have provided proof that you have been determined by the U.S. Social

Security Administration to be eligible for disability benefits under the Social Security disability

insurance program or the Supplemental Security Income program; and (ii) the Committee has

determined that you have a permanent physical or mental impairment of sufficient severity as to

prevent you from performing duties for the Company or an Affiliate and provided written notice

to you that you may no longer provide services to the Company due to a permanent “Disability”

for purposes of the Plan. The Committee, or its designee, may establish any process or procedure

it deems appropriate for determining whether you have a “Disability.” Whether you are

terminated due to “Disability” for purposes of the Plan shall be determined by the Committee in

the Committee’s complete discretion.

3.Rights as a Stockholder — You, or your estate or heirs, will have no rights as a

stockholder with respect to unvested Units or with respect to Shares that may be received by you

with respect to your Units until those Shares are issued and registered in your name on the books

of the Company’s transfer agent. Units granted to you will be satisfied wholly through the

issuance and delivery of Shares, provided that in lieu of issuing any fractional Share, the

Company shall make a cash payment to you equal to the Fair Market Value of such fractional

Share.

4.Agreement With Respect to Taxes — You must pay any federal, state, local and

foreign taxes that are required to be withheld by the Company or your Employer. You may pay

such amounts in cash or make other arrangements satisfactory to the Company or your Employer

for the payment of such amounts. You agree that the Company or your Employer, at its sole

discretion and to the fullest extent permitted by Applicable Law, shall have the right to demand

that you pay such amounts in cash or deduct such amounts from any payments of any kind

otherwise due to you. At the Company’s or your Employer’s sole discretion, the Company or

your Employer may permit or require that such withholding tax obligation shall be satisfied by

withholding from the Shares otherwise issuable to you that number of Shares having an

aggregate Fair Market Value at the time such withholding tax obligation arises equal to the

amount of such withholding tax obligation. Such withholding obligation may be, or, if the

Committee so directs, such withholding obligation shall be, satisfied by your delivery (on a form

prescribed or accepted by the Committee) of an irrevocable direction to a licensed securities

broker acceptable to the Committee to sell vested Shares being delivered under the award and to

3

deliver all or part of the sale proceeds to the Company to satisfy such withholding obligation

directly to the Company or your Employer. If the applicable tax withholding is satisfied by an

irrevocable direction to a licensed securities broker, you will be subject to the Company’s

policies regarding insider trading restrictions, which may affect your ability to acquire or sell

Shares under the Plan. By acceptance of the award granted hereunder, you certify your

understanding of and intent to fully comply with the standards contained in the Company’s

insider trading policies (and related policies and procedures adopted by the Company).

You agree that, subject to compliance with Applicable Law, the Company or your Employer may

recover from you taxes which may be payable by the Company or your Employer in any

jurisdiction in relation to this award. You agree that the Company or your Employer shall be

entitled to use whatever method it may deem appropriate to recover such taxes, including the sale

of any Shares, paying you a net amount of shares (or cash), or recovering the taxes via payroll

and direct invoicing. You further agree that the Company or your Employer may, as it reasonably

considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. 

5.Transferability — The Units are not transferable other than by will or the

applicable laws of descent and distribution, and unvested Units may not be sold, assigned,

transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or

otherwise, nor may the Units be made subject to execution, attachment or similar process. If you

attempt to take any of the actions referred to in the immediately preceding sentence, the Units

will immediately become forfeited. Once Units have vested and Shares have been issued to you,

such Shares shall be freely transferable, subject to any applicable securities laws, rules and

regulations, any separately stated transfer restrictions that the Company may impose on such

Shares, and any Restricted Periods (as defined below) to which you may be subject.

