exv10w34



 





EXHIBIT 10.34




March 10, 2004



Mr. Brian Maloney

c/o Perot Systems Corporation

2300 West Plano Parkway

Plano, Texas 75026



     Re: Employment Agreement



Dear Brian:


Reference is made to your Employment Agreement (“Agreement”) dated March 11,
2002, between you and Perot Systems Corporation (the “Company”), attached
hereto as Exhibit A.



By executing this letter agreement, you and the Company agree and acknowledge
the incorporation of the following terms and conditions into the Agreement
effective as of the date of this letter agreement:




     1. From and after the date hereof, in accordance with the Company’s
practice of substituting restricted stock awards for a portion of stock option
awards for its executive officers, as such practice may exist from time to
time, the Company shall have the right to substitute restricted stock of the
Company in place of up to 50% of future grants of Company stock options that
would otherwise be made to you pursuant to the Agreement. These substitutions
shall be made at the substitution rates in effect for the Company’s other
executive officers from time to time.



     For example, at the substitution rate currently used by the Company (for
every 2 stock options reduced, the Company awards 1 share of restricted stock),
the Company would and instead of granting 100 stock options, award you the
following:




	 	•	 	25 shares of restricted stock; and
	 
	 	•	 	50 stock options.




     2. If at any time after the date of this letter agreement the substitution
rate shall be changed by the Company, the Agreement shall reflect such change
and the rate applicable to the Agreement shall continue to correspond to the
substitution rate used by the Company for its other executive officers;
provided that the Company shall not change the substitution rate in a manner
that, after considering all components of your compensation, negatively affects
the overall value of the compensation package originally provided for in the
Agreement.


This letter agreement may be executed in any number of counterparts, all of
which taken together shall constitute one letter agreement.




 









 




Except as otherwise specifically provided in this letter agreement, the terms
of the Agreement shall remain in full force and effect.




	 	 	 	 	 
	

	 	Sincerely,
	 
	 	 	 	 
	

	 	PEROT SYSTEMS CORPORATION
	 
	 	 	 	 
	

	 	By:	 	/s/ DARCY ANDERSON
	

	 	 	 	
 
	

	 	Name:	 	Darcy Anderson
	

	 	 	 	
 
	

	 	Title:	 	Vice President
	

	 	 	 	
 
	Agreed and Acknowledged

on March 10, 2004:
	 	 	 	 
	 
	 	 	 	 
	/s/ BRIAN MALONEY
	 	 	 	 
	

Brian Maloney
	 	 	 	 







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Exhibit A







EMPLOYMENT AGREEMENT



Perot Systems Corporation, a Delaware corporation (“Company”), and Brian Maloney
(“Executive”) agree to enter into an employment relationship in accordance with
the terms of this Agreement.



1. Commencement; Base Salary. Executive’s employment with the Company will
commence not later than March 11, 2002 (the “Employment Date.”) Executive’s
monthly base salary (“Base Salary”) will be $41,666.66 payable in accordance
with Company’s standard payroll practice, but not less than monthly. The Base
Salary shall be reviewed, at least annually, and adjusted (upward only) in the
sole discretion of the Chief Executive Officer (the “CEO”). The CEO may consider
in such review such information as he deems relevant, including compensation
paid by peer companies.



2. Bonus. Any bonuses will be paid as follows:




          (a) Annual Executive Bonus Plan. Executive is eligible to receive an
Annual Executive Bonus (“Executive Bonus”), payable in cash, with a target (not
actual) bonus equal to one hundred percent (100%) of the actual Base Salary paid
in the calendar year prior to payment of the Executive Bonus. Executive’s actual
bonus may be higher, with an expected maximum of two hundred percent (200%) of
the actual Base Salary paid in the calendar year prior to the payment of the
Executive Bonus, but may be lower. Except as provided in Section 2(b), the
Company is not required to pay Executive an Executive Bonus, and in any event
payment of the Executive Bonus is entirely within the discretion of the CEO. The
CEO may, but is not required to, use a bonus plan, which is currently
anticipated to have terms substantially similar to those described on Exhibit A,
to determine the Executive Bonus. The Company reserves the right to amend the
Bonus Plan at any time. Bonuses will be paid in the ordinary course of the
Company’s business on a date designated by the CEO (typically in February and
March of the following calendar year) (“Bonus Payment Date”). To be eligible to
receive an Executive Bonus, Executive must be employed with the Company on the
Bonus Payment Date. The amount of Executive Bonus that Executive is to be paid
for any annual bonus period is the “Actual Bonus Amount.”



