**Exhibit 10.6**

 

**CHANGE OF CONTROL**

 

**AGREEMENT**

 

This AGREEMENT (this “Agreement”) by and between Electronic Data Systems Corporation, a Delaware corporation (the “Company”), andJeffrey M. Heller (the “Executive”), dated as of the 20th day of March, 2003 (the “AgreementEffective Date”). 

 

1. Obligations of the Company Upon aChange of Control. Upon the consummation of a Change of Control of the Company, the Company shall pay or provide to or in respect of the Executive the following amounts and benefits: 

 

(a) in a lump sum in cash within 10 days after the date of the Change of Control, an amount equal to the sum of (1) theExecutive’s unpaid Annual Base Salary through the date of the Change of Control, (2) any deferred compensation previously awarded to or earned by the Executive (together with any accrued interest or earnings thereon) and (3) any compensationfor unused vacation time for which the Executive is eligible in accordance with the plans, policies, programs and practices of the Company and its affiliated companies applicable to the Executive immediately prior to the Agreement Effective Date, ineach case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligation”); 

 

(b) to the extent not already paid, in a lump sum in cash equal to the sum of (x) the base salary the Executive would havereceived had the Executive remained employed by the Company until March 20, 2004 and (y) the guaranteed cash component of the Executive’s 2003 bonus as provided in the Employment Agreement, plus the Executive’s *pro rata* portion ofany cash amount payable under the Company’s 2003 Executive Bonus Plan in excess of the guaranteed cash component (the “Excess Cash Component”) (calculated using as the period of employment that period from January 1, 2003 through thedate of termination in 2003), provided that if the Excess Cash Component has not been determined on the date of payment of such guaranteed cash component, then the Company shall pay to the Executive the Excess Cash Component within two business daysafter the date that the Excess Cash Component is determined by the Company; and 

 

(c) to the extent not already vested, the 40,500 stock options, 150,000 restricted stock units (the “RSU Grant”) and 1,000,000 stock options (the “LTI Stock Option Grant”) granted to the Executiveunder the Employment Agreement shall immediately vest. The restrictions set forth in the Employment Agreement on sale applicable to the RSU Grant and the restrictions set forth in the Employment Agreement on exercise applicable to the LTI StockOption Grant shall continue to apply. 

 

2. Non-exclusivity ofRights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, 

 

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policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit orotherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan,policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the date a Change of Control of the Company is consummated shall be payable in accordance with such plan, policy,practice or program or contract or agreement except as such plan, policy, practice or program is superseded by this Agreement. 

 

3. Full Settlement. The Company’s obligation to make payments provided for in this Agreement and otherwise to perform its obligationshereunder shall not be affected by any set-off, counterclaim, recoupment, defense, mitigation or other claim, right or action which the Company may have against the Executive or others. The Company agrees to pay promptly as incurred, to the fullextent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liabilityunder, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any such payment pursuant to this Agreement), plus in each case interest on any delayed paymentat the Applicable Federal Rate provided for in Section 7872(f)(2)(A) of the Code. 

 

4. Certain Additional Payments by the Company. 

 

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any accelerated vesting, payment or distribution to or for the benefit of the Executive (whether paid or payableor distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a “Payment”) would be subject to the excise tax imposed bySection 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”),then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes),including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposedupon the Payments. Executive acknowledges that the Gross-Up Payment can be withheld from Executive by the Company and, instead, paid to the Internal Revenue Service on behalf of the Executive. 

 

(b) Subject to the provisions of Section 4(c), all determinations required tobe made under this Section 4, including whether and when Gross-Up 

 

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Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG (the“Accounting Firm”); provided, however, that the Accounting Firm shall not determine that no Excise Tax is payable by the Executive unless it delivers to the Executive a written opinion (the “Accounting Opinion”) that failure toreport the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. In the event that KPMG has served, at any time during the two years immediately preceding thedate of a Change in Control, as accountant or auditor for the individual, entity or group that is involved in effecting or has any material interest in the Change in Control, the Executive shall appoint another nationally recognized accounting firmto make the determinations and perform the other functions specified in this Section 4 (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by theCompany. Within 15 business days after the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company, the Accounting Firm shall make all determinations required under this Section 4,shall provide to the Company and the Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Accounting Firm determines that no Excise Tax is payable, shall deliver the AccountingOpinion to the Executive. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. Subject to the remainder of thisSection 4, any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firmhereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that it is ultimatelydetermined in accordance with the procedures set forth in Section 4(c) that the Executive is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpaymentshall be promptly paid by the Company to or for the benefit of the Executive. 

