exv10w9



 







Exhibit 10.9




PEROT SYSTEMS CORPORATION

2001 LONG-TERM INCENTIVE PLAN

(As Amended through March 22, 2006)





	1.	 	Purposes of the Plan.






     The purposes of this Plan are to provide an incentive to eligible employees, officers,
independent consultants, directors who are also employees or consultants, and advisors of
the Company whose present and potential contributions are important to the continued success
of the Company; to encourage ownership in the Company by key personnel whose long-term
employment is considered essential to the Company’s continued progress; and to enable the
Company to continue to enlist and retain the best available personnel to contribute to the
success of the Company’s business and, thereby, to encourage Participants to act in the
stockholders’ interest and share in the Company’s success.




	2.	 	Definitions.






As used herein, the following definitions shall apply:




	 	(a)	 	“Administrator” means the Board or any of its Committees administering the Plan
in accordance with Section 4 of the Plan.
	 
	 	(b)	 	“Affiliate” means an entity with whom the Company would be considered a single
employer under Code Sections 414(b) or 414(c); provided, however, that for purposes of
determining a controlled group of corporations under Code Section 414(b) and of
determining trades or businesses (whether or not incorporated) that are under common
control for purposes of Code Section 414(c), the phrase “at least 50% shall be
substituted for the phrase “at least 80%” everywhere it appears in Code Sections
1563(a)(1), (2) and (3) and in treasury regulation 1.414(c)-2. In addition, where the
use of Common Stock for a stock grant under this Plan is based upon legitimate business
criteria, the phrase “at least 20% shall be substituted in each place noted above. The
Administrator may designate a different permissible ownership threshold percentage, but
such percentage may not be made effective for at least 12 months after adoption of such
change and the same designation must apply to all compensatory stock plans of the
Company subject to Code Section 409A.
	 
	 	(c)	 	“Applicable Laws” means the legal requirements relating to the administration
of stock plans under U.S. federal, state and local corporate, securities and tax laws
and regulations, the New York Stock Exchange or any other stock exchange or quotation
system on which the Common Stock is listed or quoted and the analogous applicable laws
of any country or jurisdiction where Awards are granted under the Plan.





 









 






	 	(d)	 	“Award” means a Cash Award, Stock Award, Stock Appreciation Right or Option
granted to a Participant in accordance with the terms of the Plan.
	 
	 	(e)	 	“Award Agreement” means an instrument or agreement, in written or electronic
form, between the Company and an Awardee evidencing the terms and conditions of an
individual Award which instrument or agreement may, but need not, be executed or
acknowledged by the Awardee. The Award Agreement is subject to the terms and conditions
of the Plan.
	 
	 	(f)	 	“Awardee” means the holder of an outstanding Award.
	 
	 	(g)	 	“Board” means the Board of Directors of the Company.
	 
	 	(h)	 	“Cash Awards” means cash awards granted pursuant to Section 13 of the Plan.
	 
	 	(i)	 	“Code” means the United States Internal Revenue Code of 1986, as amended.
	 
	 	(j)	 	“Committee” means a committee of Directors appointed by the Board in accordance
with Section 4 of the Plan.
	 
	 	(k)	 	“Common Stock” means the Class A common stock of the Company.
	 
	 	(l)	 	“Company” means Perot Systems Corporation, a Delaware corporation, or any
successor entity.
	 
	 	(m)	 	“Consultant” means any person, including an advisor, engaged by the Company or
a Subsidiary to render bona fide services (provided that such services are not provided
in connection with the offer and sale of securities in capital-raising transactions) to
such entity or any person who is an advisor, director or consultant of an Affiliate.
	 
	 	(n)	 	“Director” means a member of the Board who is also an Employee or Consultant.
	 
	 	(o)	 	“Employee” means a regular employee of the Company, any Subsidiary or any
Affiliate, including Officers and Directors, who is treated as an employee in the
personnel records of the Company, any Subsidiary or any Affiliate for the relevant
period, but shall exclude individuals who are classified by the Company, any Subsidiary
or any Affiliate as (A) leased from or otherwise employed by a third party; (B)
independent contractors; or (C) contingent, intermittent or temporary, even if any such
classification is changed retroactively as a result of an audit, litigation or
otherwise. A Participant shall not cease to be an Employee solely as the result of (i)
any leave of absence approved by the Participant’s Employer, subject to the provisions
of Section 6(b), or (ii) transfers between locations of the Participant’s Employer or transfers of the Participant’s





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 2 of 25
	 	 






 









 






	 	 	 	employment among the
Company, any Subsidiary or any Affiliate. Neither service as a Director nor payment
of a director’s fee by the Company shall be sufficient to constitute “employment” by
the Company.
	 
	 	(p)	 	“Employer” means, with respect to an Awardee on the relevant date, the Company
or any Subsidiary or Affiliate of which Awardee is an Employee or to which Awardee is a
Consultant.
	 
	 	(q)	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
	 
	 	(r)	 	“Fair Market Value” means, as of any date, the last reported sale price for one
Share on such date (or the most recent prior date for which the last reported sale
price is available) on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if no such reported sale price is available,
the average of the closing bid and asked prices for one Share on such exchange on such
date (or the most recent prior date for which such prices are available), in either
case as reported in The Wall Street Journal or such other source as the Administrator
shall determine.
	 
	 	(s)	 	“Grant Date” means the date selected by the Administrator, from time to time,
upon which an Award is granted to a Participant pursuant to this Plan.
	 
	 	(t)	 	“Incentive Stock Option” means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.
	 
	 	(u)	 	“Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.
	 
	 	(v)	 	“Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
	 
	 	(w)	 	“Option” means an option of any type permitted by Applicable Laws to purchase
Shares granted pursuant to this Plan.
	 
	 	(x)	 	“Participant” means an Employee, Director or Consultant.
	 
	 	(y)	 	“Plan” means this 2001 Long-Term Incentive Plan, as amended from time to time.
	 
	 	(z)	 	“Predecessor Plans” means the Company’s (i) 1988 Restricted Stock Plan, (ii)
1989 Pioneer Stock Option Plan, (iii) 1991 Stock Option Plan, (iv) 1992 Advisor
Stock Option/Restricted Stock Incentive Plan, and (v) 1996 Advisor and Consultant
Stock Option/Restricted Stock Incentive Plan.





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 3 of 25
	 	 






 









 






	 	(aa)	 	“Restricted Stock” means shares of Common Stock acquired pursuant to a grant of
a Stock Award under Section 11 of the Plan.
	 
	 	(bb)	 	“Severance Date” means the date shown in the Company’s, its Subsidiaries’ and
Affiliates’ personnel or other records as the last day an Awardee was a Participant or,
with respect to an Awardee who has a Total Disability, the day such Total Disability
ceases to exist unless such Awardee becomes an Employee within a reasonable period
determined by the Administrator in its sole discretion.
	 
	 	(cc)	 	“Share” means a share of the Common Stock, as adjusted in accordance with
Section 15 of the Plan.
	 
	 	(dd)	 	“Stock Appreciation Right” means a right to receive cash equal to the
difference between the Fair Market Value of Common Stock on the Grant Date and the Fair
Market Value of Common Stock on the date such right is exercised by the Awardee granted
pursuant to Section 12 of the Plan.
	 
	 	(ee)	 	“Stock Awards” means the right to purchase or receive Common Stock pursuant to
Section 11 of the Plan.
	 
	 	(ff)	 	“Subsidiary” means a “subsidiary corporation,” whether now or hereafter
existing, as defined in Section 424(f) of the Code.
	 
	 	(gg)	 	“10% Shareholder” means the owner of stock (as determined under Code Section
424(d)) possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or any parent or Subsidiary of the Company).
	 
	 	(hh)	 	“Total Disability” means a mental or physical condition that results in an
Employee’s continued entitlement to long term disability benefits under a long term
disability plan sponsored by the Employee’s Employer or the U.S. Social Security Act or
any equivalent law governing non-U.S. Employees, provided that such mental or physical
condition is not the result of any condition or circumstance that the Administrator, in
its sole discretion, determines to have resulted from the Awardee’s illegal or reckless
use of alcohol, drugs or other chemical substances, or from actions taken by the
Awardee with the intention of causing self-injury or with reckless disregard for
personal health and safety.






	3.	 	Stock Subject to the Plan.






	 	(a)	 	Subject to the provisions of Section 15 and Section 6(d) of the Plan, the
maximum aggregate number of Shares that may be issued in connection with any
combination of Awards under the Plan is (i) the aggregate number of Shares remaining
available for grants under the Predecessor Plans on the date this Plan is





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 4 of 25
	 	 






 









 






	 	 	 	approved
by the Company’s stockholders, plus (ii) the additional Shares described in
paragraph (b) below. The Shares may be authorized, but unissued, or reacquired
Common Stock.
	 
	 	(b)	 	If an Award or any award or grant under any Predecessor Plan expires or becomes
unexercisable without having been exercised in full, the unpurchased Shares which were
subject thereto, if any, shall become available for future grant or sale under the Plan
(unless the Plan has terminated). Shares of Restricted Stock that are either forfeited
or repurchased by the Company shall become available for future grant or sale under the
Plan. Shares that are tendered, whether by physical delivery or by attestation, to the
Company by the Participant as full or partial payment of the exercise price of any
Award or in payment of any applicable withholding for federal, state, city, local or
other taxes incurred in connection with the exercise of any Award shall become
available for future grant or sale under the Plan.






	4.	 	Administration of the Plan.






	 	(a)	 	Procedure.






	 	(i)	 	Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of
Participants.
	 
	 	(ii)	 	Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as
“performance-based compensation” within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more “outside
directors” within the meaning of Section 162(m) of the Code.
	 
	 	(iii)	 	Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3 promulgated under the
Exchange Act, the transactions contemplated hereunder shall be structured to
satisfy the requirements for exemption under Rule 16b-3.
	 
	 	(iv)	 	Other Administration. The Board may delegate to the
Executive Committee of the Board or the chief executive officer of the Company
the power to approve Awards to Participants who are not (A) subject to Section
16 of the Exchange Act or (B) at the time of such approval, “covered employees”
under Section 162(m) of the Code.






	 	(b)	 	Powers of the Administrator. Subject to the provisions of the Plan, and
in the case of a Committee or the chief executive officer of the Company, subject to
the
specific duties delegated by the Board to such Committee or officer, the
Administrator shall have the authority, in its discretion:





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 5 of 25
	 	 






 









 






	 	(i)	 	to select the Participants to whom Awards may be granted
hereunder;
	 
	 	(ii)	 	to determine the number of shares of Common Stock to be covered
by each Award granted hereunder;
	 
	 	(iii)	 	to approve forms of agreement for use under the Plan;
	 
	 	(iv)	 	to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when an Award may be exercised (which may or may not be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;
	 
	 	(v)	 	to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;
	 
	 	(vi)	 	to adopt rules and procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Administrator is specifically authorized (A) to adopt the rules and procedures
regarding the conversion of local currency, withholding procedures and handling
of stock certificates which vary with local requirements, and (B) to adopt
sub-plans and Plan addenda as the Administrator deems desirable, to accommodate
non-US laws, regulations and practice, including but not limited to non-US tax
laws and regulations;
	 
	 	(vii)	 	to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-plans and Plan
addenda;
	 
	 	(viii)	 	to modify or amend each Award other than a modification that would subject
the Award to Code Section 409A; provided, however, that any such amendment is
subject to Section 16(c) of the Plan and may not impair any outstanding Award
unless agreed to in writing by the Participant;
	 
	 	(ix)	 	to allow Participants to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon
exercise of an Award that number of Shares having a Fair Market Value equal to
the amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 6 of 25
	 	 






