<PAGE>
                                                                   EXHIBIT 10.49


                            PEROT SYSTEMS CORPORATION
                          2001 LONG TERM INCENTIVE PLAN

                               OPTION CERTIFICATE
                       NONSTATUTORY STOCK OPTION AGREEMENT

Awardee:              Brian Maloney
ID #:
Grant Date:
Option Shares:        300,000
Exercise Price:       Option Price
Vesting Schedule:     As set forth in the attached Award Agreement.
Expiration Date:      As set forth in the attached Award Agreement.

You have been awarded a Nonstatutory Stock Option ("Option") under Perot Systems
Corporation's 2001 Long-Term Incentive Plan ("Plan"), subject to the terms and
conditions of (i) this Option Certificate and the form of Nonstatutory Stock
Option Agreement in effect on the Grant Date (collectively, the "Award
Agreement"), and (iii) the Plan.

The Plan, and the Prospectus relating to the Plan are available for your review
on the Perot Systems stock department website at
https://train.ps.net/StockAdministration/options and our stock option
administration vendor's website at www.optionslink.com. Perot Systems' filings
with the United States Securities and Exchange Commission are available on the
Company's website at https://train.ps.net/Finance/financialinfo.htm. If you
have difficulty accessing any of these websites or would like to receive (at no
cost) a paper copy of these documents, please contact the Stock Administration
Department at +1 (972) 340-5670 or by e-mail to Stock-Dept@ps.net.

BY EXERCISING OR ATTEMPTING TO EXERCISE THIS OPTION, OR ASSERTING OR ATTEMPTING
TO ASSERT ANY RIGHTS OR PRIVILEGES UNDER THE AWARD AGREEMENT, YOU:

     o    agree to be bound by the terms of the Award Agreement and the Plan;

     o    acknowledge receiving an electronic or paper copy of (1) the Plan, (2)
          the Prospectus for the Plan, and (3) the Company's most recent Annual
          Report on Form 10-K and Quarterly Report on Form 10-Q which have been
          filed with the United States Securities and Exchange Commission; and

     o    consent to receiving delivery of the all required documents and future
          communications relating to the Plan or the Award Agreement via TRAIN
          or other electronic transmission; and agree to provide Perot Systems
          with up-to-date electronic contact information.

If you wish to reject the award of this Option, please contact the Stock
Administration Department within 60 days after the Grant Date.

PEROT SYSTEMS CORPORATION                       Brian Maloney


By:
    -------------------------------------       --------------------------------
         Ross Perot, Jr.
         Chief Executive Officer                Date:
                                                     ---------------------------


<PAGE>

                            PEROT SYSTEMS CORPORATION
                          2001 LONG-TERM INCENTIVE PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

1.   General.

     (a)  The terms and conditions set forth below, together with a certificate
          issued by the Company ("Option Certificate") setting forth the name of
          the person (the "Awardee") to whom the Company has granted an option
          to purchase a number of Shares (the "Option"), the number of Shares
          that may be purchased (the "Option Shares"), the purchase price at
          which such Shares may be purchased (the "Exercise Price"), and the
          dates on which such option may be exercised, constitute this
          Nonstatutory Stock Option Agreement ("Award Agreement").

     (b)  The terms and conditions of the Perot Systems Corporation 2001
          Long-Term Incentive Plan ("Plan"), except Sections 11, 12 and 13 of
          the Plan, are incorporated by reference into this Award Agreement and,
          unless provided otherwise in this Award Agreement, will apply to the
          Option. Capitalized terms used in this Award Agreement will have the
          meanings given such terms in the Plan, unless they are defined
          differently in this Award Agreement. The following terms have the
          meanings indicated:

          (i)   "Control Affiliate" of any person or entity is any person or
                entity that controls, is controlled by, or is under common
                control with, the first such person or entity.