          (b) Executive Bonus Guarantee. Notwithstanding Section 2(a) above, the
Company will guarantee Executive a minimum bonus for the first two years of the
term of this Agreement of $700,000, payable over 3 years, as follows:




     (i) The Actual Bonus Amount for calendar year 2002 will not be
less than $233,000.



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     (ii) The Actual Bonus Amount for calendar year 2003 will be an
amount sufficient so that the sum of the Actual Bonus Amounts for the
calendar years 2002 and 2003 will not be less than $466,000.




     (iii) If the sum of the Actual Bonus Amounts for calendar
years 2002 and 2003 is less than $700,000 then, in addition to any
Executive Bonus for calendar year 2004, Executive will receive a
payment on the Bonus Payment Date for calendar year 2004 equal to the
amount by which the sum of the Actual Bonus Amounts for calendar years
2002 and 2003 is less than $700,000; which amount will not count toward
or be considered part of the Executive Bonus for calendar year 2004.



          Executive must be employed with the Company on the relevant Bonus
Payment Date in order to receive any payment referred to in this Section 2(b),
unless the CEO, in his sole discretion, waives such requirement after advance
consultation and discussion with Executive.



          (c) If Executive becomes employed by the Company before March 15, 2002
and does not receive a bonus of at least $210,000 from Executive’s current
employer, then Executive will receive a signing bonus from Company in the amount
of $210,000 less any bonus amount Executive receives from Executive’s current
employer. The signing bonus will be paid on or before 30 days after Executive’s
Employment Date.


3. Executive’s Duties. Executive’s duties are as follows:




          (a) Executive’s Role. Executive agrees to serve in the capacity of
Chief Operating Officer of the Company worldwide. Executive will report to the
CEO and be subject to the supervision of the CEO and the Board of Directors (the
“Board”) of the Company. Executive will have all powers reasonably necessary to
discharge Executive’s responsibilities, subject to the supervision and control
of the CEO and the Board.



          (b) Time and Effort. During the term of this Agreement, Executive
agrees to devote Executive’s full business time and effort to the performance of
Executive’s duties and responsibilities as Chief Operating Officer. Executive
may spend reasonable amounts of time on Executive’s personal civic and
charitable activities that do not materially interfere with the performance of
Executive’s duties and responsibilities to the Company. Executive shall have an
office in the corporate office of the Company in Dallas, Texas with
administrative support and an office facility in the New York City metropolitan
area, in a home office until suitable office facilities are able to be procured
by the Company in the New York City metropolitan area. During the term of the
Agreement, the Executive shall be, if he meets the requirement for
participation, entitled to participate in



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the employee benefits and perquisites offered by the Company to its senior
executive employees generally. The Executive shall be entitled to at least five
(5) weeks of paid time off during each twelve (12) month period of the
Agreement.



4. Stock Options. Executive’s stock options are as follows:




          (a) Initial Grant. In recognition of the Executive’s executive role at
the Company, Executive is expected to participate in Company’s 2001 Long-Term
Incentive Plan (“Plan”). The Company will award Executive, as of the Employment
Date, a non-qualified stock option (“Stock Option”) under the Plan to purchase a
total of 300,000 shares of Company stock in accordance with the terms of the
Plan as of the Employment Date. The Stock Option will be in substantially the
form of Exhibit B to this Agreement.