 









 






	 	 	 	withheld is to be determined. All elections by an Awardee to have Shares
withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable;
	 
	 	(x)	 	to authorize conversion or substitution under the Plan of any
or all outstanding stock options or outstanding stock appreciation rights held
by employees, directors, officers, consultants, advisors or other service
providers of an entity acquired by the Company (the “Conversion Options”). Any
conversion or substitution shall be effective as of the close of the merger or
acquisition and shall meet the requirements of Treasury regulation § 1.424-1
for statutory options, as modified by the regulations under Code Section 409A.
Subject to the preceding sentence, the Conversion Options may be Nonstatutory
Stock Options or Incentive Stock Options, as determined by the Administrator;
provided, however, that with respect to the conversion of stock appreciation
rights in the acquired entity, the Conversion Options shall be Nonstatutory
Stock Options. Unless otherwise determined by the time of the conversion or
substitution (and subject to the requirements of Code Section 409A), all
Conversion Options shall have the same terms and conditions as Options
generally granted by the Company under the Plan;
	 
	 	(xi)	 	subject to Section 15(c) of the Plan, to provide, upon
direction by the Board in its sole discretion in the event there is a change in
control of the Company or any Subsidiary, as determined by the Board, for the
(A) assumption or substitution of, or adjustment to, each outstanding Award;
(B) acceleration of the vesting of Options and the termination of any
restrictions on Cash Awards or Stock Awards; and/or (C) the cancellation of
Awards for a cash payment to the Awardee, but only to the extent such action
does not violate Code Section 409A;
	 
	 	(xii)	 	to delegate to any officer of the Company any of its powers
hereunder, to the extent permitted by Applicable Laws, and to authorize any
person to execute on behalf of the Company any instrument required to effect
the grant of an Award previously granted under this Plan; and
	 
	 	(xiii)	 	to make all other determinations deemed necessary or advisable for
administering the Plan and any Award granted hereunder.






	 	(c)	 	Effect of Administrator’s Decision. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all Participants.





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 7 of 25
	 	 






 









 






	5.	 	Eligibility.






	 	 	 	One or more Awards may be granted to Participants, provided, however, that Incentive Stock
Options may be granted only to Employees of the Company or any Subsidiary.






	6.	 	Award Limitations.






	 	(a)	 	Each Option shall be designated in the Award Agreement as either an Incentive
Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation,
to the extent that the aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by the Participant during
any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order in which
they were granted. The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.
	 
	 	(b)	 	For purposes of Incentive Stock Options, no leave of absence may exceed 90
days, unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
applicable Employer is not so guaranteed, on the 91st day of such leave an Awardee’s
employment with the Company shall be deemed terminated for Incentive Stock Option
purposes and any Incentive Stock Option held by the Awardee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option three months thereafter.
	 
	 	(c)	 	No Participant shall have any claim or right to be granted an Award and the
grant of any Award shall not be construed as giving an Awardee the right to continue in
the employ or hire of the Company, its Subsidiaries or Affiliates. Further, the
Company, its Subsidiaries and Affiliates expressly reserve the right, at any time, to
dismiss a Participant at any time without liability or any claim under the Plan, except
as provided herein or in any Award Agreement entered into hereunder.
	 
	 	(d)	 	The following limitations shall apply to grants of Awards:






	 	(i)	 	No Participant shall be granted, in any fiscal year of the
Company, Options to purchase more than 2,000,000 Shares.
	 
	 	(ii)	 	If an Option is cancelled, forfeited, or lapses in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 15), the cancelled, forfeited or lapsed
Option will be counted against the limits set forth in subsection (i).





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 8 of 25
	 	 






 









 






	 	(iii)	 	The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company’s capitalization as described in
Section 15.






	 	(e)	 	The following limitations shall apply to grants of Awards to an Employee who is
not exempt from the overtime pay provisions of the Fair Labor Standards Act of 1938, as
amended (a “Non-Exempt Employee”):






	 	(i)	 	Options or Stock Appreciation Rights (but not Restricted Stock)
may be granted under this Plan to Non-Exempt Employees.
	 
	 	(ii)	 	Options or Stock Appreciation Rights granted to Non-Exempt
Employees must comply with the exercise price and exercise period restrictions
set forth below, and other provisions of the “Worker Economic Opportunity Act”
of 2000, P.L. 106-202, or other provisions of law, sufficiently to insure that
such Options, and any profits, gains or income resulting from such Options, are
excluded from such Non-Exempt Employee’s overtime pay calculations.
	 
	 	(iii)	 	No Option granted to a Non-Exempt Employee may be exercisable
less than six months after the effective date of the grant of such Option,
except in the case of death, Total Disability, retirement or change in control.






	7.	 	Term of Plan.
	 
	 	 	Subject to Section 21 of the Plan, the Plan shall become effective upon its adoption by the
Board and its approval by the Company’s shareholders. It shall continue in effect for a term
of 10 years from the later of the date the Plan or any amendment to add shares to the Plan
is adopted by the Board and approved by the stockholders unless terminated earlier under
Section 16 of the Plan.
	 
	8.	 	Term of Award.
	 
	 	 	The term of each Award shall be determined by the Administrator and stated in the Award
Agreement. In the case of an Incentive Stock Option, the term shall be 10 years (five years
if the Awardee is a 10% Shareholder) from the Grant Date or such shorter period as may be
provided in the Award Agreement. In the case of an Option other than an Incentive Stock
Option, the term shall be 10 years from the Grant Date or such shorter term as may be
provided in the Award Agreement; provided that the term may be up to 11 years in other
circumstances deemed appropriate in the discretion of the Administrator.





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 9 of 25
	 	 






 









 






	9.	 	Option Exercise Price and Consideration.






	 	(a)	 	Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the Administrator,
subject to the following:






	 	(i)	 	In the case of an Incentive Stock Option the per Share exercise
price shall be no less than 100% of the Fair Market Value on the Grant Date;
provided that if any Participant to whom an Incentive Stock Option is granted
is a 10% Shareholder, then the per Share exercise price shall be no less than
110% of the Fair Market Value on the Grant Date.
	 
