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**Exhibit 10.7**

 

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** **

**AMENDED AND RESTATED 2003INCENTIVE PLAN**

**OF**

**ELECTRONIC DATA SYSTEMS CORPORATION**

 

**NONQUALIFIED STOCK OPTIONAWARD AGREEMENT**

**DATED DECEMBER 4, 2007**

**  **

 

## Michael H. Jordan

 

 

Pursuant to the terms of the Amended and Restated 2003Incentive Plan of Electronic Data Systems Corporation, you have been awarded astock option right to acquire EDS Common Stock, subject to the terms andconditions described in this agreement:

 

STOCK OPTIONS GRANTED

 

255,000

 

STOCKOPTION GRANT PRICE

 

$19.905

 

This grant is made pursuant to the Nonqualified StockOption Award Agreement dated as of December 4, 2007, between EDS and you, which Agreement is attached hereto and madea part hereof.

 

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**AMENDED AND RESTATED 2003 INCENTIVE PLAN**

**OF**

**ELECTRONIC DATA SYSTEMS CORPORATION**

**NONQUALIFIED STOCK OPTION AWARD AGREEMENT**

 

ThisNonqualified Stock Option Award Agreement (herein called the"Agreement") is made and entered into effective as of December 4, 2007(the "Date of Grant"), by and between Electronic Data Systems Corporation, aDelaware corporation ("EDS" or the "Company") and the employee ofEDS  (or any of its subsidiaries) whoseprinted name is set forth on the cover page and whose printed name andsignature are set forth on the signature page of this Agreement("Grantee").  Except as defined herein, capitalized terms shall havethe same meaning ascribed to them under the Amended and Restated 2003 IncentivePlan of Electronic Data Systems Corporation, as from time to time amended (the"Plan").  To the extent that any provision of this Agreement conflicts with theexpress terms of the Plan, it is hereby acknowledged and agreed that the termsof the Plan shall control and, if necessary, the applicable provisions of thisAgreement shall be hereby deemed amended so as to carry out the purpose andintent of the Plan.* *

***1.         Award of Option.*** In order to encourageGrantee's contribution to the successful performance of the Company, Grantee'sagreement not to disclose confidential and proprietary information relating toEDS and/or its clients, and in consideration of the performance of futureservices of Grantee to the Company, EDS hereby awards to Grantee as of the Dateof Grant, pursuant to the terms of the Plan and this Agreement, an option (the"Option") to purchase from EDS, at $19.905 per share (the "Option Price"), thatnumber of shares of EDS Common Stock set forth on the cover page of thisAgreement****(the "Option Shares").  The Option Price and Option Shares aresubject to adjustment pursuant to Paragraph 9 below.  The Grantee herebyacknowledges and accepts such grant and agrees to accept the Option and ifexercised, acquire shares of EDS Common Stock covered thereby, upon such termsand subject to such conditions, restrictions and limitations contained in thisAgreement and the Plan.

**2.        *Vesting; Conditions to Exercise****.*

(a)        Subject to termination of the Optionor the earlier vesting of the Option Shares pursuant to this Agreement or thePlan, on the Vesting Date (as hereinafter defined), Grantee shall become vestedin one-hundred percent (100%) of the total number of Option Shares, whichshall then be considered Vested Option Shares (as defined below), and withGrantee able to purchase shares of Common Stock covered by such VestedOption Shares.  

(b)        Except as otherwise provided in Paragraph3 below, Grantee is entitled to purchase at any time or from time to timeshares of Common Stock covered by Vested Option Shares beginning on the date onwhich such Option Shares become Vested Option Shares and ending at 2:30 P.M.,Plano, Texas time, on the fourth (4th) anniversary of the Date ofGrant.  

(c)        The Option shall be consideredexercised as to all or a portion of the Vested Option Shares on the firstbusiness day on which both (i) and (ii) below have occurred:

(i)          Receiptof notice by the EDS Stock Plans Administration or a designated administrativeagent specifying, among other things, the number of Vested Option Shares to be exercised;and

(ii)        Payment to EDS of the Option Pricefor each Vested Option Share to be purchased in cash or by means of tenderingEDS Common Stock owned by the Grantee or a combination thereof, provided thatsuch owned shares of EDS Common Stock (x) are freely transferable and (y) havebeen owned by the Grantee for at least six-months prior to the tender thereof.

(d)        In all cases, exercise of the Optionmust comply with applicable law.