          (ii)  "Change of Control" means (A) the acquisition, directly or
                indirectly, by any "person" or "group" of persons (other than
                the Company, any person or entity controlled by the Company, or
                a Perot Family Member or a Control Affiliate of any Perot Family
                Member, including, with out limitation, HWGA, Ltd., a Texas
                limited partnership, its successors or assigns, or any trust
                established for the benefit of any Perot Family Member or any
                Control Affiliate of any Perot Family Member) of "beneficial
                ownership" (as each of those terms is used in Rule 13d-3 of the
                Securities Exchange Act of 1934, as amended) of securities
                possessing more than fifty percent (50%) of the total combined
                voting power of the Company's outstanding voting securities; (B)
                the sale, transfer or other disposition of all or substantially
                all of the Company's assets or a complete liquidation or
                dissolution of the Company; or (C) the combination of the
                Company (by merger, share exchange, consolidation, or otherwise)
                with another entity and as a result of such combination, less
                than 50% of the outstanding securities of the surviving or
                resulting entity are owned in the aggregate by the former
                shareholders of the Company.

          (iii) "Expiration Date" means the earlier of (A) tenth anniversary of
                the Grant Date, (B) two years after Awardee's Severance Date (as
                such term is defined in the Plan), or (C) any other date on
                which the Awardee's Option terminates under the Award Agreement
                or Plan.

          (iv)  "Perot Family Member" means any member of the family of Ross
                Perot, an individual resident of Dallas, Texas, and any direct
                descendant thereof, or by or through marriage.

          (v)   "Retirement" means that Executive ceases, and does not
                thereafter engage in, or enter into any agreement, arrangement,
                or understanding with respect to senior executive level
                employment with any employer.

          (vi)  "Vested Shares" means the Option Shares that are exercisable
                under the terms of this Agreement.

2.   Grant, Vesting and Exercise of Option.

     (a)  Awardee is granted an option to purchase from the Company the number
          of Shares specified as the "Option Shares" in the Option Certificate
          at the purchase price per Share specified as the "Exercise Price" in
          the Option Certificate. This Option is not intended to constitute an
          "incentive stock option" as that term is used in section 422 of the
          Code.


Option Certificate                                Adopted for Awards On or After
Nonstatutory Stock Option Agreement  Page 2 of 6                         09May01
Awards to US Associates
<PAGE>


     (b)  This Option will become exercisable, if at all, as follows:

          (i)   Subject to Section 2(b)(iv), 20% of the Option Shares will
                become exercisable on each of the first five anniversaries of
                the Grant Date that occurs before the Severance Date.

          (ii)  Notwithstanding the provisions of Section 2(b)(i) and subject to
                Section 2(b)(iv), upon the occurrence of a Change of Control
                that occurs before the Severance Date, all of the remaining
                unvested Option Shares under this Agreement will become
                exercisable.

         [(iii) Awardee may by written notice to the Company delivered at any
                time after March __, 2012, during which Awardee is not in
                material breach of any obligation to the Company or its
                Affiliates and before the Severance Date, effective immediately
                upon delivery of such notice commence Retirement. Upon delivery
                of such notice, the Company will cause all of the then unvested
                Option Shares to continue to vest according to Section 2(b)(i),
                notwithstanding such Retirement, except that such vesting will
                cease immediately at the time Awardee's Retirement ceases.]*

          (iv)  No installment of this Option will become exercisable under this
                Section 2(b) after any date, or upon satisfaction of any
                condition after any date, after the Awardee's Severance Date,
                except as provided in Section 10(b), (c), (d) or (e) of the
                Plan.

     (c)  Awardee may exercise this Option to purchase all or any part of the
          Vested Shares at any time on or before the earlier of (i) Expiration
          Date, (ii) the date on which the Awardee's Option terminates under
          Section 10(b), (c), (d) or (e) of the Plan; or (iii), with respect to
          any Option Shares that have become Vested Shares pursuant to Section
          2(b)(iii), the time that Awardee enters into any agreement,
          arrangement or understanding with respect to, or otherwise commences,
          gainful employment or consulting activity of any sort.