	 	(ii)	 	In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be no less than 100% of the Fair Market Value on the Grant
Date.
	 
	 	(iii)	 	Notwithstanding the foregoing, at the Administrator’s
discretion, Conversion Options (as defined in Section 4(b)(x)) may be granted
with a per Share exercise price of less than Fair Market Value on the Grant
Date so long as the requirements of Code Section 409A regarding substitutions
of stock rights are met.






	 	(b)	 	Vesting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may vest and be
exercised and shall determine any conditions that must be satisfied before the Option
may be exercised.
	 
	 	(c)	 	Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method of
payment at the Grant Date. Acceptable forms of consideration may, but except for cash,
check and wire transfers are not required to include:






	 	(i)	 	cash;
	 
	 	(ii)	 	check or wire transfer (denominated in U.S. Dollars or other
currency the Administrator determines is acceptable);
	 
	 	(iii)	 	other Shares which (A) in the case of Shares acquired upon
exercise of an Option, have been owned by the Participant for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said Option shall be exercised;
	 
	 	(iv)	 	consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan;





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 10 of 25
	 	 






 









 







	 	(v)	 	any combination of the foregoing methods of payment; or
	 
	 	(vi)	 	such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws.






	10.	 	Exercise of Option.






	 	(a)	 	Procedure for Exercise; Rights as a Stockholder.






	 	(i)	 	Any Option granted hereunder shall be exercisable according to
the terms of the Plan and at such times and under such conditions as determined
by the Administrator and set forth in the respective Award Agreement.
	 
	 	(ii)	 	An Option granted hereunder shall continue to vest during any
authorized leave of absence and such Option may be exercised to the extent
vested during such leave of absence.
	 
	 	(iii)	 	No Option may be exercised for a fraction of a Share.
	 
	 	(iv)	 	An Option shall be deemed exercised when the Company receives:






	 	(A)	 	written or electronic notice of exercise (in
accordance with the Award Agreement or the procedures established by
the Administrator from time to time) from a person entitled to exercise
the Option;
	 
	 	(B)	 	full payment for the Shares with respect to
which the related Option is exercised; and
	 
	 	(C)	 	full payment of all applicable taxes required
to be withheld by the Company or the Awardee’s employer in connection
with such exercise.






	 	 	 	Shares issued upon exercise of an Option shall be issued in the name of the Awardee
or, if requested by the Awardee, in the name of the Awardee and his or her spouse,
or in the name of any permitted transferee. Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Shares subject to
an Option, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date is
prior to the date the Shares are issued, except as provided in Section 15 of the





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 11 of 25
	 	 






 









 






	 	 	 	Plan. Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.






	 	(b)	 	Termination of Employment. Unless otherwise provided in the Award
Agreement, if an Awardee ceases to be an Employee, other than as a result of
circumstances described in Sections 10(c), (d), or (e) below, the Awardee’s Options
shall (i) cease to vest immediately upon the Awardee’s Severance Date and (ii)
terminate on the earlier of 90 days after the Awardee’s Severance Date or the
expiration of the term of such Option. If the Awardee does not exercise any Shares
covered by the vested portion of his or her Option, the unexercised Shares covered by
the vested portion of such Option shall revert to the Plan on the earlier of 90 days
after the Awardee’s Severance Date or the expiration of the term of such Option.
	 
	 	(c)	 	Total Disability. Unless otherwise provided in the Award Agreement, if
an Awardee ceases to be an Employee as a result of the Awardee’s Total Disability, the
Awardee’s Options shall (i) continue to vest while the Total Disability continues to
exist and (ii) terminate on the earlier of 90 days after the Awardee’s Severance Date
unless prior to such date the Awardee becomes an Employee or the expiration of the term
of such Option. On the Awardee’s Severance Date, the Shares covered by the unvested
portion of his or her Option shall revert to the Plan. If the Awardee does not exercise
any Shares covered by the vested portion of his or her Option, the unexercised Shares
covered by the vested portion of such Option shall revert to the Plan on the earlier of
90 days after the Awardee’s Severance Date or the expiration of the term of such
Option. The Option may be exercised by the guardian of Awardee’s property if one has
been appointed.
	 
	 	(d)	 	Retirement. Unless otherwise provided in the Award Agreement, if an
Awardee ceases to be an Employee as a result of the Awardee’s retirement on or after
attaining the age of 65 years, or otherwise in accordance with his or her Employer’s
retirement policy, the Awardee’s Options shall (i) cease to vest immediately upon the
Awardee’s Severance Date and (ii) terminate on the earlier of one year after the
Awardee’s Severance Date or the expiration of the term of such Option. On the Awardee’s
Severance Date, the Shares covered by the unvested portion of his or her Option shall
revert to the Plan. If the Awardee does not exercise any Shares covered by the vested
portion of his or her Option, the unexercised Shares covered by the vested portion of
such Option shall revert to the Plan on the date such Option terminates.
	 
	 	(e)	 	Death. Unless otherwise provided in the Award Agreement, if an Awardee
ceases to be an Employee as a result of his or her death, or dies while the Awardee has
a Total Disability to which Section 10(c) applies, the Awardee’s Option shall (i)
immediately vest with respect to all Shares covered by such Option, and





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 12 of 25
	 	 






 









 






	 	 	 	(ii) terminate
on the expiration date of such Option. The Option may be exercised by the beneficiary
designated by the Awardee (as provided in Section 17), the
executor or administrator of the Awardee’s estate or, if none, by the person(s)
entitled to exercise the Option under the Awardee’s will or the laws of descent or
distribution. If such Option is not exercised with respect to any Shares covered by
such Option, the unexercised Shares shall revert to the Plan on the expiration of
the term of such Option.
	 