6.Trading Restrictions — If you are subject to any Company “blackout” policy or

other trading restriction imposed by the Company (a “Restricted Period”) on the date a

distribution would otherwise be made pursuant to Section 1 herein, such distribution may instead

be made on the earlier of (i) the first date on which you are not subject to any such policy or

restriction and (ii) the later of (A) the last day of the calendar year in which such distribution

would otherwise have been made, and (B) a date which is immediately prior to the expiration of

two and one-half months following the date such distribution would otherwise have been made

hereunder. For purposes of this provision, you acknowledge that you may be subject to a

Restricted Period for any reason that the Company determines appropriate, including Restricted

Periods generally applicable to employees or groups of employees or Restricted Periods

applicable to you during an investigation of allegations of misconduct by you.

7.Incorporation of Plan — This award is granted under the Plan and is governed

by the terms of the Plan in addition to the terms and conditions stated herein. This Agreement,

the Grant Summary and the Plan constitute the entire understanding between you and the

Company regarding this award. In the event of any conflict between this Agreement or the Grant

Summary and the Plan, the terms of the Plan shall control, provided that the definition of

“Company” set forth in Section 2 herein shall control over any conflicting definition in the Plan.

All terms used herein with their initial letters capitalized shall have the meanings given them in

the Plan unless otherwise defined herein. A copy of the Plan is available upon request from the

Company’s Stock Plan Administration Department. Your Units will be subject to the terms of

4

any applicable agreement of merger, liquidation or reorganization in the event the Company is

subject to such corporate activity and shall be subject to adjustment pursuant to Section 10 of the

Plan.

8.Notice — You agree that notices may be given to you in writing either at your

home address as shown in the records of the Company or your Employer, or by electronic

transmission (including e-mail or reference to a website or other URL) sent to you through the

Company’s normal process for communicating electronically with its service providers.

9.No Right to Continued Employment — The granting of Units does not confer

upon you any right to the expectation of, or continuation of, your Employment. Unless otherwise

specified in a written agreement between the Company or your Employer, as applicable, and you,

the Company or your Employer, as applicable, reserves the right to terminate your Employment

at any time and for any reason.

10.Limitation on Rights; No Right to Future Grants; Extraordinary Item of

Compensation — By accepting this Agreement and the grant of the Units evidenced hereby, you

expressly acknowledge that (a) the Plan is discretionary in nature and may be suspended or

terminated by the Company at any time; (b) the grant of Units is a one-time benefit that does not

create any contractual or other right to receive future grants of Units, or benefits in lieu of Units;

(c) all determinations with respect to future grants, if any, including the grant date, the number of

Units granted and the vesting dates, will be at the sole discretion of the Company; (d) your

participation in the Plan is voluntary; (e) the value of the Units is an extraordinary item of

compensation that is outside the scope of your employment contract, if any, and nothing can or

must automatically be inferred from such employment contract or its consequences; (f) Units are

not part of normal or expected compensation for any purpose, and are not to be used for

calculating any severance, resignation, redundancy, end of service payments, bonuses, long-

service awards, pension or retirement benefits or similar payments, and you waive any claim on

such basis; (g) vesting of Units ceases upon termination of Employment for any reason except as

may otherwise be explicitly provided in the Plan document or in this Agreement; and (h) the

future value of the Units is unknown and cannot be predicted with certainty. In addition, you

understand, acknowledge and agree that you will have no rights to compensation or damages

related to Units or Shares in consequence of the termination of your Employment for any reason

whatsoever and whether or not in breach of contract.

11.Data Privacy Consent — As a condition of the grant of the Units, you

acknowledge the legal basis for the Company processing your personal data (as described in this

Section 13) is to perform its obligations under this Agreement and administer all the Units. You

also expressly consent to the collection, use and transfer of your personal data and you

understand that the Company and its Affiliates and Subsidiaries hold certain personal

information about you, including your name, home address and telephone number, date of birth,

social security number, salary, nationality, job title, any ownership interests or directorships held

in the Company, its Affiliates or its Subsidiaries and details of all Units, Shares, stock options or

other equity awards awarded or cancelled (“Data”). You further understand that the Company, its

Affiliates and Subsidiaries will transfer Data amongst themselves as necessary for the purposes

of implementation, administration and management of your participation in the Plan, and that the

Company, its Affiliates and any of its Subsidiaries may each further transfer Data to any third