     (d)  To exercise this Option, Awardee (or any other person entitled to
          exercise this Option) must deliver to the Company in accordance with
          the procedures established by the Administrator from time to time (i)
          a written or electronic notice of exercise in the form established by
          the Administrator from time to time stating the number of Vested
          Shares to be purchased upon exercise of the Option, (ii) full payment
          for such Vested Shares (A) in cash, by check or wire transfer in U.S.
          Dollars, (B) in the form required by any cashless exercise program
          implemented by the Company in connection with the Plan, or (C) in such
          other form of consideration approved by the Administrator, and (iii)
          full payment for all applicable taxes required to be withheld by the
          Company or the Employer in connection with such exercise. The Option
          will be deemed to be exercised only upon receipt by the Company of all
          the items described in clauses (i), (ii) and (iii) above and Awardee
          will bear all risks and all costs and expenses associated with any
          delay in delivering these items.

3.   Restrictions on Assignment. This Agreement shall inure to the benefit of
     and be binding upon the parties hereto and their respective heirs, personal
     representatives, successors, and assigns. This Option may not be sold,
     assigned, given, exchanged, pledged, hypothecated or otherwise transferred
     by Awardee except by will or the laws of descent and distribution or with
     the written consent (executed in ink on paper) of the Administrator. This
     Option may be exercised only by (i) Awardee, (ii) the executor or
     administrator of Awardee's estate (or, if Awardee has designated a
     beneficiary in accordance with Section 17 of the Plan, such beneficiary)
     following his or her death, or (iii) the guardian of Awardee's property if
     one is appointed by reason of Awardee's Total Disability. The Company is
     not obligated to recognize any exercise of this Option, or any purported
     sale, assignment, gift, exchange, pledge, hypothecation or other transfer,
     in violation of this Section 3 and, unless it elects to do otherwise, may
     treat any such purported exercise, sale, assignment, gift, exchange,
     pledge, hypothecation or transfer as null, void, and of no effect.


----------

*    To be included only in options that may vest after the anniversary of the
     Employment Date in 2012.


Option Certificate                                Adopted for Awards On or After
Nonstatutory Stock Option Agreement  Page 3 of 6                         09May01
Awards to US Associates
<PAGE>


4.   NO GUARANTEE OF CONTINUED EMPLOYMENT. AWARDEE ACKNOWLEDGES AND AGREES THAT
     THIS AWARD AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES DO NOT CONSTITUTE
     AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT BY THE COMPANY OR HIS
     OR HER EMPLOYER FOR ANY PERIOD OR AT ALL AND SHALL NOT INTERFERE WITH
     AWARDEE'S RIGHT OR THE COMPANY'S OR THE EMPLOYER'S RIGHT TO TERMINATE
     AWARDEE'S EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
     AWARDEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, AND AWARDEE'S
     ABILITY TO PURCHASE SHARES, WILL TERMINATE IN ACCORDANCE WITH THE TERMS OF
     THIS AWARD AGREEMENT AND THE PLAN IF AWARDEE CEASES TO PROVIDE SERVICES TO
     THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES AS AN EMPLOYEE OR CONSULTANT.

5.   Communications.

     (a)  All communications from Awardee to the Administrator, the Company or
          the Employer will be deemed delivered on the day the notice or other
          communication is received in tangible written form addressed to the
          Stock Administration Department at the Company's corporate
          headquarters address. All communications to Awardee from the
          Administrator, the Company or the Employer will be deemed delivered on
          the day the notice or other communication is (i) personally delivered
          to Awardee, (ii) electronically transmitted to Awardee to the last
          known electronic transmission address of Awardee, or (iii) placed in
          the official government mail of the country of the sender in an
          envelope with proper postage paid addressed to the last known address
          of that person as reflected in the Company's personnel or stock
          records. Either party may at any time change its address for
          notification purposes by giving the other written notice of the new
          address and the date upon which it will become effective.