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**3.        *Effect of Certain Events. ***

(a)        Except as provided in the Grantee's currentChange of Control Employment Agreement (or pursuant to the terms of any subsequentchange of control employment agreement), if Grantee's employment withthe Company is terminated prior to the Vesting Date involuntarily for Cause orby voluntary termination without the consent of the EDS Board of Directors, then the Option andGrantee's right to continue to vest in the Option Shares granted hereunder shallterminate, without any payment of consideration by the Company to Grantee,unless expressly determined otherwise by the Committee, in its sole, absoluteand unfettered discretion.

(b)        If Grantee's employment with the Company isterminated prior to the Vesting Date by voluntary termination with the consentof the EDS Board of Directors, then the Option and Grantee's right to continueto vest in the Option Shares granted hereunder shall continue to vest asdescribed in Paragraph 2(a) above as if the Grantee had remained employed bythe company and until such time as the Option Shares expire as described inParagraph 2(b) above.

(c)        If Grantee's employment with theCompany is involuntarily terminated prior to the Vesting Date, then, a pro rataamount of the Option Shares shall be considered to become immediately andunconditionally Vested Option Shares without regard to Paragraph 2 above, whichwill be determined by multiplying the number of Options Shares granted by afraction (not to exceed 1.0), the numerator of which shall be the number ofcomplete months between the Date of Grant and the date of the applicable separationevent, and the denominator being twelve (12).  The Grantee may purchasesome or all of the Vested Option Shares that exist as of and on Grantee'semployment termination date for the two-year period commencing on the date ofthe termination.

(d)        Without limitation to Grantee'srights under his currentChange of Control Employment Agreement (or pursuant to the terms of any subsequentchange of control employment agreement), if Grantee's employment with theCompany is terminated prior to the Vesting Date because of death or TotalDisability, thena pro rata amount of the Option Shares shall be considered to becomeimmediately and unconditionally Vested Option Shares without regard toParagraph 2 above, by multiplying the number of Option Shares granted by afraction (not to exceed 1.0), the numerator of which shall be the number ofcomplete months between the Date of Grant and the date of the applicable event,and the denominator being twelve (12).  The Grantee or the Beneficiary (if any), or therepresentative of Grantee's estate may purchase some or all of the VestedOption Shares that exist as of and on Grantee's employment termination date forthe two-year period commencing on the date of the termination. 

(e)        If Grantee's employment with theCompany is terminated voluntarily with the consent of the EDS Board ofDirectors during the period commencing on the Vesting Date and ending at 2:30P.M., Plano, Texas time, on the fourth (4th) anniversary of the Date of Grant, then Granteeshall be entitled to purchase that number of outstanding Vested Option Sharesthat exist as of and on Grantee's employment termination date at any time orfrom time to time until the fourth (4th) anniversary of the Date of Grant.

(f)        If Grantee's employment with the Companyis terminated involuntarily without Cause or by reason of death or TotalDisability during the period commencing on the Vesting Date and ending at 2:30P.M., Plano, Texas time, on the fourth (4th) anniversary of the Date of Grant, then Granteeor the Beneficiary (if any), or the representative of Grantee's estate shall beentitled to purchase that number of outstanding Vested Option Shares that existas of and on Grantee's employment termination date at any time or from time totime for the shorter of (i) the two-year period commencing on the date of thetermination, or (ii) the period ending at 2:30 P.M., Plano, Texas time, on the fourth(4th) anniversary of theDate of Grant.

(g)        If Grantee's employment with the Companyis terminated voluntarily without the consent of the EDS Board of Directors orinvoluntarily for Cause during the period commencing on the Vesting Date andending at 2:30 P.M., Plano, Texas time, on the fourth (4th) anniversary of theDate of Grant, then Grantee shall be entitled to purchase that number ofoutstanding Vested Option Shares that exist as of and on Grantee's employmenttermination date at any time or from time to time for the shorter of (i) theninety (90) day period commencing on the date of the termination, or (ii) theperiod ending at 2:30 P.M., Plano, Texas time, on the fourth (4th) anniversary of theDate of Grant.

 

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(h)        In the event of a Change of Control,the Grantee's separate Change of Control Employment Agreement shall govern with respect todetermining the effect of such change of control on the Option Sharesgranted pursuant to this agreement.