	 	(f)	 	Buyout Provisions. At any time, the Administrator may, but shall not be
required to, offer to buy out for a payment in cash or Shares an Option previously
granted based on such terms and conditions as the Administrator shall establish and
communicate to the Awardee at the time that such offer is made.






	11.	 	Stock Awards.






	 	(a)	 	General. Stock Awards may be issued either alone, in addition to, or in
tandem with other Awards granted under the Plan, except to Non-Exempt Employees. After
the Administrator determines that it will offer a Stock Award under the Plan, it shall
advise the Participant in writing or electronically, by means of an Award Agreement, of
the terms, conditions and restrictions related to the offer, including the number of
Shares that the Participant shall be entitled to receive or purchase, the price to be
paid, if any, and, if applicable, the time within which the Participant must accept
such offer. The offer shall be accepted by execution of an Award Agreement in the form
determined by the Administrator. The Administrator will require that all Shares subject
to a right of repurchase or forfeiture be held in escrow until such repurchase right or
risk of forfeiture lapses.
	 
	 	(b)	 	Termination of Employment. Unless the Administrator determines
otherwise, the Award Agreement shall provide for the forfeiture of the unvested
Restricted Stock upon the Awardee ceasing to be an Employee except as provided below in
Sections 11(c), (d) and (e). To the extent that the Awardee purchased the Restricted
Stock, the Company shall have a right to repurchase the unvested Restricted Stock at
the lesser of (i) the Fair Market Value or (ii) the original price paid by the Awardee,
on or after the Awardee’s Severance Date, except as provided below in Sections 11(c),
(d) and (e).
	 
	 	(c)	 	Total Disability. Unless otherwise provided for by the Administrator in
the Award Agreement, if an Awardee ceases to be an Employee as a result of the
Awardee’s Total Disability, (i) the Awardee’s Stock Award shall continue to vest while
the Awardee’s Total Disability continues to exist, and (ii) to the extent that the
Awardee purchased the Restricted Stock, the Company shall have a right to repurchase
the unvested Restricted Stock at the lesser of (A) the Fair Market Value or (B) the
original price paid by the Awardee, on or after the Awardee’s Severance Date.





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 13 of 25
	 	 






 









 






	 	(d)	 	Retirement of Awardee. Unless otherwise provided for by the
Administrator in the Award Agreement, if an Awardee ceases to be an Employee as a
result of the Awardee’s retirement on or after attaining the age of 65 years, or
otherwise in accordance with his or her Employer’s retirement policy, the Awardee’s
Stock Award shall (i) cease to vest immediately upon the Awardee’s Severance Date, and
(ii) to the extent that the Awardee purchased the Restricted Stock, the Company shall
have a right to repurchase the unvested Restricted Stock at the lesser of (A) the Fair
Market Value, or (B) the original price paid by the Awardee, on or after the Awardee’s
Severance Date.






	 	(e)	 	Death of Awardee. Unless otherwise provided for by the Administrator in
the Award Agreement, if an Awardee ceases to be an Employee as a result of his or her
death, or dies while the Awardee has a Total Disability to which Section 11(c) applies,
the Awardee’s Stock Award shall immediately vest with respect to all Shares covered by
such Stock Award. The vested portion of the Stock Award shall be delivered to the
beneficiary designated by the Participant (as provided in Section 17), the executor or
administrator of the Participant’s estate or, if none, by the person(s) entitled to
receive the vested Stock Award under the Participant’s will or the laws of descent or
distribution.






	 	(f)	 	Rights as a Stockholder. Unless otherwise provided for by the
Administrator in the Award Agreement, once the Stock Award is accepted, the Awardee
shall have the rights equivalent to those of a stockholder, and shall be a stockholder
when his or her acceptance of the Stock Award is entered upon the records of the duly
authorized transfer agent of the Company.






	12.	 	Stock Appreciation Rights.






	 	(a)	 	General. The Committee, in its discretion, may grant Stock
Appreciation Rights to Participants. The following provisions apply to such Stock
Appreciation Rights.
	 
	 	(b)	 	Grant of Stock Appreciation Right. The Stock Appreciation Right shall
entitle the holder upon exercise to an amount for each Share to which such exercise
relates equal to the excess of (i) the Fair Market Value on the date of exercise over
(i) the base or exercise price per Share set forth in the applicable Award Agreement.
Notwithstanding the foregoing, the Committee may place limits on the amount that may be
paid upon exercise of a Stock Appreciation Right.
	 
	 	(c)	 	Forfeiture of Option. If a Stock Appreciation Right is granted in
tandem with an Option, upon exercise of such Stock Appreciation Right, the related
Option shall no longer be exercisable and shall be deemed canceled to the extent of
such exercise.





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 14 of 25
	 	 






 









 






	 	(d)	 	Form of Payment. The Company’s obligation arising upon the exercise of
a Stock Appreciation Right shall be paid as soon as administratively possible after
exercise and may be paid in Common Stock or in cash, or in any combination of Common
Stock and cash, as the Committee, in its sole discretion, may determine.
	 
	 	(e)	 	Other Provisions. The Award Agreement evidencing a Stock Appreciation
Right shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Committee in its sole discretion. The provisions
of such Awards need not be the same with respect to each recipient.






	13.	 	Cash Awards.
	 
	 	 	Cash Awards may be granted either alone, in addition to, or in tandem with other Awards
granted under the Plan. After the Administrator determines that it will offer a Cash Award,
it shall advise the Participant in writing or electronically, by means of an Award
Agreement, of the terms, conditions and restrictions related to the Cash Award. Cash Awards
that include any deferral of payment greater than 21/2 months after the end of the calendar
year in which vesting occurs shall comply with the requirements of Code Section 409A and no
participant elections regarding the time of payment shall be allowed.
	 