     (b)  CONSENT TO ELECTRONIC DELIVERY OF COMMUNICATIONS, PLAN DOCUMENTS AND
          PROSPECTUSES. BY EXERCISING ANY RIGHTS OR PRIVILEGES, OR ATTEMPTING TO
          EXERCISE ANY RIGHTS OR PRIVILEGES, UNDER THIS AWARD AGREEMENT, AWARDEE
          WILL BE DEEMED TO CONSENT TO RECEIVING COPIES OF ALL COMMUNICATIONS
          RELATING TO THE PLAN AND THIS AWARD AGREEMENT BY ELECTRONIC
          TRANSMISSION, INCLUDING BUT NOT LIMITED TO THE PROSPECTUS RELATING TO
          THE PLAN, ALL PARTICIPATION MATERIALS, AND ALL OTHER DOCUMENTS
          REQUIRED TO BE DELIVERED IN CONNECTION WITH THE PLAN. UPON REQUEST,
          THE COMPANY WILL PROVIDE ANY SUCH DOCUMENTS TO AWARDEE (AT NO COST) IN
          TANGIBLE WRITTEN FORM.

6.   Disputes and Governing Law.

     (a)  This Award Agreement shall be governed by and construed in accordance
          with the substantive law of the state of Delaware, without regard to
          the choice of law rules in such state. ANY DISPUTE, CONTROVERSY, OR
          QUESTION ARISING UNDER, THIS AGREEMENT SHALL BE REFERRED FOR DECISION
          BY ARBITRATION IN DALLAS COUNTY, TEXAS BY A NEUTRAL ARBITRATOR
          SELECTED BY THE PARTIES HERETO. THE PROCEEDINGS SHALL BE GOVERNED BY
          THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT OR
          SUCH RULES LAST IN EFFECT (IN THE EVENT ASSOCIATION IS NO LONGER IN
          EXISTENCE). IF THE PARTIES ARE UNABLE TO AGREE UPON SUCH A NEUTRAL
          ARBITRATOR WITHIN THIRTY (30) DAYS AFTER ONE PARTY HAS GIVEN THE OTHER
          WRITTEN NOTICE OF THE DESIRE TO SUBMIT THE DISPUTE, CONTROVERSY OR
          QUESTION FOR DECISION AS AFORESAID, THEN EITHER PARTY MAY APPLY TO THE
          AMERICAN ARBITRATION ASSOCIATION FOR AN APPOINTMENT OF A NEUTRAL
          ARBITRATOR OR IF SUCH ASSOCIATION IS NOT THEN IN EXISTENCE OR DOES NOT
          ACT IN THE MATTER WITHIN THIRTY (30) DAYS OF APPLICATION, EITHER PARTY
          MAY APPLY TO THE COURTS OF THE STATE OF TEXAS FOR AN APPOINTMENT OF A
          NEUTRAL ARBITRATOR TO HEAR THE PARTIES AND SETTLE THE DISPUTE,
          CONTROVERSY OR QUESTION AND SUCH JUDGE IS HEREBY AUTHORIZED TO MAKE
          SUCH APPOINTMENT. THE DECISION OF THE NEUTRAL ARBITRATOR SHALL BE
          FINAL, CONCLUSIVE AND BINDING ON ALL INTERESTED PERSONS AND NO ACTION
          AT LAW OR EQUITY SHALL BE INSTITUTED OR, IF INSTITUTED, FURTHER
          PROSECUTED BY EITHER PARTY OTHER THAN TO ENFORCE THE AWARD OF THE
          NEUTRAL ARBITRATOR. THE AWARD OF THE NEUTRAL ARBITRATOR MAY BE ENTERED
          IN ANY COURT THAT HAS JURISDICTION. NEITHER PARTY WILL BE LIABLE TO
          THE OTHER FOR PUNITIVE DAMAGES FOR ANY SUCH CLAIMS AND EXECUTIVE
          HEREBY WAIVES ANY CLAIMS AGAINST COMPANY FOR SUCH DAMAGES. THE PARTIES
          AGREE THAT THE ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD REASONABLE
          ATTORNEYS' FEES AND EXPENSES TO THE PREVAILING PARTY IN ANY PROCEEDING
          UNDER THIS SECTION 6(a).