(i)         If Grantee's employment with theCompany is not terminated, but the scope thereof is voluntarily modified as aresult of a leave of absence, reduction in work hours below that typicallyexpected of a full-time employee or similar modification, then, unlessexpressly determined otherwise by the Committee in its sole discretion, the Optionsshall cease to vest pursuant to Paragraph 2 above on any Vesting Dateduring the period that such modification of employment remains in effect. Vesting shall resume after Grantee returns to work hours expected of afull-time employee, with the appropriate number of Options becoming vested asif the Grantee had not had a reduction in work hours.

***4.         Restrictions on Transfer***.  Except as provided in Section 14 of the Plan, theOption granted hereunder to Grantee may not be sold, assigned, transferred,pledged or otherwise encumbered, whether voluntarily or involuntarily, byoperation of law or otherwise.  Consistent with the foregoing and except ascontemplated by Paragraph 5 below, no right or benefit under thisAgreement shall be subject to transfer, anticipation, alienation, sale,assignment, pledge, encumbrance or charge, whether voluntary, involuntary, byoperation of law or otherwise, and any attempt to transfer, anticipate,alienate, sell, assign, pledge, encumber or charge the same shall be void.  Noright or benefit hereunder shall in any manner be liable for or subject to anydebts, contracts, liabilities or torts of the person entitled to suchbenefits.  If Grantee or Grantee's Beneficiary (if any) after Grantee's deathshall become bankrupt or attempt to transfer, anticipate, alienate, assign,sell, pledge, encumber or charge any right or benefit hereunder other than ascontemplated by Paragraph 5 below, or if any creditor shall attempt to subjectthe same to a writ of garnishment, attachment, execution, sequestration or anyother form of process or involuntary lien or seizure, then such right orbenefit shall cease and terminate.

***5.         Beneficiary Designations***.  Grantee may file with the EDS Stock PlansAdministration Department, on such form as may be prescribed by EDS, adesignation of one or more beneficiaries (each, a "Beneficiary") to whom theright to exercise the Option shall pass in the event of the death of Grantee. Grantee shall have the right to change the Beneficiary or Beneficiaries fromtime to time; provided, however, that any change shall not become effectiveuntil received in writing by the EDS Stock Plans Administration Department or adesignated administrative agent.  If there is no effective Beneficiarydesignation on file at the time of Grantee's death, or if the designatedBeneficiary or Beneficiaries have all predeceased Grantee, the right toexercise the Vested Option Shares and to purchase shares of Common Stock shallbe determined in accordance with applicable law.

***6.         Withholding Tax Requirements***.  To the extent that the grant, delivery, vesting, orexercise of this Option or the disposition of shares of Common Stock acquiredby exercise of this Option, or any other occurrence, creates a withholdingobligation in respect of tax or a similar liability pursuant to this agreement,EDS shall have the right to withhold shares of stock or take such other actionsnecessary to satisfy applicable tax withholding obligation or otherrequirements as provided under the terms of the Plan.

***7.         Sale and Issuance of EDS Common Stock.***  Grantee agrees that Grantee shall not sell theVested Option Shares and that EDS shall not be obligated to issue or deliverany shares of EDS Common Stock if counsel to EDS determines that such sale issuance,or delivery would violate any applicable law or any rule or regulation of anygovernmental authority or any rule or regulation of, or agreement of EDS with,any securities exchange or association upon which EDS Common Stock is listed orquoted.  Instead, such shares shall beissued and, if requested, delivered to Grantee as soon as EDS reasonablyanticipates that issuance and/or delivery, as applicable, will not violate suchlaws or any rule or regulation of a stock exchange on which the shares arelisted.  EDS shall in no event beobligated to take any affirmative action in order to cause the issuance or deliveryof shares of EDS Common Stock to comply with any such law, rule, regulation oragreement.  Subject to the foregoing and upon written request of Grantee, the EDSStock Plans Administration Department shall cause delivery of such shares ofEDS Common Stock which Grantee is entitled to receive pursuant to thisAgreement, provided, however, that the Company shall not be required to delivershares of such EDS Common Stock until Grantee has complied with his or herobligations to satisfy the applicable withholding tax requirements pursuant toParagraph 6 above.

 

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***8.         Prerequisites to Benefits. ***Neither Grantee nor any person claiming throughGrantee shall have any right or interest in the Option awarded hereunder,unless and until all of the terms, conditions and provisions of this Agreementand the Plan which affect Grantee or such other person shall have been compliedwith as specified herein and therein.  Grantee acknowledges that as a conditionto receipt of the grant made hereunder, Grantee shall have delivered to theCompany an executed copy of this Nonqualified Stock Option Award Agreement andan executed Equity Related Agreement(hereinafter defined) if a current version of such Equity Related Agreement isnot already on file as determined by the sole discretion of the Committee.