	14.	 	Non-Transferability of Awards.
	 
	 	 	Unless determined otherwise by the Administrator with respect to any Award other than an
Incentive Stock Option, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by beneficiary designation, will or by
the laws of descent or distribution and may be exercised, during the lifetime of the
Awardee, only by the Awardee. If the Administrator makes an Award transferable, the Award
Agreement for such Award shall contain such additional terms and conditions as the
Administrator deems appropriate.
	 
	15.	 	Adjustments Upon Changes in Capitalization or Dissolution or Liquidation.






	 	(a)	 	Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number and kind of shares of Common Stock covered by
each outstanding Award, and the number and kind of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration of an
Award, as well as the price per share of Common Stock covered by each such outstanding
Award, shall be proportionately adjusted for any increase or decrease in the number or
kind of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 15 of 25
	 	 






 









 






	 	 	 	number of issued shares of Common Stock effected
without receipt of
consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been “effected without receipt
of consideration.” Such adjustment shall conform to the requirements of Code
Section 409A and shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock subject
to an Award.
	 
	 	(b)	 	Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Awardee as soon as
practicable prior to the effective date of such proposed transaction. The Administrator
in its discretion may provide for an Option to be fully vested and exercisable until 10
days prior to such transaction. In addition, the Administrator may provide that any
restrictions on any Award shall lapse prior to the transaction, provided the proposed
dissolution or liquidation takes place at the time and in the manner contemplated. To
the extent it has not been previously exercised, an Award will terminate immediately
prior to the consummation of such proposed transaction.
	 
	 	(c)	 	Merger, Asset Sale or Other Change in Control.
	 
	 	 	 	(i) Change in Control without Termination of Employment. In the event there
is a change in control of the Company or any Subsidiary, as determined by the Board,
without a related termination of the Participant’s employment as provided in Section
15(c)(ii) and (iii) below, the Board may, in its discretion to the extent such
action does not violate Code Section 409A, (A) provide for the assumption or
substitution of, or adjustment to, each outstanding Award; (B) accelerate the
vesting of Options and terminate any restrictions on Cash or Stock Awards; and (C)
provide for the cancellation of Awards for a cash payment to the Awardee.
	 
	 	 	 	(ii) Change in Control where Participant has Entered into a Severance
Agreement. Notwithstanding anything in the related Award Agreement to the
contrary, if (A) the Participant has entered into a letter agreement between such
Participant and the Company which sets out the severance benefits such Participant
would be entitled to in the event of the Participant’s involuntary termination under
particular circumstances following the Company’s execution of a definitive agreement
to effect a change in ownership or control of the Company (“Severance Agreement”)
and (B) the Participant is entitled to receive any benefit under such Severance
Agreement, then the Awards granted under this Plan and any holding period,
restrictions or other provisions applicable to such Awards





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 16 of 25
	 	 






 









 







	 	 	 	shall be governed by the
provisions of the Severance Agreement, as it may be
amended from time to time, to the extent the Severance Agreement addresses such
Awards. A Participant who has entered into a Severance Agreement and is entitled to
benefits thereunder is not entitled to the Change in Control Benefit, the
cancellation of buy back or repayment of profits provisions or any other benefit set
out in Section 15(c)(iii) of the Plan (unless and only to the extent so provided in
the Participant’s Severance Agreement).
	 
	 	 	 	(iii) Change in Control Benefit for Participants Who Have Not Entered into
Severance Agreements. Notwithstanding anything in the Participant’s Award
Agreement to the contrary, should a Participant’s employment with the Company
terminate by reason of an Involuntary Termination and such Participant has not
entered into a Severance Agreement or the Participant is not entitled
to receive any benefit under such Severance Agreement, then the Participant shall become entitled to
receive a Change in Control Benefit (as defined below); provided, however, that to
be entitled to a Change in Control Benefit, the Participant must also execute a
release of all employment-related claims against the Company and its affiliates
existing as of the date of execution, in the standard form used by the Company
without material modification, addition or deletion.
	 
	 	 	 	In addition, upon the occurrence of a Change in Control, the provisions of Section 8
of a Participant’s Nonstatutory Stock Option Award Agreement, Section 8 of a
Participant’s Restricted Stock Unit Award Agreement under the Plan or any similar
provisions of the Plan or an Award Agreement to (i) cancel any Award granted to a
Participant, (ii) buy back Common Stock issued to a Participant upon the
Participant’s exercise of an Award and/or (iii) require repayment with respect to
certain proceeds received from the sale of any Common Stock issued to a Participant
upon the Participant’s exercise of an Award, shall be deemed to be cancelled and
deleted from such documents and shall be of no further force and effect.
	 
	 	 	 	The following definitions shall apply for purposes of this Section 15(c)(iii):






“Cause” means the Participant has:




     (A) participated in fraud, embezzlement or another act of material
misconduct involving the Company, which has resulted in significant harm to
the Company;




     (B) admitted, confessed or entered a plea bargain or a plea of nolo
contendere to, or been convicted of, a crime constituting a felony (or its
equivalent) under the laws of any jurisdiction in which the Company or any
applicable Affiliate conducts its business or any crime involving moral
turpitude or dishonesty;



					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 17 of 25
	 	 






 









 






     (C) willfully and continually failed to perform substantially the
appropriate duties of Participant’s position with the Company (other than
any such failure resulting from Participant’s physical or mental illness,
incapacity or disability), for a period of at least 14 days after a written
demand for substantial performance is delivered to Participant by a Senior
Executive which specifically identifies the manner in which the Senior
Executive believes that Participant has not substantially performed
Participant’s duties; provided that, in the event that Participant has not
commenced to perform substantially the duties of Participant’s position
during such 14-day grace period after written demand is made by the Company,
the Company shall not terminate the Participant for Cause except in
accordance with the procedures set forth below. In no event shall an event
that would constitute Specified Reason be considered the failure to perform
substantially the appropriate duties of Participant’s position with the
Company; or




     (D) failed to meet the acceptable performance standards for an employee
in Participant’s position, which shall be evaluated based on the goals and
objectives of Participant and similarly situated employees of the Company
(including any Affiliates of the Company) established in connection with the
applicable annual performance review program; provided that (i) the Company
has provided Participant with a written performance improvement plan with
specific requirements for Participant to meet such standards and providing
not less than 60 days for Participant to effect such improvement and (ii) a
Senior Executive has determined in good faith that Participant’s performance
is below the applicable acceptable performance standards and that
Participant has failed to substantially meet the requirements of
Participant’s performance improvement plan.