          (b) Additional Grants. Beginning on the first anniversary of the date
Executive’s employment commences and during the term of this Agreement, the
Company intends to award Executive an additional non-qualified stock option
(“Annual Option”) to purchase a total of 60,000 shares of Company stock in
accordance with the terms of the Plan, but whether the Annual Option is awarded
to Executive is entirely within the discretion of the CEO. Each Annual Option
will be in substantially the form of the Stock Option, except that all of the
options in the Annual Option will be scheduled to vest at one time on the fifth
(5th) anniversary of grant and will reflect, as appropriate, changes in the
standard Company Stock Option grant form since the date of the Stock Option
grant.



          (c) Merit Grants. Beginning on the first anniversary of the date
Executive’s employment commences and on the subsequent anniversaries of the
Employment Date, Company anticipates that it will award Executive, if the
Executive meets the criteria established by the CEO an additional non-qualified
stock option (“Merit Option”) to purchase a total of 20,000 to 25,000 shares of
Company stock, but whether the Merit Option is awarded to Executive is entirely
within the discretion of the CEO. The Merit Option shall not vest and become
exercisable at a rate of more than 20% per year and will not contain any
provision providing for acceleration or modification of vesting on retirement or
similar circumstance. The form of the Merit Option will be determined by the CEO
and the scheduled vesting of the Merit Option may be affected by objective
performance and will be conditioned upon Executive’s continued employment with
the Company as of each vesting date.



          (d) Conflict. In the event of a conflict between the terms of Section 4
and the Plan or any option agreement referred to in this Section 2, the
provisions of the Plan or such option agreement, as the case may be, shall
control. The Stock Option agreement shall be executed by Executive and the
Company on the Employment Date.



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5. Term. The term of this Agreement (the “Term”) shall begin on the Employment
Date (the “Effective Date”) and continue until the sixth anniversary of the
Effective Date.



6. Termination.




          6.1 By the Company. The Company may terminate Executive’s employment
hereunder without any breach of this Agreement by giving written notice to
Executive under the following circumstances:




     (a) Death. Executive’s employment shall terminate upon
Executive’s death.




     (b) Disability. The Company shall be entitled to terminate
Executive’s employment because of Executive’s Disability during the
term of this Agreement. “Disability” means that as a result of
Executive’s incapacity due to physical or mental illness Executive has
been or will be absent from Executive’s duties hereunder on a full-time
basis for six (6) consecutive months.




     (c) For Cause. The Company shall be entitled to terminate
Executive’s employment for Cause. “Cause” shall mean:




     (i) Fraud, misappropriation, embezzlement or other
act of material misconduct against the Company or any of its
affiliates.




     (ii) Conviction of or the entering of a guilty plea
or plea of no contest with respect to a felony, the equivalent
thereof, or any other crimes with respect to which
imprisonment is a punishment;




     (iii) Willful and knowing violation of any rules or
regulations of any governmental or regulatory body material to
the business of the Company;




     (iv) Substantial and willful failure to render
services in accordance with the terms of this Agreement (other
than as a result of illness, accident, or other physical or
mental incapacity); or




     (v) Executive’s material violation of any Company
policy or code of conduct.




In the case of any termination under this Section 6.1(c), the Company
will provide the Executive a summary of the material reasons for such
termination in its written notice.




     (d) Not for Cause. Company may terminate Executive’s
employment for any reason not described in Sections 6.1(a) — 6.1(c)
above or for no reason.



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          6.2 By Executive. The Executive may terminate his employment for Good
Reason or without Good Reason. “Good Reason” will exist in the event that the
Company, without the Executive’s written consent: (i) institutes a material
adverse change in the Executive’s title or in the duties assigned to the
Executive; (ii) requires the Executive to relocate his principal residence to a
location other than the New York City metropolitan area; (iii) reduces the total
amount of the Executive’s annual base compensation for any fiscal year, or (iv)
substantially fails to comply with the provisions of this Agreement. The
Executive shall have Good Reason to terminate his employment if (i) within
forty-five (45) days following the Executive’s actual knowledge of the event
which the Executive determines constitutes Good Reason, he notifies the Company
in writing that he has determined a Good Reason exists and specifies the event
creating Good Reason, and (ii) following receipt of such notice, the Company
fails to remedy such event within forty-five (45) days.