Option Certificate                                Adopted for Awards On or After
Nonstatutory Stock Option Agreement  Page 4 of 6                         09May01
Awards to US Associates
<PAGE>


     (b)  If any legal proceeding is brought to enforce or interpret the terms
          of this Agreement, the prevailing party will be entitled to reasonable
          attorneys' fees, costs, and necessary disbursements in addition to any
          other relief to which that party may be entitled.

     (c)  If any provision of this Agreement is held invalid or unenforceable
          for any reason, the validity and enforceability of all other
          provisions of this Agreement will not be affected. The section
          headings used herein are for reference and convenience only and do not
          affect the interpretation of this Agreement. This Award Agreement
          (including the Option Certificate), together with the Plan,
          constitutes the entire agreement between the parties with respect to
          its subject matter and may be waived or modified only in writing.

7.   Non-Competition and Non-Disclosure. Awardee acknowledges that: (i) in the
     course and as a result of employment with the Company or the Employer,
     Awardee will obtain special training and knowledge and will come in contact
     with the Company's or the Employer's current and potential customers, which
     training, knowledge, and contacts would provide invaluable benefits to
     competitors of the Company and the Employer; (ii) the Company and the
     Employer are continuously developing or receiving Confidential Information,
     and that during Awardee's employment he or she will receive Confidential
     Information from the Company, the Employer, and their respective customers
     and suppliers and special training related to the Company's and the
     Employer's business methodologies; and (iii) Awardee's employment by the
     Employer creates a relationship of trust that extends to all Confidential
     Information that becomes known to Awardee. Accordingly, and in
     consideration of this Award, Awardee agrees that the Company and the
     Employer will be entitled to terminate all rights to exercise the Award and
     to exercise the rights specified in Section 8 below if Participant does any
     of the following without the prior written consent of the Company or the
     Employer:

     (a)  while employed by the Company or the Employer or within one year
          thereafter:

          (i)   competes with, or engages in any business that is competitive
                with, the Company or the Employer within 250 miles of any
                location at which Awardee was employed by or provided services
                to the Company or the Employer;

          (ii)  solicits or performs services, as an employee, independent
                contractor, or otherwise, for any person (including any
                Affiliate or Subsidiary of that person) that is or was a
                customer or prospect of the Company or the Employer during the
                two years before Awardee's Severance Date if Awardee solicited
                business from or performed services for that customer or
                prospect while employed by the Company or the Employer; or

          (iii) recruits, hires, or helps anyone to recruit or hire anyone who
                was an employee of the Company or any Affiliate or Subsidiary of
                the Company, or of any of their customers for whom Awardee
                performed services or from whom Awardee solicited business,
                within the six months before Participant's Severance Date; or

     (b)  discloses or uses any Confidential Information, except in connection
          with the good faith performance of Awardee's duties as an employee or,
          solely with respect to the terms of this Agreement or the Plan, to
          Awardee's spouse or legal or financial advisors; or fails to take
          reasonable precautions against the unauthorized disclosure or use of
          Confidential Information; or solicits or induces the unauthorized
          disclosure or use of Confidential Information.