For purposes of the definition of Cause, no act or failure to act on the part of
Participant shall be considered “willful” unless it is done, or omitted to be
done, by Participant intentionally, not in good faith and without reasonable
belief that Participant’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or, if applicable, upon the instructions of
the Chief Executive Officer or other Senior Executive of the Company or based
upon the advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, by Participant in good faith and in the best
interests of the Company.




The termination of employment of Participant shall not be deemed to be for Cause
unless and until, following the expiration of the 14-day grace period or the
60-day improvement period, if applicable, set forth above, there shall have



					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 18 of 25
	 	 






 









 






been delivered to Participant written notice of a Senior Executive, after
reasonable notice is provided to Participant and Participant is given an
opportunity to be heard by such Senior Executive, finding that, in the good
faith opinion of such Senior Executive, Participant has engaged in conduct which
would constitute Cause under paragraphs (A)-(D) above and specifying the
particulars thereof in detail.



         “Change in Control” means the happening of any of the events described in
paragraphs (A) through (D) below:




     (A) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) promulgated under the Securities
Exchange Act of 1934, amended (the “Exchange Act”)) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30%
or more of either (1) the then-outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (2) the combined voting
power of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this paragraph (A),
the following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company; (B) any acquisition by the Company or
a subsidiary of the Company; (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or a
subsidiary of the Company; (D) any acquisition by any Perot Stockholder; (E)
any acquisition by any entity pursuant to a transaction that complies with
clauses (1), (2) and (3) of paragraph (C) of this definition; or (F) in
respect of any Restricted Stock held by a Participant, any acquisition by
such Participant or any group of Persons including such Participant (or any
entity controlled by such Participant or any group of Persons including such
Participant).




     (B) individuals who, as of the date hereof, constitute the Board of
Directors (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 date hereof whose election, or
nomination for election by the Company’s stockholders, was approved by a
vote of a majority of the directors then comprising the Incumbent Board
(either by specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without
written objection to such nomination) shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with



					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 19 of 25
	 	 






 









 






     respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board until 24 months after such initial assumption of
office;




     (C) consummation by the Company of a reorganization, merger,
consolidation or sale or other disposition of all or substantially all of
the assets of the Company (a “Business Combination”), in each case, unless,
following such Business Combination:




     1. the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination (or,
if applicable, the stock into which the Outstanding Company Common
Stock and Outstanding Company Voting Securities are converted
pursuant to such Business Combination) represents more than 60% of,
respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation or other entity resulting from such
Business Combination (including without limitation a corporation or
other entity that as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be;




     2. no Person (excluding the Company, a subsidiary of the
Company, any corporation or other entity resulting from a Business
Combination or any employee benefit plan (or related trust) thereof
or a Perot Stockholder) beneficially owns, directly or indirectly,
30% or more of, respectively, the then-outstanding shares of common
stock of the corporation or other entity resulting from such Business
Combination or the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of
directors of such corporation or entity, except to the extent that
such ownership existed prior to the Business Combination; and




     3. at least a majority of the members of the board of
directors of the corporation or other entity resulting from such
Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or



					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 20 of 25
	 	 






 









 






     (D) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.




     “Change in Control Benefit” means:




     (A) Each outstanding Option or Stock Appreciation Right which the
Participant holds at the time of the Participant’s Involuntary Termination,
to the extent that Option or Stock Appreciation Right is not otherwise
exercisable for all the underlying shares of common stock or other
securities at the time subject to that Option or Stock Appreciation Right,
will immediately vest and become exercisable for all those underlying shares
and may be exercised for any or all of those underlying shares. Each such
accelerated Option and Stock Appreciation Right will remain so exercisable
until the earlier of (i) the expiration of the Option or Stock
Appreciation Right or (ii) the post-service exercise period specified in the
Participant’s Award Agreement. Any Options and Stock Appreciation Rights
not exercised prior to the expiration of the applicable post-service
exercise period will terminate and cease to remain exercisable for any of
the underlying shares.




     (B) Each outstanding share of Restricted Stock which the Participant
holds at the time of the Participant’s Involuntary Termination, to the
extent that share of Restricted Stock is not otherwise payable will
immediately vest and be paid to the Participant as soon as administratively
practicable following the date of the Participant’s Involuntary Termination.




     (C) Each outstanding Cash Award which the Participant holds at the time
of the Participant’s Involuntary Termination, to the extent that Cash Award
is not otherwise exercisable for the entire amount of the cash at the time
subject to that Cash Award, will immediately become exercisable for the
entire amount of the Cash Award.




Change in Control Benefits will not be payable if the Participant’s
employment with the Company terminates for reasons other than an Involuntary
Termination, including, without limitation, for involuntary termination by
the Company for Cause, voluntary termination by the Participant not
supported by Specified Reason, long term disability, Retirement or death.
For this purpose, (i) “long term disability” means the Participant is
entitled to receive benefits from the Company’s Long-Term Disability Plan or
another long term disability plan sponsored by the Company, and (ii)
“Retirement” means the Participant’s retirement in accordance with any
retirement policy generally applicable to the
Company’s salaried employees, as in effect immediately prior to the



					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 21 of 25
	 	 






 









 






Change in Control, or any written retirement arrangement established by the Company
and the Participant as in effect immediately prior to the Change in Control.



     “Involuntary Termination” means the termination of a Participant’s employment
by the Company without Cause or by the Participant with Specified Reason during a Protected
Period or a Pre-Closing Period.



