exv10w41



 





Exhibit 10.41




PEROT SYSTEMS CORPORATION

2006 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN




ARTICLE ONE

GENERAL PROVISIONS




     I. PURPOSE OF THE PLAN



     This Plan is intended to promote the interests of Perot Systems Corporation, a Delaware
corporation, by creating an equity incentive arrangement to attract and retain the services of
highly qualified non-employee Board members.



     Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms
in the attached Appendix.



     II. ADMINISTRATION OF THE PLAN



     Administration of the Plan shall be self-executing in accordance with its terms and no plan
administrator shall exercise any discretionary functions with respect to any stock issuance made
under the Plan except as provided in IV(B) below.



     III. ELIGIBILITY



     Eligible Directors shall be limited to non-employee Board members (other than Ross Perot).



     IV. STOCK SUBJECT TO THE PLAN



     A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired
Common Stock, including shares repurchased by the Corporation on the open market. Subject to any
additional shares authorized by the vote of the Board and approved by the shareholders, the number
of shares of Common Stock reserved for issuance over the term of the Plan shall not exceed 500,000
shares.



     B. If any change is made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate
adjustments shall be made by the Plan Administrator to the maximum number and/or class of
securities issuable under the Plan. Such adjustments are to be effected in a manner that shall
preclude the enlargement or dilution of rights and benefits hereunder. The adjustments determined
by the Plan Administrator shall be final, binding and conclusive.



 









 





ARTICLE TWO

DIRECTOR AUTOMATIC GRANTS




     I. TERMS



     A. Grant Dates. Grants under this Article Two shall be made on the dates specified
below:



          1. Each individual who is first elected or appointed as a non-employee Board member at any
time on or after May 31, 2006 shall automatically be granted, on the date of such initial election
or appointment, a number of shares equal to the product of (a) the number of months (including full
and partial months) remaining until the next June 1 divided by 12 and (b) 5,000, provided that
individual has not previously been in the employ of the Corporation or any Parent or Subsidiary
within the three year period ending on the date of such initial election or appointment.




          2. On June 1 of each year, beginning with 2006, each individual who is to continue to serve as
an Eligible Director, whether or not that individual is standing for re-election to the Board at
that particular annual meeting of shareholders, shall automatically be granted an additional 5,000
unrestricted shares of Common Stock. There shall be no limit on the number of such stock awards
any one Eligible Director may receive over his or her period of Board service, and non-employee
Board members who have previously been in the employ of the Corporation (or any Parent or
Subsidiary) shall be eligible to receive one or more such annual stock awards over their period of
continued Board service.




     B. Issuance of Shares. Each stock award for 5,000 shares shall be immediately vested
and shall be issued to the applicable Eligible Director as soon as administratively practicable
after such Eligible Director becomes entitled to the award.



     C. Deferral Election. Each Eligible Director may elect to defer receipt of a future
year’s stock award to the date his or her Service terminates, in accordance with the rules of this
Section. An election to defer must apply to the entire stock award for the year in question and
must be made prior to the date such award is granted. A deferral election once made shall continue
in effect for each subsequent year’s award unless revoked at least 30 days before the grant date of
such future year’s award. All deferral elections shall be irrevocable as of the date of the award
to which the election relates.



ARTICLE THREE

MISCELLANEOUS




     I. TAX WITHHOLDING



     The Corporation’s obligation to deliver shares of Common Stock shall be subject to the
satisfaction of all applicable federal, state and local income and employment tax withholding
requirements.



 









 





     II. EFFECTIVE DATE AND TERM OF THE PLAN



     A. The Plan became effective immediately on the Plan Effective Date. Awards may be granted
under the Plan at any time on or after the Plan Effective Date.



     B. The Plan shall terminate upon the earliest to occur of (i) May 31, 2016 or (ii) the date on
which all shares available for issuance under the Plan shall have been issued as fully-vested
shares.



     III. AMENDMENT OF THE PLAN



     The Board shall have complete and exclusive power and authority to amend or modify the Plan in
any or all respects. In addition, shareholder approval will be required for any amendment to the
Plan that (i) materially increases the number of shares of Common Stock available for issuance
under the Plan, (ii) materially expands the class of individuals eligible to receive awards under
the Plan, (iii) materially increases the benefits accruing to the Participants under the Plan (iv)
materially extends the term of the Plan, (v) expands the types of awards available for issuance
under the Plan, or (vi) is otherwise required by applicable laws, rules or regulations, including
but not limited to any rules of any stock exchange or market system on which the Common Stock is
then listed for trading.



     IV. REGULATORY APPROVALS



     A. The implementation of the Plan, the issuance of any shares of Common Stock pursuant to any
award under the Plan shall be subject to the Corporation’s procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the stock granted under it
and the shares of Common Stock issued pursuant to it.



     B. No shares of Common Stock or other assets shall be issued or delivered under the Plan
unless and until there shall have been compliance with all applicable requirements of Federal and
state securities laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange or market system on which Common Stock is then listed for
trading.



     V. NO EMPLOYMENT/SERVICE RIGHTS



     Nothing in the Plan shall confer upon the Participant any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Participant,
which rights are hereby expressly reserved by each, to terminate such person’s Service at any time
for any reason, with or without cause.



     VI. COMPLIANCE WITH 409A



     The Plan and all awards granted hereunder are intended to comply with the requirements of Code
Section 409A and shall be administered accordingly, including, without limitation, the
delay in payment of all deferred awards for six months after the Participant’s termination of service for
any Participant who is a “specified employee” within the meaning of Code Section 409A.



 









 





APPENDIX




     The following definitions shall be in effect under the Plan:



          A. Board shall mean the Corporation’s Board of Directors.




          B. Code shall mean the Internal Revenue Code of 1986, as amended.




          C. Common Stock shall mean the Corporation’s Class A Common Stock.




          D. Corporation shall mean Perot Systems Corporation, a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock of Perot Systems
Corporation, which shall by appropriate action adopt the Plan.




          E. Eligible Director shall mean a non-employee Board member eligible to participate in
this Plan in accordance with the eligibility provisions of Articles One and Three.




          F. Parent shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain.




          G. Participant shall mean any person who is issued shares of Common Stock under the
Plan.




          H. Plan shall mean the Corporation’s 2006 Non-Employee Director Equity Compensation
Plan, as set forth in this document.




          I. Plan Administrator shall mean the Corporation.




          J. Plan Effective Date shall mean May 31, 2006.




          K. Service shall mean the performance of services for the Corporation (or any Parent
or Subsidiary) by a person in the capacity of an employee, a non-employee member of the board of
directors or a consultant or independent advisor, except to the extent otherwise specifically
provided in the documents evidencing the stock award thereunder. For purposes of the Plan, a
Participant shall be deemed to cease Service immediately upon the date on which the Participant no
longer performs services in any of the foregoing capacities for the Corporation or any Parent or
Subsidiary.




          L. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain.