# Exhibit 10.1

 

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# Overview

The EDS Compensation Plan for Non-Employee Directors isdesigned to recognize and reward the important contributions you make as aBoard member guiding and directing the company.

Your compensation as a Non-Employee Director is awarded asan all-inclusive annual retainer, plus an additional annual committeechairperson retainer if you chair one of EDS' three standing committees. Yourannual retainer (and committee chairperson retainer, if applicable) will bedelivered to you in two components - a cash component (that can be paid in theform of cash and/or equity at your election) and an equity component (that mustbe taken in the form of equity). Payment is made at the beginning of each Boardyear, typically at or following the annual shareholders' meeting.

If your tenure as a Non-Employee Director should end forany reason prior to the completion of 24 months of Board service (except as aresult of death or disability), your compensation (cash, restricted stock, anddeferred compensation) will be prorated for the Board year in which yourservice ends, and any overpayment must be returned to EDS. The overpayment willbe determined based on the number of full months you served during the Boardyear. In the event of your death or disability, your compensation will not beprorated, and any unvested equity will immediately vest.

# Annual Retainer

Your annual retainer is as follows:

•  ***Cash Component:*** You willreceive a cash retainer of $200,000 per Board year. You can choose to receiveyour cash retainer in any combination of (i) a lump-sum cash payment, (ii) agrant of EDS restricted stock, or (iii) you can elect to defer receipt untilafter your service as an EDS Director has ended. You are encouraged to receiveat least one-half of your cash retainer in the form of EDS equity, enabling youto more closely align your interests with those of our shareholders.  

•  ***Equity Component:*** Youwill receive an equity retainer of $50,000 per Board year. You can choose toreceive your equity retainer in any combination of (i) a grant of EDSrestricted stock, or (ii) you can elect to defer an amount into the EDSDeferred Compensation Plan for Non-Employee Directors ("Deferred CompensationPlan"), but only into the Phantom Stock Account.  

# Annual Committee Chairperson Retainer

If you serve as the chairperson of one of the Board'sthree standing committees, your annual committee chairperson retainer is asfollows:

•  ***Cash Component:*** You willreceive a cash retainer of $15,000 per Board year. You can choose to receiveyour cash retainer in any combination of (i) a lump-sum cash payment, (ii) agrant of EDS restricted stock, or (iii) you can elect to defer receipt untilafter your service as an EDS Director has ended. You are encouraged to receiveat least one-half of your cash retainer in the form of EDS equity, enabling youto more closely align your interests with those of our shareholders.  

•  ***Equity Component:*** Youwill receive an equity retainer of $5,000 per Board year. You can choose toreceive your equity retainer in any combination of (i) a grant of EDSrestricted stock, or (ii) you can elect to defer an amount into the DeferredCompensation Plan, but only into the Phantom Stock Account.

 

 

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# Alternative Compensation Forms

Following is a more detailed description of thealternatives you have to receive your compensation:

**1. Lump-Sum Cash Payment (Cash Component only)**

You may receive your cash retainer as a lump-sum paymentat the commencement of the Board service year, which occurs at each annualshareholders' meeting.

**2. Restricted EDS Common Stock**

***Cash Component:*** You may choose to convertyour cash retainer into restricted shares of EDS common stock with a 110percent face value (i.e., the number of shares awarded will be determined bymultiplying the elected amount by 110 percent and then dividing that amount bythe grant price). 

***Equity Component:*** Unless you elect to deferyour equity retainer into the Deferred Compensation Plan as described below,you will receive your equity retainer as restricted shares of EDS common stock.In either case, the retainer will be awarded with a 100 percent face value(i.e., the number of shares awarded will be determined by dividing the amountof the equity retainer by the grant price).

The grant price for any compensation received asrestricted shares of EDS stock during the 2008-2009 Board year will bedetermined by averaging the high and low trading price of EDS stock on May 1,2008. Vesting occurs over three years, with one-third vesting each year on orabout the anniversary of the grant date. The value of your vested shares willbe taxable as income to you on the vesting date and will be reported annuallyon IRS Form 1099. Upon vesting, shares are held on account at The Bank of NewYork (BNY), the transfer agent for EDS. You will receive dividends on all ofyour vested and unvested restricted shares at the same time dividends are paidto shareholders. 

**3. EDS Deferred Compensation Plan for Non-EmployeeDirectors**

You may elect to defer any cash or equity compensationinto the Deferred Compensation Plan, which enables you to defer receipt ofpayment (and taxes) until after your service as an EDS Director has ended. 

The Plan offers two accounts in which you may invest yourdeferred compensation: the Interest-Bearing Account and the Phantom Stock Account.You may choose to defer your compensation into one or both accounts, inwhatever combination you decide.

•  **Interest-Bearing Account (Cash Component only)**Deferrals into this account will be creditedat 100 percent of the face value of the deferred compensation on May 1, 2008,and will earn interest that is compounded monthly and credited to the accounton the last day of each month. The interest rate is an annual rate establishedby multiplying the Federal Long-term Rate in effect for January by 120 percentand is adjusted each calendar year. For example, the rate used for 2007 was 5.7percent.

•  **Phantom Stock Account*****Cash Component:*** Cash deferralsinto this account will be converted into phantom stock units of EDS commonstock and will be credited at 110 percent of the face value of the deferredcompensation. ***Equity Component:***Deferrals into this account will be converted intophantom stock units of EDS common stock and will be credited at 100 percent ofthe face value of the deferred compensation.

 

 

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The number of phantom stock units credited to your accountis determined using the average of the high and low trade price of EDS stock onMay 1, 2008. Additional phantom stock units will be credited to your accountrepresenting dividend equivalents on your phantom stock units at the same timedividends are paid to shareholders. 

Your account balance in the Plan will be distributed toyou as a cash payment that will commence six months after your service as anEDS Director has ended. The cash payment will represent the fair market valueof your account balance (both the interest-bearing and phantom stock accounts)on your last day of service as an EDS Director, plus accrued interest throughthe payment date. Your account balance will be distributed to you in accordancewith your irrevocable distribution election on file, payable in one of thefollowing distribution methods:

1.  Lump-sum payment, 

2.  Three annual installments, or 

3.  Five annual installments.

# Stock Ownership Guidelines

Holding equity in EDS closely aligns your interests withthose of our shareholders. As a Non-Employee Director, you are expected toachieve and maintain a stock ownership level equivalent to two times yourAnnual Retainer ($500,000 or $540,000 for a committee chair) during your Board service.You have until the beginning of the 2009-2010 Board year, or five years fromyour election to the Board (whichever is later), to achieve this stockownership level. You have many ways to accumulate EDS equity. The value of yourEDS equity holdings will include: 

•  Shares held outright 

•  Phantom stock units 

•  Restricted stock awards 

•  In-the-money value of stockoptions

Your stock ownership will be reviewed and reported to youduring each annual election period. Although these guidelines establish a minimumexpectation of EDS stock ownership, you are encouraged to increase your EDSstock ownership beyond this guideline.

# For Additional Information

If you have any questions, please contact Michael E.Paolucci, Vice President, Global Compensation and Benefits, at 972 605 1646. 

 

 

 

EDS and the EDS logo are registered trademarks ofElectronic Data Systems Corporation. All other brand or product names aretrademarks or registered marks of their respective owners. EDS is an equalopportunity employer and values the diversity of its people. Copyright © 2007Electronic Data Systems Corporation. All rights reserved. 11/2007 7GCPH8118

 

 

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