          6.3 Notice and Cure. Termination For Good Reason pursuant to Section 6
shall not constitute valid termination on the first occasion of any breach
unless the Company shall have first received written notice from Executive
stating the nature of the breach and affording the Company at least thirty (30)
days to correct the act or omission complained of.



          6.4 Payment. Payment will occur as follows:




     (a) Death, Disability, For Cause, and Not for Good Reason. If
the Company terminates Executive’s employment due to Executive’s death,
disability, or for Cause or Executive terminates Executive’s employment
not for Good Reason, then Company will pay Executive (or Executive’s
estate, executor or legal representative, as appropriate) any salary
that has accrued to the date employment ceases, and the Company’s
obligations to pay additional salary or cash compensation or benefits
will terminate as of such date.




     (b) Not for Cause or For Good Reason. If the Termination
Effective Date is within six (6) years of Employment Date, then should
the Company terminate Executive’s employment not for Cause, or should
Executive terminate Executive’s employment for Good Reason, then
Executive will receive an amount equal to thirty-six (36) times
Executive’s then current monthly Base Salary, payable in thirty-six
(36) monthly installments calculated to be equal payments over the
remaining term of such payments, subject to Section 6.4(c). In addition
to the other payments specified in this Section 6.4(b), the Company may
make such other payments and grant such other benefits as the CEO may,
in his sole discretion, deem to be appropriate, after advance
consultation and discussion with Executive.



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     (c) Compensation If Executive’s good faith base salary from
any employment as an employee (considered to be paid in equal monthly
installments) entered into by Executive after such termination is equal
to or greater than $41,666.66 for any given month, then the monthly
obligations in Section 6.4(b) above shall, in the sole discretion of
the CEO after advance consultation and discussion with Executive,
terminate effective as of that time forward. If Executive’s total cash
compensation from any alternative employment arrangement is never
greater than $41,666.66 per month, then any compensation received by
Executive from alternative arrangement shall reduce, dollar for dollar,
the monthly amounts payable under Section 6.4(b) above. Executive’s
income from any consulting activity undertaken by Executive after
termination for any given month will also reduce, dollar for dollar,
the monthly amounts referred to in Section 6.4(b) above with respect to
such month. Notwithstanding the foregoing, Executive will have no duty
to mitigate.




     (d) Termination Effective Date. Executive’s “Termination
Effective Date” is Executive’s last day of employment with the Company.


7. Confidential Information. Executive acknowledges that Executive will receive
confidential information and training from Company, its affiliates, customers
and suppliers because of Executive’s relationship of mutual confidence and
trust. This confidential information will include all business, financial and
technical information, including information that Executive develops, relating
to the business activities, products or services of Company, its customers or
suppliers, whether or not such information is identified as confidential.
Confidential information does not include any information that Company approves
for unrestricted public disclosure. Executive agrees not to disclose or use, and
will take reasonable precautions to prevent the disclosure or use of, any of
this confidential information, except in the good faith performance of
Executive’s duties, and Executive agrees to return all confidential information
to Company at its request. At Company’s request, Executive agrees to execute and
comply with a third party’s agreement not to disclose or use its confidential
information. In addition, Executive agrees not to solicit or induce the
unauthorized disclosure or use of any third party’s confidential information.



8. Proprietary Rights. All copyrights, patent rights and other intellectual
property rights in and to all works of authorship, including software programs,
and inventions that Executive produces, working alone or jointly with others,
while employed by Company, together with all related ideas, know-how and
techniques will be owned solely by Company, except for works of authorship or
inventions that both (i) Executive develops on Executive’s own time without
using Company’s resources or confidential information, and (ii) does not relate
to Executive’s work for the Company or the Company’s business or actual or
demonstrably anticipated research or development. Executive agrees to disclose
and assign to the




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Company, and waive (to the maximum extent permitted by law) all moral or similar
rights in, all such works of authorship and inventions, and will sign, without
additional compensation, all necessary documents and otherwise assist the
Company, at its expense, to register and enforce all copyrights, patents and
other intellectual property rights. Executive appoints the Company as
Executive’s attorney-in-fact for the sole purpose of executing all necessary
documents relating to the registration or enforcement of the Company’s
copyrights, patents and other intellectual property rights. The Company can
waive its rights in any work of authorship or invention only through a written
instrument signed by an officer of the Company after Executive has fully
disclosed in writing the existence and nature of that work of authorship or
invention.