***9.         No Rights as a Stockholder Prior toExercise; No Payment of Dividends or Dividend Equivalents; Adjustments.***

(a)        Grantee shall not have any right,title or interest in, or be entitled to vote or receive distributions inrespect of, or otherwise be considered the owner of, any of the Option Sharescovered by the Option unless and until Grantee has purchased the shares ofCommon Stock covered by Vested Option Shares in accordance with the terms ofthis Agreement and has complied with the other applicable provisions of thisAgreement and the Plan, including Paragraph 6.

(b)        The Option shall be subject toadjustment (including, without limitation, as to the number of Option Sharesand Option Price per share) in the sole discretion of the Board of Directors ofEDS and in such manner as the Board of Directors of EDS may deem equitable andappropriate in connection with the occurrence of any of the events described inSection 15 of the Plan following the Date of Grant.

***10.        Certain Definitions*.**  Forpurposes of this Agreement, the following additional definitions shall be applicable:

*"Equity Related Agreement"*shall mean an agreement between the Company and the Grantee associated with thegrant of Option Shares evidenced by this Agreement which contains terms,condition and provisions regarding one or more of (a) competition by theGrantee with the Company; (b) maintenance of confidentiality of the Company'sand/or clients' information; and (c) such other matters deemed necessary,desirable or appropriate by the Company for such an agreement in view of therights and benefits conveyed in connection with the grant evidenced by thisAgreement.

*"Total Disability"*shall be determined byregulation of the Committee from time to time in its sole discretion.

*"Vested Option Shares"* shall mean shares ofEDS Common Stock the Grantee is entitled to receive upon exercise of the Optionand fulfillment of any other terms and conditions applicable to the Granteeunder this Agreement and/or the Plan. 

*"Vesting Date"*shall mean December 4, 2008 so long as the New York Stock Exchange shall beopen for trading on such date (or on the preceding business day if there shallhave been no trading on the Vesting Date), unless otherwise provided for inParagraph 2 or Paragraph 3 above.

***11.        MiscellaneousProvisions.**** *Forpurposes of this Agreement, the following miscellaneous provisions shall beapplicable:

*(a)        Receipt and Review of the Amended andRestated 2003 Incentive Plan of Electronic Data Systems Corporation Prospectus*.  Grantee acknowledgesreceipt of a copy of the Plan Prospectus relating thereto and to the CommonStock.  Grantee further acknowledges notice of the terms, conditions,restrictions and limitations contained in the Plan and acknowledges therestrictions set forth in this Agreement.

 

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*(b)        Conflicts*.  The Company andGrantee agree to be bound by all of the terms, conditions, restrictions andlimitations of the Plan which shall be amended from time to time in accordancewith the terms thereof, but no such amendment shall, without Grantee's consent,adversely affect the rights specifically granted Grantee hereunder.

*(c)        Compliance withSection 409A of the Internal Revenue Code*.  Notwithstanding anyprovision in this Agreement to the contrary, this Agreement will be interpretedand applied so that the Agreement does not fail to meet, and is operated inaccordance with, the requirements of Section 409A of the Internal RevenueCode.

*(d)        Successors and Assigns.*  This Agreement shallbind and inure to the benefit of and be enforceable by Grantee, the Company andtheir respective permitted successors and assigns (including personalrepresentatives, heirs and legatees), except that Grantee may not assign anyrights or obligations under this Agreement except to the extent and in themanner expressly permitted herein.  From and after the death of Grantee, theterm "Grantee" shall be deemed to include the Beneficiary of Grantee (if any)or the Grantee's estate.

*(e)        Notices*.  Any notice under thisAgreement to the Company shall be addressed to EDS Stock Plans Administration Departmentat 5400 Legacy Drive, Plano, Texas 75024-3199 and any notice to Grantee shallbe addressed to Grantee at the address listed within the Company employeerecords.  However, either party may at any time notify the other in writing ofa new address for such purpose.

*(f)         Severability*.  If any provision ofthis Agreement for any reason should be found by any court of competentjurisdiction to be invalid, illegal or unenforceable, in whole or in part, suchdeclaration shall not affect the validity, legality or enforceability of anyremaining provision or portion thereof, which remaining provision or portionthereof shall remain in full force and effect as if this Agreement had beenentered into with the invalid, illegal or unenforceable provision or portionthereof eliminated.

*(g)        Headings*.  The headings,captions and arrangements utilized in this Agreement shall not be construed tolimit or modify the terms or meaning of this Agreement.