 

(c) The Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall begiven as soon as practicable but no later than 30 days after the Executive actually receives notice in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid;provided, however, that the failure of the Executive to notify the Company of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to the Executive under this Section 4 except to the extentthat the Company is materially prejudiced in the defense of such claim as a direct result of such failure. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to theCompany (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the 

 

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Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: 

 

(i) give the Company any information reasonably requested bythe Company relating to such claim; 

 

(ii) takesuch action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by theCompany and reasonably acceptable to the Executive; 

 

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and 

 

(iv) if the Company elects not to assume and control the defense of such claim, permit the Company to participate in any proceedingsrelating to such claim; 

 

provided, however, that the Company shall bear and paydirectly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interestand penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall have the right, at its sole option, to assumethe defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and mayeither direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initialjurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to theExecutive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or withrespect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount isclaimed to be due is limited solely to such contested amount. Furthermore, the Company’s right to assume the defense of and control the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder andthe Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 

 

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c), the Executive becomes entitled to receive any

 

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refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 4(c)) promptly pay to theCompany the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c), a determination is madethat the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination,then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 

 

5. Definitions. 

 

(a) As used in this Agreement, the terms set forth below shall have thefollowing respective meanings: 

 

“Affiliate” shallhave the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement. 

 

“Annual Base Salary” shall mean $1,000,000 or such other amount as may be set from time to time by the Company. 

 

“Associate” shall mean, with reference to any Person, (i) anycorporation, firm, partnership, association, unincorporated organization or other entity (other than the Company or a subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a generalpartner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee orin a similar fiduciary capacity and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person. 

 

“Beneficial Owner” shall mean, with reference to any securities, any Person if: 

 

(i) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, is the“beneficial owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement) such securities or otherwise has the right to vote or dispose of suchsecurities, including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any securityunder this subsection (i) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (x) arises solely from a revocable proxy or consent given in response to a public(*i.e.*, not including a solicitation exempted by Rule 14a- 

 

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2(b)(2) of the General Rules and Regulations under the Exchange Act) proxy or consent solicitation made pursuant to, and in accordance with, the applicableprovisions of the General Rules and Regulations under the Exchange Act and (y) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); 

 

(ii) such Person or any of such Person’s Affiliates andAssociates, directly or indirectly, has the right or obligation to acquire such securities (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to anyagreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the BeneficialOwner of, or to “beneficially own,” (A) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase orexchange or (B) securities issuable upon exercise of Exempt Rights; or 

 

(iii) such Person or any of such Person’s Affiliates or Associates (A) has any agreement, arrangement or understanding (whether or not in writing) with any other Person (or any Affiliate or Associate thereof)that beneficially owns such securities for the purpose of acquiring, holding, voting (except as set forth in the proviso to subsection (i) of this definition) or disposing of such securities or (B) is a member of a group (as that term is used inRule 13d-5(b) of the General Rules and Regulations under the Exchange Act) that includes any other Person that beneficially owns such securities; 

 

provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to“beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. For purposes hereof,“voting” a security shall include voting, granting a proxy, consenting or making a request or demand relating to corporate action (including, without limitation, a demand for a stockholder list, to call a stockholder meeting or to inspectcorporate books and records) or otherwise giving an authorization (within the meaning of Section 14(a) of the Exchange Act) in respect of such security. 

 

The terms “beneficially own” and “beneficially owning” shall have meanings that are correlative to this definition of the term“Beneficial Owner.” 

 

“Change of Control”shall mean any of the following occurring on or after the Agreement Effective Date: 

 

(i) Any Person (other than an Exempt Person) shall become the Beneficial Owner of 15% or more of the shares of Common Stock thenoutstanding or 15% or more of the combined voting power of the Voting Stock of 

 

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the Company then outstanding; provided, however, that no Change of Control shall be deemed to occur for purposes of this subsection (i) if such Person shallbecome a Beneficial Owner of 15% or more of the shares of Common Stock or 15% or more of the combined voting power of the Voting Stock of the Company solely as a result of (x) an Exempt Transaction or (y) an acquisition by a Person pursuant to areorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (x), (y) and (z) of subsection (iii) of this definition are satisfied; 

 

(ii) Individuals who, as of the Agreement Effective Date,constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Agreement Effective Date whose election, ornomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;provided, further, that there shall be excluded, for this purpose, any such individual whose initial assumption of office occurs as a result of any actual or threatened election contest that is subject to the provisions of Rule 14a-11 under theExchange Act; 

 

(iii) Approval by theshareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (x) more than 85% of the then outstanding shares of common stock of the corporation resultingfrom such reorganization, merger or consolidation and the combined voting power of the then outstanding Voting Stock of such corporation beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the BeneficialOwners of the outstanding Common Stock immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the outstandingCommon Stock, (y) no Person (excluding any Exempt Person or any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 15% or more of the Common Stock then outstanding or 15% or more ofthe combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 15% or more of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger orconsolidation or the combined voting power of the then outstanding Voting Stock of such corporation and (z) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidationwere members of the Incumbent Board at the time of the execution of the initial agreement or initial action by the Board providing for such reorganization, merger or consolidation; or 

 

(iv) Approval by the shareholders of the Company of (x) a complete liquidation or dissolution of theCompany, unless such liquidation or dissolution 

 