9. No Competition. Because of Executive’s access to Confidential Information,
for one year after Executive’s employment by the Company ends for any reason,
Executive agrees not to solicit or perform services as an employee, independent
contractor or otherwise, for any person (including any affiliates or
subsidiaries of that person) that is or was a customer or prospect of Company
during the two years prior to that date if Executive solicited business from or
performed services for that customer or prospect while employed by Company. If a
court finds this paragraph to be unreasonable, then this paragraph will be
amended to provide the broadest scope of protection to Company that such court
will allow.



10. No Solicitation. For one year after Executive’s employment with the Company
ends, for any reason, Executive agrees not to recruit, hire or help anyone to
recruit or hire anyone who was an employee of the Company or any of its
customers within the six months before Executive’s employment by the Company
ended. If a court finds this paragraph to be unreasonable, then this paragraph
will be amended to provide the broadest scope of protection to Company that such
court will allow.



11. Outside Activities. While employed by Company, Executive agrees not to
engage or have any financial interest (excluding investments in less than 5% of
the securities of a publicly-traded company) in any other business activity,
without notifying the Company and obtaining its approval. Executive represents
that to the best of his knowledge and belief the performance of Executive’s
duties will not conflict with any obligations that Executive has to any former
employer or other person.



12. Policies. As an employee of Perot Systems, Executive agrees to read, review,
and comply with all policies of Company, including its Standards and Ethical
Principles and all other policies published on The Real Time Associate Network
(TRAIN), and acknowledges that Company may revise these policies from time to
time without Executive’s consent. Executive acknowledges that Executive has read
and will comply with the Standards and Ethical Principles.




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13. Notice and Cure. Any notice, demand or request required or permitted to be
given or made under this Agreement will be in writing and will be deemed given
or made when delivered in person, when sent by United States registered or
certified mail, or postage prepaid, or when telecopied to a party at its address
or telecopy number specified below:




If to the Company:



Perot Systems Corporation

Attention: Chief Executive Officer

2300 Plano Parkway

Plano, Texas 75075



Telecopy number: (972) 577-6109



With a copy to:



Perot Systems Corporation

Attention: General Counsel

2300 Plano Parkway

Plano, Texas 75075

Telecopy number: (972) 577-6085



If to Executive:



Brian Maloney

22 Starview Drive

Flemington, New Jersey 08822



          The parties to this Agreement may change their addresses for notice in
the manner provided above.


14. Return of Property. At the end of Executive’s employment, Executive will
promptly return all the Company’s property and Confidential Information to the
Company, and the Company may deduct any amounts owed by Executive to the Company
from any amounts otherwise due to Executive from the Company.



15. Severability. The paragraphs and provisions of this Agreement shall be
considered severable and the invalidity of all, or any paragraph or provision,
shall not render invalid or impair the binding nature and effect of any other
paragraph or provision contained herein. In addition, it is agreed that any
court of competent jurisdiction may modify any unlawful provision of this
Agreement in order to make the provision valid, reasonable, and enforceable.



16. Counterparts. This Agreement may be executed in counterparts, all of which
together will constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart.




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17. Reimbursement of Expenses. The Company will reimburse Executive, in
accordance with Company policy, for all expenses actually and reasonably
incurred by him in the business interests of the Company. The Company will
reimburse Executive for reasonable attorneys fees and expenses incurred by
Executive in the negotiation and preparation of this Agreement, up to a maximum
of $20,000.