     “Perot Stockholder” means Ross Perot, Ross Perot, Jr., HWGA, Ltd. or any of
their respective Affiliates and Associates (within the meaning of Rule 12b-2 of the Exchange
Act).



     “Person” means any individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.



     “Pre-Closing Period” means a period commencing with the Company’s execution of
the definitive agreement for a Change in Control transaction and ending upon the
earlier to occur of (i) the closing of the Change in Control contemplated by such
definitive agreement, or (ii) the termination of such definitive agreement without the
consummation of the contemplated Change in Control. In the event of competing or
superseding offers that result in definitive agreements, each such agreement shall create a
Pre-Closing Period.



     “Protected Period” means the period beginning on the date on which a Change in
Control occurs and ending on the two-year anniversary of such date, or such earlier date as
the Participant’s employment with the Company terminates.



     “Senior Executive” means, if the Company, or one or more of its parent
companies has a class of securities registered under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), an officer subject to the reporting requirements of Section 16
of the Exchange Act, or, if the Company does not have a class of securities registered under
the Exchange Act, the Chief Executive Officer or a Vice President reporting directly to the
Chief Executive Officer of the Company’s ultimate parent.



     “Specified Reason” means:




     (A) the reduction of the Participant’s annual base salary as in effect
immediately prior to the Change in Control or as in effect thereafter,
unless such reduction is part of an across-the-board reduction of no more
than 10% in annual base salary; or



					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 22 of 25
	 	 






 









 







     (B) the Company’s requiring the Participant to be based at any office
or location that is more than 35 miles from the Participant’s principal work
location and residence immediately prior to the Change in Control.




Notwithstanding anything to the contrary set forth above, no event or
condition described above shall constitute Specified Reason unless (i) the
Participant, within 120 days after the occurrence of such event or
condition, gives the Company written notice specifying in reasonable detail
the event or condition which the Participant believes gives rise to
Specified Reason, (ii) within 30 days after the Company’s receipt of such
notice (the “Cure Period”), the Company fails to correct or remedy such
event or condition, and (iii) the Participant resigns his employment with
the Company not more than 120 days following expiration of the Cure Period.




	16.	 	Amendment and Termination of The Plan.






	 	(a)	 	Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan and the Administrator may at any time, subject to the
authority set forth in Section 4, adopt subordinate arrangements, policies and programs
in each case, in such manner as may be necessary to enable the Plan to achieve its
stated purposes in any jurisdiction outside the United States in a tax-efficient manner
and in compliance with local rules and regulations by adopting schedules of provisions
to be applicable to awards granted in such jurisdiction.
	 
	 	(b)	 	Stockholder Approval. The Company shall obtain stockholder approval of
any Plan amendment to the extent necessary or desirable to comply with Applicable Laws.
	 
	 	(c)	 	Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Award, unless
mutually agreed otherwise between the Awardee and the Administrator, which agreement
must be in writing and signed by the Awardee and the Company. Termination of the Plan
shall not affect the Administrator’s ability to exercise the powers granted to it
hereunder with respect to Awards granted under the Plan prior to the date of such
termination.






	17.	 	Designation of Beneficiary.






	 	(a)	 	An Awardee may file a written designation of a beneficiary who is to receive
the Awardee’s rights pursuant to his or her Award or the Awardee may include his or her
Awards in an omnibus beneficiary designation for all benefits under the Plan. To the
extent that an Awardee has completed a designation of beneficiary while





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 23 of 25
	 	 






 









 






	 	 	 	employed with the Company or its Subsidiaries or Affiliates, such beneficiary
designation shall remain in effect with respect to any Award hereunder until changed
by the Awardee.






	 	(b)	 	Such designation of beneficiary may be changed by the Awardee at any time by
written notice. In the event of the death of an Awardee and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
Awardee’s death, the Company shall allow the executor or administrator of the estate of
the Awardee to exercise the Award, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may allow
the spouse or one or more dependents or relatives of the Awardee to exercise the Award.






	18.	 	Legal Compliance.
	 
	 	 	Shares shall not be issued pursuant to the exercise of an Option or Stock Award unless the
exercise of such Option or Stock Award and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
	 
	19.	 	Inability To Obtain Authority.
	 
	 	 	To the extent the Company is unable, or the Administrator deems it infeasible or
commercially impracticable, to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, the Company shall be relieved of any
liability with respect to the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
	 
	20.	 	Reservation of Shares.
	 
	 	 	The Company, during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.
	 
	21.	 	Stockholder Approval.
	 
	 	 	The Plan shall be subject to approval by the stockholders of the Company within 12 months of
the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and
to the degree required under Applicable Laws.





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 24 of 25
	 	 






 









 






	22.	 	Notice.
	 
	 	 	Any written notice to the Company required by any provisions of this Plan shall be addressed
to the Secretary of the Company and shall be effective when received.
	 
	23.	 	Governing Law.
	 
	 	 	This Plan and all determinations made and actions taken pursuant hereto shall be governed by
the substantive laws, but not the choice of law rules, of the state of Delaware.
	 
	24.	 	Unfunded Plan.
	 
	 	 	Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts
may be established with respect to Participants who are granted Awards of Shares under this
Plan, any such accounts will be used merely as a bookkeeping convenience. Except for the
holding of Restricted Stock in escrow pursuant to Section 11, the Company shall not be
required to segregate any assets which may at any time be represented by Awards, nor shall
this Plan be construed as providing for such segregation, nor shall the Company nor the
Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any
liability of the Company to any Participant with respect to an Award shall be based solely
upon any contractual obligations which may be created by the Plan; no such obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any property of
the Company. Neither the Company nor the Administrator shall be required to give any
security or bond for the performance of any obligation which may be created by this Plan.





					
	 	 	 	 	 
	Perot Systems Corporation
	 	 	 	 
	2001 Long Term Incentive Plan
	 	Plan 25 of 25