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is approved as part of a plan of liquidation and dissolution involving a sale or disposition of all or substantially all of the assets of the Company to acorporation with respect to which, following such sale or other disposition, all of the requirements of clauses (y)(A), (B) and (C) of this subsection (iv) are satisfied, or (y) the sale or other disposition of all or substantially all of the assetsof the Company, other than to a corporation, with respect to which, following such sale or other disposition, (A) more than 85% of the then outstanding shares of common stock of such corporation and the combined voting power of the Voting Stock ofsuch corporation is then beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such sale or other disposition in substantially thesame proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Common Stock, (B) no Person (excluding any Exempt Person and any Person beneficially owning, immediately prior to such sale or otherdisposition, directly or indirectly, 15% or more of the Common Stock then outstanding or 15% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 15% or more of the thenoutstanding shares of common stock of such corporation and the combined voting power of the then outstanding Voting Stock of such corporation and (C) at least a majority of the members of the board of directors of such corporation were members ofthe Incumbent Board at the time of the execution of the initial agreement or initial action of the Board providing for such sale or other disposition of assets of the Company. 

 

“Common Stock” shall mean the common stock, par value $.01 per share, of the Company. 

 

“Employment Agreement” shall mean that certain Letter Agreement,dated as of March 20, 2003, by and between the Company and the Executive. 

 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

 

“Exempt Person” shall mean any of the following: 

 

(i) the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Personorganized, appointed or established by the Company for or pursuant to the terms of any such plan; or 

 

(ii) the General Motors Hourly-Rate Employees Pension Plan for its Hourly Employees, or any trustee of or fiduciary with respect to suchplan (when acting in such capacity) (the “Hourly Plan”), unless and until, at any time when the Hourly Plan, together with all Affiliates thereof, is the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding or 15%or more of the combined voting power of the Voting Stock of the Company then outstanding, 

 

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(A) the Hourly Plan shall purchase or otherwise become the Beneficial Owner of any additional shares of Common Stock constituting 1% or more of the thenoutstanding shares of Common Stock or shares of Voting Stock of the Company representing 1% or more of the combined voting power of the then outstanding shares of Voting Stock or (B) any other Person or Persons who is or are the Beneficial Owner ofany shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or shares of Voting Stock of the Company representing 1% or more of the combined voting power of the then outstanding shares of Voting Stock of theCompany shall become an Affiliate of such Person. 

 

“ExemptRights” shall mean any rights to purchase shares of Common Stock or other Voting Securities of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Securities (*i.e.*, arenot transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Securities) except upon the occurrence of a contingency, whether such rights exist as of the Agreement Effective Date or are thereafterissued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise; provided, however, that from and after the date (the “Separation Date”) as of which such rights become separable from the underlyingshares of Common Stock or other Voting Securities, such rights shall only constitute “Exempt Rights” pursuant to this definition to the extent that they are beneficially owned by a Person that acquired such rights prior to the SeparationDate. 

 

“Exempt Transaction” shall mean an increase inthe percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares ofCommon Stock then outstanding due to the repurchase of Common Stock by the Company, unless and until such time as (A) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additionalshares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock or (B) any other Person (or Persons)who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding VotingStock shall become an Affiliate or Associate of such Person. 

 

“Person” shall mean any individual, firm, corporation, partnership, association, trust, unincorporated organization or other entity. 

 

“Voting Stock” shall mean, with respect to a corporation, all securities of such corporation of any class or series that are entitled to votegenerally in the election of directors of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred). 

 

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6. Successors. 

 

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignableby the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, executors and other legal representatives. 

 

(b) This Agreement shall inure to the benefit of and be binding upon theCompany and may only be assigned to a successor described in Section 6(c). 

 

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly andagree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbeforedefined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 

 

7. Miscellaneous. 

 

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict oflaws that would require the application of the laws of any other state or jurisdiction. 

 

(b) The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. 

 

(c) This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors andheirs, executors and other legal representatives. 

 

(d) Allnotices and other communications hereunder shall be in writing and shall be given, if by the Executive to the Company, by telecopy or facsimile transmission at the telecommunications number set forth below and, if by either the Company or theExecutive, either by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

 

If to Executive: 

 

Jeffrey M. Heller 

[address] 

 

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If to the Company:

Telecommunications Number: (972) 605-1926 

5400 Legacy Drive H3-1D-22 

Plano, Texas 75024 

Attention: Michael E.Paolucci 

                 Managing Director, GlobalCompensation & Benefits 

 

With a Copy to:

Electronic Data Systems Corporation 

5400Legacy Drive, H3-3C-47 

Plano, Texas 75024 

Telecommunications Number: (972) 605-5610 

Attention: Corporate Secretary 

 

or to such other address as either party shall have furnished to the other in writing inaccordance herewith. Notice and communications shall be effective when actually received by the addressee. 

 

(e) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of thisAgreement. 

 

(f) The Company may withhold from any amountspayable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. 

 

(g) The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreementor the failure to assert any right the Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 

 

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IN WITNESS WHEREOF, the Executive has hereunto set his/her hand and, pursuant to the authorization fromits Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. 

 
ELECTRONIC DATA SYSTEMS CORPORATION/S/    C. ROBERT KIDDER        **C. Robert Kidder****Chairman, Compensation and Benefits****Committee of the EDS Board of Directors**/S/    JEFFREY M. HELLER        **Jeffrey M. Heller**
 

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