18. Inventions; Developments. Executive agrees to notify the Company of any
discovery, invention, innovation, or improvement which is related to the
Business (collectively called “Developments”) conceived or developed by
Executive during the term of the Executive’s employment. All Developments,
including but not limited to, all written documents pertaining thereto, will be
the exclusive property of the Company, as the case may be, and will be
considered Confidential Information subject to the terms of this Agreement.
Executive agrees that when appropriate, and upon written request of the Company,
as the case may be, Executive will acknowledge that Developments are “works for
hire” and will file for patents or copyrights with regard to any or all
Developments and will sign documentation necessary to evidence ownership of
Developments in the Company or the Parent, as the case may be.



19. Employment. Executive understands that Executive’s employment is “at will”
and that either Executive or Company can terminate Executive’s employment, with
or without cause, at any time, unless otherwise prohibited by law; provided that
the foregoing does not limit the rights, remedies, or obligations of Executive
or the Company under the terms of this Agreement. Executive understand that
Company may transfer Executive’s employment among its affiliates and Executive
hereby consents to the assignment of this agreement by Company to an affiliate
in connection with any such transfer(s). Executive agrees that this Agreement
will continue to apply to Executive if Executive is transferred to an affiliate
of Company. Any such assignment shall be consistent with the Executive’s
position as COO of the Company and notwithstanding any such assignment the
Executive shall continue to report and be supervised solely by the Chief
Executive Officer of the Company and the Board of Directors.



20. OFFSETS. EXECUTIVE AUTHORIZES COMPANY TO OFFSET, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY AMOUNTS THAT EXECUTIVE OWES COMPANY AGAINST, AND TO
WITHHOLD SUCH AMOUNTS FROM, ANY AMOUNTS, INCLUDING SALARY, BONUSES, COMMISSIONS
AND EXPENSE REIMBURSEMENTS, COMPANY OWES EXECUTIVE.



21. ELECTRONIC FUNDS TRANSFERS. EXECUTIVE AGREES TO DESIGNATE A CHECKING OR
OTHER BANK ACCOUNT TO ALLOW COMPANY AND ITS AFFILIATES AND AGENTS, AND TO
EXECUTE SUCH DOCUMENTS AS MAY BE NECESSARY TO AUTHORIZE COMPANY AND ITS
AFFILIATES AND AGENTS, TO INITIATE (a) DIRECT DEPOSITS (CREDIT ENTRIES) TO SUCH
ACCOUNT FOR ALL PAYROLL, EXPENSE




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REIMBURSEMENT AND OTHER AMOUNTS PAYABLE TO EXECUTIVE BY THE COMPANY, AND (b)
WITHDRAWALS (DEBIT ENTRIES) FROM SUCH ACCOUNT TO CORRECT ERRONEOUS CREDIT
ENTRIES OR TO COLLECT AMOUNTS PAYABLE BY EXECUTIVE TO COMPANY.