     If any court of competent jurisdiction finds any provision of this Section
     7 to be unreasonable, then that provision shall be considered to be amended
     to provide the broadest scope of protection to the Company that such court
     would find reasonable and enforceable. For purposes of this Section 7, the
     term "Confidential Information" means all written, machine reproducible,
     oral and visual data, information and material, including but not limited
     to the terms of this Agreement and the Plan, business, financial and
     technical information, computer programs, documents and records (including
     those that Awardee develops in the scope of his or her employment) that (i)
     the Company, its Affiliates and Subsidiaries, or any of their respective
     customers or suppliers treats as proprietary or confidential through
     markings or otherwise, (ii)


Option Certificate                                Adopted for Awards On or After
Nonstatutory Stock Option Agreement  Page 5 of 6                         09May01
Awards to US Associates
<PAGE>


     relates to the Company, its Affiliates and Subsidiaries, or any of their
     respective customers or suppliers or any of their business activities,
     products or services (including software programs and techniques) and is
     competitively sensitive or not generally known in the relevant trade or
     industry, or (iii) derives independent economic value from not being
     generally known to, and is not readily ascertainable by proper means by,
     other persons who can obtain economic value from its disclosure or use.
     Confidential Information does not include any information or material that
     is approved by the Company or its Affiliates or Subsidiaries for
     unrestricted public disclosure.

8.   Right to Buy Back Purchased Stock and to Require Payback of Certain
     Profits.

     (a)  If the Administrator (i) discovers that Awardee has engaged in any
          conduct prohibited by Section 7 or (ii) determines, in its sole
          discretion, that Awardee's employment by the Company or any of its
          Affiliates or Subsidiaries terminated or, if the relevant facts been
          known at the time, would have been terminated for Substantial
          Misconduct, then the Company will have the right for 150 days after
          the Administer discovers the relevant facts (A) to cancel any
          unexercised Award, whether or not exercisable or vested, (B) to buy
          from Awardee, at a purchase price equal to the Exercise Price, any
          Shares acquired by exercising this Option that became exercisable on
          or after the date two years before the date the Administrator
          discovered the relevant facts, and (C) to require Awardee to pay to
          the Company the Net Investment Proceeds with respect to any Shares
          that have been sold or otherwise transferred by Participant that the
          Company has the right to buy pursuant to clause (B) above. For
          purposes of this Section 8, "Substantial Misconduct" means termination
          of employment for conduct resulting in a felony conviction of Awardee;
          actions involving moral turpitude, theft, or dishonesty in a material
          matter; breach of any obligation under Section 7 of this Agreement; or
          failure by Awardee to carry out the directions, instructions,
          policies, rules, regulations, or decisions of the Company's or the
          Employer's Board of Directors including, without limitation, those
          relating to business ethics and the ethical conduct of the business of
          the Company and its Affiliates and Subsidiaries. For purposes of this
          Section 8, "Net Investment Proceeds," with respect to any Share sold
          or otherwise transferred by Awardee or Awardee's successor in
          interest, means the greater of the value of the gross proceeds
          received for such share or the Fair Market Value of such Share on the
          date of sale or transfer less, in either case, (i) the exercise price
          of this Option for such Share plus simple interest on such amount at
          the rate of 8% per annum to the date of the sale or transfer, (ii) any
          reasonable and customary commission paid for the sale or transfer, and
          (iii) the verified amount of any income taxes paid or payable on the
          sale or transfer.

     (b)  The Company may exercise its right by notifying Awardee of its
          election to exercise its right within such 150-day period. Awardee
          shall tender to the Company, within 10 days, the applicable Shares
          together with a duly executed stock power attached in proper form for
          transfer and/or a cashiers or certified check in the amount of the Net
          Investment Proceeds. If any such Shares or Net Investment Proceeds are
          not tendered within 10 days, the Company may cancel any outstanding
          certificate representing such Shares. The Company shall tender the
          purchase price for tendered Shares within five business days after the
          Shares are tendered to the Company or the Company cancels the
          applicable certificate, whichever occurs first.




Option Certificate                                Adopted for Awards On or After
Nonstatutory Stock Option Agreement  Page 6 of 6                         09May01
Awards to US Associates