*(h)        Equitable Relief*.  The Company shall beentitled to enforce the terms and provisions of this Agreement by an action forinjunction or specific performance or an action for damages or all of them, andany such action, including an action seeking specific performance or injunctiverelief, may be brought in Plano, Collin County, Texas.

*(i)         Governing Law; Jurisdiction*.  This Agreement shallbe governed by and construed and enforced in accordance with the laws of theState of Delaware.  Any action, suit or proceeding arising out of any claimagainst the Company under this Agreement shall be brought exclusively in thefederal or state courts located in the state in which the Company has itsprincipal business headquarters.

*(j)         Determinations by Committee.*  All references in thisAgreement to determinations to be made by the Committee shall be deemed toinclude determinations by any person or persons to whom the Committee maydelegate such authority in accordance with the rules adopted thereby. Notwithstanding anything contained in this Agreement to the contrary, theCommittee has complete discretion as to whether or not to make anydeterminations hereunder, and to the extent it or its delegate does so make anydeterminations, such determinations are final.

*(k)        No Liability*.  No member of theCommittee or any other person to whom the authority has been delegated shall beliable for anything done or omitted to be done by him or her, by any member ofthe Committee, or by any officer of the Company in connection with theperformance of any duties or responsibilities under the Plan or this Agreement,except for his or her own willful misconduct or as expressly provided byapplicable law.

 

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*(l)         Validity of Agreement*.  This Agreement shallbe valid, binding and effective upon EDS on the Date of Grant.  However, thegrant contained in this Agreement shall be forfeited by the Grantee and thisAgreement shall have no force and effect if it is not duly executed (whethermanually and/or by electronic signature acceptable to EDS) by the Granteewithin 60 days of the Date of Grant.

*(m)       EmploymentRelationship*.Notwithstanding any other provisions of this Agreement and unless contrary toapplicable law or the terms of a written contract executed by an officer ofEDS, employment with EDS is for an indefinite term and may be ended, with orwithout cause, at any time by either the Grantee or EDS, with or withoutprevious notice.  Nothing in this document will be construed to oblige EDS tocontinue Grantee's employment for any particular time or under any particularterms and conditions of employment.  

*(n)*        *Acquired Rights Waiver.* Grantee understands that underthe Plan, grants of stock options are made at the complete discretion of EDSpursuant to the Plan.  Grantee understands that the Committee has completeauthority to administer, construe and interpret the Plan, establish rules andregulations concerning the Plan, and perform all other acts deemed reasonableand proper in that regard, including the power to delegate to others theauthority to assist in the administration of the Plan.  Grantee understandsthat Grantee does not acquire any additional rights as a result of beingeligible to participate in the Plan or deciding to exercise Grantee's stockoptions.  Grantee does not expect that any future grants will be made under thePlan, or any other plan, nor does Grantee expect that the benefits accruingunder the Plan will be reflected in any severance, overtime, benefit,retirement or indemnity payments that EDS or any affiliate or subsidiary maymake to Grantee in the future.  Grantee has been provided with a description ofthe Plan, and Grantee has read that description.  Grantee fully understands his/herrights under the Plan, and in particular that stock options granted under thePlan are non-transferable, except as provided under Section 14 of the Plan and Paragraph4 of this Agreement.  The offer to participate in the Plan does not constitutean acquired right. Grantee acknowledges and agrees that the stock option grant madehereunder is not part of Grantee's current employment compensation and thatneither eligibility for, nor participation in, the Plan guarantees any right to future employment with EDS or any of itssubsidiaries or affiliates.

(*o*)        *Data Protection Waiver/DataPrivacy Waiver.*Grantee understands and consents to EDS, or its agents orindependent contractors appointed to administer the Plan, obtaining andprocessing personal information of Grantee's relevant to the effectiveadministration of the Plan and also consents that such personal information maybe transmitted outside of the country of Grantee's employment and/or residenceas appropriate for EDS business purposes in the administration of the Plan.

This NonqualifiedStock Option Award Agreement dated as of December 4, 2007 has been delivered toGrantee pursuant to resolutions approved by the EDS Compensation and BenefitsCommittee of the EDS Board of Directors and can be accepted only by thesignature of the Grantee and timely delivery thereof to EDS in accordance with Paragraph11(l) of this Agreement.

GRANTEE:                                                          

 

/S/MICHAEL H. JORDAN                                   

MichaelH. Jordan                                                 

 

 

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