22. ELECTRONIC NOTICES AND SIGNATURES. EXECUTIVE AGREES TO RECEIVE DELIVERY OF
ALL FUTURE NOTICES AND OTHER COMMUNICATIONS RELATING TO EXECUTIVE’S EMPLOYMENT
AND BENEFITS VIA E-MAIL AT THE ADDRESS ASSIGNED TO EXECUTIVE BY COMPANY, THROUGH
PUBLICATION ON TRAIN OR IN A LOCATION TO WHICH EXECUTIVE HAS ACCESS AND IS
DIRECTED BY E-MAIL OR BY COMPARABLE ELECTRONIC MEANS. EXECUTIVE AUTHORIZES THE
COMPANY AND ITS AFFILIATES (a) TO ACCEPT EXECUTIVE’S ELECTRONIC SIGNATURE AS
BINDING AND FINAL ON ALL FORMS OR AGREEMENTS RELATING TO EXECUTIVE’S EMPLOYMENT,
EXECUTIVE’S HEALTH, WELFARE OR INSURANCE BENEFITS, EXECUTIVE’S EXPENSE REPORTS,
AND EXECUTIVE’S PARTICIPATION IN ANY STOCK OPTION, STOCK PURCHASE OR OTHER
EQUITY INCENTIVE PLAN (INCLUDING ANY STOCK OPTION AGREEMENT AND ANY ENROLLMENT
OR WITHDRAWAL FORMS), AND (b) TO PROCESS ALL EMPLOYMENT-RELATED TRANSACTIONS OR
ANY OTHER ELECTRONIC SUBMISSION INITIATED USING AN ELECTRONIC SIGNATURE PROCESS.
EXECUTIVE’S ELECTRONIC SIGNATURE MAY BE REPRESENTED BY ACTIVATING, THROUGH ANY
SYSTEM OR NETWORK THAT IS PROTECTED BY A PASSWORD OR OTHER INDIVIDUAL IDENTITY
SECURITY METHOD, (1) AN ELECTRONIC “PUSH-BUTTON” DISPLAYED ON TRAIN, (2) AN
INTERACTIVE VOICE RESPONSE SYSTEM, OR (3) ANY COMPARABLE CONDUCT OR ELECTRONIC
PROCESS OR MECHANISM REASONABLY OR COMMONLY UNDERSTOOD TO REPRESENT A MEANS OF
ACKNOWLEDGEMENT OR ASSENT. WITHIN 10 BUSINESS DAYS AFTER ISSUING EXECUTIVE’S
ELECTRONIC SIGNATURE EXECUTIVE MAY REQUEST AND RECEIVE FROM COMPANY A PAPER OR
ELECTRONIC CONFIRMATION THAT EXECUTIVE’S ELECTRONIC SIGNATURE HAS BEEN RECEIVED.
EXECUTIVE AGREES THAT IT IS EXECUTIVE’S RESPONSIBILITY TO USE, PROTECT AND
UPDATE EXECUTIVE’S PASSWORD OR OTHER INDIVIDUAL IDENTITY SECURITY METHOD USED
FOR ELECTRONIC SIGNATURE PURPOSES.



23. GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY RULES OF CONFLICTS OF LAW. 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




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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 23.



24. Continuing Obligations. Executive agrees that Executive’s obligations with
respect to confidential information, proprietary rights, non-competition and
non-solicitation will continue after Executive’s employment with Company ends.
Executive also agrees that Executive’s breach of any of these obligations will
cause irreparable injury for which there are no adequate remedies at law and
that Company will be entitled to equitable relief in addition to all other
remedies that may be available.



25. Entire Agreement. This Agreement and the agreements referred to herein are
our entire agreement with respect to its subject matter. It supersedes any prior
discussions, promises, or agreements on these subjects. It cannot be changed
except in writing signed by an officer of Company and Executive.




	 	 	 	 	 	 	 
	BRIAN MALONEY	 	PEROT SYSTEMS CORPORATION
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	Signed:

	 	 	 	Title:	 	 
	 

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	
 
	 	 	 	
 







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Exhibit A




BONUS PLAN ANTICIPATED TERMS



The Company Bonus Plan is currently being formulated, but it is expected that at
a minimum achievement of 7% earnings-per-share growth (earnings-per-share and
revenue growth will be measured as a two year rolling compound annual growth
percentage (but one year for 2002 performance) based on results that could
exclude non-recurring or unusual events), the Bonus Plan would contemplate
payments of bonuses. Once the minimum earnings-per-share growth rate is
achieved, the performance would be measured against a composite growth rate
based on revenue and earnings per share, which initially will be weighted 50/50,
but may be revised from time to time. At a minimum composite growth rate of 7%,
the Bonus Plan would pay 25% of the target bonus. The payout grows on a linear
basis as percentage growth increases such that at 17% growth, the Bonus Plan
would pay 100% of target bonus and at 30% growth the plan would pay
approximately 200% or the target bonus. The payout may have a discretionary
adjustment up to 20% (plus or minus) depending on individual performance against
goals established with the CEO every year. The foregoing is not final and any
bonus plan is subject to the discretion of the CEO in all respects.