5

parties assisting the Company in the implementation, administration and management of the

Plan. You understand that these recipients may be located in the European Economic Area or

elsewhere, such as the United States. You authorize them to receive, possess, use, retain and

transfer such Data as may be required for the administration of the Plan or the subsequent

holding of shares of common stock on your behalf, in electronic or other form, for the purposes

of implementing, administering and managing your participation in the Plan, including any

requisite transfer to a broker or other third party with whom you may elect to deposit any shares

of common stock acquired under the Plan. You understand that you may, at any time, view such

Data or require any necessary amendments to it. For more information on how the Company and

its Affiliates and Subsidiaries processes your Personal Data, please read the Company’s Global

Data Privacy Policy and HR Privacy Notice.

12.Governing Law and Venue — This Agreement and the Plan shall be governed

by, and construed in accordance with, the laws of the State of Delaware, United States of

America, without regard to conflict of laws principles thereof. For any dispute for which the

forum and venue are not fixed by your agreement to arbitrate with the Company, the exclusive

venue for any and all disputes arising out of or in connection with this Agreement shall be New

Castle County, Delaware, United States of America, and the courts sitting exclusively in New

Castle County, Delaware, United States of America shall have exclusive jurisdiction to

adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by

such courts and hereby irrevocably and unconditionally waives, to the fullest extent it may

legally and effectively do so, any objection that it may now or hereafter have to such laying of

venue (including the defense of inconvenient forum).

13.Effect of Invalid Provisions — If any of the promises, terms or conditions set

forth herein are determined by a court of competent jurisdiction to be unenforceable, any Units

that have not vested as described above will expire at that time and you agree to return to the

Company an amount of cash equal to the Fair Market Value of all Shares theretofore issued to

you pursuant to this Agreement, determined as of the date such Shares were issued.

14.Consent to Electronic Communications — You agree that the Company may

provide you with any communications associated with this award in electronic format. Your

consent to receive electronic communications includes, but is not limited to, all legal and

regulatory disclosures and communications associated with this award or notices or disclosures

about a change in the terms and conditions of this award.

15.Internal Revenue Code Section 409A — This Agreement is not intended to

constitute a “nonqualified deferred compensation plan” for purposes of Code Section 409A.

Neither you nor the Company shall have the right to accelerate or defer the vesting and/or

delivery of any Units if such action would cause this Agreement to be subject to Code Section

409A. The Company makes no representations or warranty and shall have no liability to you or

any other person if any provisions of or payments under this Agreement are determined to

constitute nonqualified deferred compensation subject to Code Section 409A, but not to satisfy

the conditions of that section. To the extent that the Committee determines that you would be

subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans

pursuant to Code Section 409A as a result of any provision of this Agreement, such provision

shall be deemed amended to the minimum extent necessary to avoid application of such

6

additional tax. The nature of such amendment shall be determined by the Committee. For

purposes of this Agreement, a termination of Employment only occurs upon an event that would

be a “Separation from Service” within the meaning of Code Section 409A.

16.Titles and Interpretation — Titles are provided herein for convenience only and

are not to serve as a basis for interpretation or construction of this Agreement. Defined terms

used in this Agreement shall apply equally to both the singular and plural forms thereof.

Whenever the context may require, any pronoun shall include the corresponding masculine,

feminine and neuter forms. The words “include,” “includes,” and “including” shall be deemed to

be followed by the phrase “without limitation.” The term “hereunder” shall mean this entire

Agreement as a whole unless reference to a specific section or provision of this Agreement is

made. Any reference to a section, subsection and provision is to this Agreement unless otherwise

specified.

17.Acceptance of Terms and Conditions — This award will not be effective and you

may not take action with respect to the Units or the Shares until you have acknowledged and

agreed to the terms and conditions set forth herein in the manner prescribed by the Company.

You should print a copy of this award and your Grant Summary for your records.

______________________________________________________________________________

Awarded subject to the terms and conditions stated above:

DELL TECHNOLOGIES INC.

By: _____________________________________________