AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENT
This Amendment, Assumption and Acknowledgment Agreement (the “ Agreement ”) is entered into by and
between Dell Inc., a Delaware corporation (the “ Company ”), Dell Trinity Holdings Corp., a Delaware
corporation (“ Acquisition Sub ”) and Adriel Lares (“ Executive ” and, together with the Company and
Acquisition Sub, the “ Parties ”), effective as of and contingent upon the Appointment Time (as defined below).
WHEREAS , Company, Acquisition Sub and 3Par Inc., a Delaware corporation (“ 3Par ”), expect to enter
into an Agreement and Plan of Merger (the “ Merger Agreement ”).
WHEREAS , upon the “ Appointment Time ” (as defined in the Merger Agreement), 3Par will become a
majority-owned subsidiary of the Company, and upon the consummation of the Merger (as defined in the Merger
Agreement) contemplated by the Merger Agreement, 3Par will become a wholly-owned subsidiary of the
Company, all upon the terms and subject to the conditions set forth in the Merger Agreement.
WHEREAS , Executive and 3Par entered into a Management Retention Agreement entered into as of
May 20, 2005 and amended and restated as of December 19, 2008 (the “ Management Retention
WHEREAS , Executive, the Company and Acquisition Sub desire to acknowledge and agree that, effective
as of and contingent upon the occurrence of the Appointment Time, Acquisition Sub, as successor to 3Par, shall
assume all rights and obligations of 3Par pursuant to the Management Retention Agreement.
NOW THEREFORE , in consideration of the promises made herein, the Parties hereby agree as follows:
1. Assumption . The Parties hereby agree that, as of the Appointment Time, Acquisition Sub, as successor to
3Par, hereby assumes Executive’s Management Retention Agreement. As a result of such assumption,
Acquisition Sub hereby assumes all obligations of 3Par under such agreement in the same manner and to the