Summary of EDS Non-employee Director Compensation Program



 Exhibit 10.1 
 2006-2007 Board Year 
 EDS Director

 Compensation for Non-Employee Directors 
 Overview 
 The EDS Compensation Plan for Non-Employee Directors is designed to recognize and reward the important contributions you make as a
board member guiding and directing the company. 
 Your compensation as a non-employee Director is awarded as an all-inclusive annual retainer. You can elect
to receive the annual retainer as a lump-sum cash payment, as EDS equity, or you can elect to defer receipt of all or part of your annual retainer until after your service as an EDS Director has ended. You are encouraged to elect at least half of
your compensation in the form of EDS equity, enabling you to reap the benefits of the decisions you make as an EDS Director, and more closely align your interests with those of our shareholders. 
 Payment is made at the beginning of each board year, typically at or following the annual shareholders’ meeting. If a non-employee Director is elected to EDS’
Board during the board year, he or she will receive prorated compensation upon election and will be allowed to choose the form of payment at that time. 
 Annual Retainer 
 Your annual retainer (or compensation) is determined as follows: 
 1. Base Retainer: You will receive an all-inclusive base retainer of $200,000 per board year, which compensates you for the day-to-day time and energy you spend
supporting our shareholders and advising EDS management. 
 2. Committee Chairperson Retainer: You will receive an additional retainer of $15,000 per board
year if you serve as a chairperson for one of the board committees. 
 Payment Form 
 Your compensation can be delivered in any combination of the following forms of payment: 
 1. Lump-Sum Cash Payment – You may receive your compensation as a lump-sum payment at the annual shareholders’ meeting. 







 2. Restricted Shares of EDS Stock – You may choose to convert your compensation into restricted shares of EDS stock
with a 110 percent face value. If this alternative is elected, the number of shares granted to you will be determined by multiplying the elected amount by 110 percent and then dividing that amount by the grant price. The grant price is determined by
averaging the high and low trade price of EDS stock on May 1, 2006. Vesting occurs over three years, with one-third vesting each year on or about the anniversary of the grant date. The value of your vested shares will be taxable as income to
you on the vesting date and will be reported annually on IRS Form 1099. Upon vesting, shares are held on account at American Stock Transfer & Trust Company (AST), the transfer agent for EDS. You will receive dividends (or dividend
equivalents) on all of your vested and unvested restricted shares at the same time dividends are paid to shareholders. 
 3. EDS Deferred Compensation Plan
for Non-Employee Directors – You may elect to defer your compensation into the EDS Deferred Compensation Plan for Non-Employee Directors (“Plan”), which enables you to defer receipt of payment (and taxes) until after your service as
an EDS Director has ended. In order to defer any compensation you earn as a non-employee Director for the 2006-2007 board year, your deferral election form must be returned to EDS on or before December 31, 2005. The Plan offers two accounts in
which you may invest your deferred compensation: the Interest- Bearing Account and the Phantom Stock Account. You may choose to defer your compensation into either or both accounts. 
  

	 	•	 	Interest-Bearing Account: Deferrals into this account will be credited at 100 percent of the face value of the deferred compensation on May 1, 2006, and will earn interest that
is compounded monthly and credited to the account on the last day of each month. The interest rate is an annual rate established by multiplying the Federal Long-term Rate in effect for January by 120 percent, and is adjusted each calendar year.


  

	 	•	 	Phantom Stock Account: Deferrals into this account will be converted into phantom stock units of EDS common stock and will be credited at 110 percent of the face value of the
deferred compensation. The number of phantom stock units credited to your account is determined using the average of the high and low trade price of EDS stock on May 1, 2006. Additional phantom stock units will be credited to your account
representing dividend equivalents on your phantom stock units at the same time dividends are paid to shareholders. 

 Your account balance in
the Plan will be distributed to you as a cash payment within 60 days after your service as an EDS Director has ended. The cash payment will represent the fair market value of your account balance (both the interest-bearing and phantom stock
accounts) on your last day of service as an EDS Director, plus accrued interest through the payment date. You can elect the form of payment 







 from one of the following distribution methods: 
  

	 	1.	lump-sum payment, 

  

	 	2.	three annual installments, or 

  

	 	3.	five annual installments. 

 Through December 31, 2005, you have a
special one-time opportunity to make a final payment election if you have not done so already. This payment election will apply to your entire Plan account balance, and it will revoke and supersede any previous payment elections you have filed. Once
made, this election is irrevocable. If you do not make an election by December 31, 2005, the form of payment election you currently have on file will remain in effect, and cannot be changed. 
 Stock Ownership Guidelines 
 Owning stock in EDS closely aligns your
interests with those of our shareholders and allows you to reap the benefits of the value you help create. As a non-employee director, you are expected to achieve and maintain a stock ownership level equivalent to two times your Annual Retainer
($400,000 in total) during your board service. You have until the beginning of the 2009-2010 board year, or five years from your election to the board (whichever is later), to achieve this stock ownership level. 
 You have many ways to accumulate EDS equity. The value of your EDS equity holdings will include: 
  

	 	•	 	shares held outright 

  

	 	•	 	phantom stock units 

  

	 	•	 	restricted stock awards 

  

	 	•	 	in-the-money value of stock options 

 Your stock ownership status will be
reviewed and reported to you each January. 
 Although these guidelines establish a minimum expectation of EDS stock ownership, you are encouraged to
increase your EDS stock ownership beyond this guideline. 
 For Additional Information 
 If you have any questions, please contact Michael E. Paolucci, Vice President, Global Compensation and Benefits, at 972 605 1646.

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of their respective owners. EDS is an equal opportunity employer and values the diversity of its people. Copyright © 2005 Electronic Data Systems Corporation.