exv10w12



 








EXHIBIT 10.12








Perot Systems Corporation

2001 Long Term Incentive Plan




Unit Certificate

Restricted Stock Unit Agreement

(Deferral Option)




	 	 	 
	Awardee:

	 	<>
	ID #:

	 	<>
	Grant Date:

	 	<>
	Award Shares:

	 	<>
	Vesting Schedule:

	 	20% of the Award Shares will become vested on each of
the first five anniversaries of the Grant Date, provided
that Awardee receives, using the methodology selected by
the Committee, a “satisfactory” or better performance
evaluation for the calendar year preceding the
applicable anniversary.
	Expiration Date:

	 	The earlier of (i) seventh anniversary of the Grant
Date, (ii) the Awardee’s Severance Date (as such term is
defined in the Plan), or (iii) any other date on which
the Stock Award terminates under the Award Agreement or
Plan.






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



The Award Agreement, 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/planDocs.html. Perot Systems’
filings with the United States Securities and Exchange Commission are available
on the Company’s website at http://www.perotsystems.com/investors/. 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) 577-5670 or by e-mail to Stock-Dept@ps.net.



By accepting Restricted Stock, or asserting or attempting to assert any rights
or privileges, under the Award Agreement, you:





	 	•	 	agree to be bound by the terms of the Award Agreement and the Plan;
	 
	 	•	 	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
	 
	 	•	 	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 this award, please contact the Stock Administration
Department within 60 days after the Grant Date.



If you wish irrevocably to elect to defer the issuance of Vested Shares
(defined in the Award Agreement) until the earlier of (i) the seventh anniversary of the Grant Date or (ii) your Severance Date, please initial here:                 .  For other deferral options, please contact the Administrator.




	 	 	 	 	 	 	 
	PEROT SYSTEMS CORPORATION
	 	<Awardee>
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	

	 	

Ross Perot, Jr.

Chief Executive Officer
	 	


Date:

	

	 	 	 	 	 	
 







	 	 	 	 	 
	Unit Certificate

Restricted Stock Unit Agreement

	 	

Page 1 of 6
	 	Adopted for Awards granted

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Perot Systems Corporation

2001 Long-Term Incentive Plan




Restricted Stock Unit Agreement

(Deferral Option)




	1.	 	General.





	 	(a)	 	The terms and conditions set forth below, together with a certificate
issued by the Company (“Unit Certificate”) setting forth the name of the
person (the “Awardee”) to whom the Company has granted units
representing the number of shares of Restricted Stock that may be issued
to the Awardee (the “Unit Shares”) and the dates on which such Unit
Shares may be issued, constitute this Restricted Stock Unit Agreement
(“Award Agreement”).
	 
	 	(b)	 	The terms and conditions of the Perot Systems Corporation 2001
Long-Term Incentive Plan (“Plan”), except Sections 9, 10, 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
Unit Shares. 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.
	 
	 	(c)	 	English Language. This Agreement has been written in English, which
language will control in all respects. No translation of this Agreement
into any other language will be of any force or effect in its
interpretation or in a determination of the intent of either party.
Each party waives, to the maximum extent permitted by applicable law,
any right it may have under the laws of any country or other
jurisdiction to have this Agreement written in any other language.





	2.	 	Grant, Vesting, Issuance, Restrictions and Taxes.





	 	(a)	 	Subject to the terms and conditions of this Award Agreement, the
Company shall credit to a separate account maintained on the books of
the Company (“Account”) a number of units equal to the number of Unit
Shares. On any date, the value of each Unit Share shall equal the Fair
Market Value of a Share.
	 
	 	(b)	 	The interest of Awardee in the Unit Shares will vest, if at all, in
one or more installments for a portion of the Unit Shares (“Vested
Shares”) on the dates, or upon satisfaction of the conditions, specified
as the “Vesting Schedule” in the Unit Certificate, provided that no
installment of Unit Shares will become vested on or after any date, or
upon satisfaction of any condition on or after any date, after the
Awardee’s Severance Date, except as provided in Section 11(b), (c), (d)
or (e) of the Plan. If any of the conditions specified in the Vesting
Schedule are not satisfied, the portion of the Award Shares subject to
such condition shall not vest and will be forfeited.
	 
	 	(c)	 	The Company shall issue to Awardee one or more certificates
representing the number of Shares equal to the number of Vested Shares
that have not previously been issued to Awardee within 10 business days
after the applicable vesting date, provided that if, at least 365 days
before such vesting date, Awardee gives written notice to the Company of
his or her irrevocable election to defer the issuance of Vested Shares,
the Company shall not issue such certificates until the earlier of (i)
the date specified by Awardee in such notice, (ii) the seventh
anniversary of the Award Date, or (iii) Awardee’s Severance Date.
	 
	 	(d)	 	Without the Company’s prior written consent, Awardee shall not sell,
assign, give, exchange, pledge, hypothecate or otherwise transfer, more
than one-half of the number of (i) Vested Shares issued to Awardee on a
particular date, minus (ii) the number of Shares equal to (A) the
federal, state and local income, employment and other taxes required to
be paid by Awardee in connection with the issuance of such Vested
Shares, determined on the basis of the marginal tax rate applicable to
Awardee’s regular salary or wages from his or her Employer, divided by
(B) the Fair Market Value of Shares on the date such Vested Shares were
issued to Awardee, unless he or she is in compliance with the
Committee’s Common Stock ownership requirements for Awardee. The
certificates representing 30% of the number of Vested Shares shall bear
a legend, in form and substance satisfactory to the Company, prohibiting
the sale of such Vested Shares until the earlier of (i) the date Awardee
demonstrates to the Administrator’s




	 	 	 	 	 
	Unit Certificate

Restricted Stock Unit Agreement

	 	

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	 	Adopted for Awards granted

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	 	 	 	reasonable satisfaction that he or she is in compliance with the
Committee’s Common Stock ownership requirements for Awardee, or (ii) 90
days after Awardee’s Severance Date.
	 
	 	(e)	 	Awardee (or any other person entitled to receive Shares under this
Unit Agreement) shall deliver to the Company, before the certificates
described in clause (c) above are issued and otherwise in accordance
with the procedures established by the Administrator from time to time,
full payment for all federal, state and local income, employment and
other taxes required to be withheld by the Company or the Employer in
connection with the issuance of such certificates. Awardee will bear
all risks and all costs and expenses associated with any delay in
receiving such certificates. The Administrator shall determine the
acceptable form of consideration for the payment of such taxes which
shall include cash, checks and wire transfers (denominated in U.S.
Dollars or other currency the Administrator determines is acceptable),
and may, but are not required to, include (i) Shares which have been
owned by the Awardee for more than six months on the date of surrender,
and have a Fair Market Value on the date of surrender not less than the
applicable taxes, (ii) any combination of the foregoing methods of
payment; or (iii) such other consideration and method of payment
permitted by Applicable Laws.
	 
	 	(f)	 	If on any date the Company shall pay any dividend on Common Stock
(other than a dividend payable in Common Stock), the number of Unit
Shares credited to the Account shall as of such date be increased by a
number equal to: (a) the product of the number of Unit Shares credited
to the Account which represent unissued Vested Shares as of the record
date for such dividend, multiplied by the per share amount of any
dividend (or, in the case of any dividend payable in property other than
cash, the per share value of such dividend, as determined in good faith
by the Committee), divided by (b) the Fair Market Value of a Share on
the payment date of such dividend. In the case of any dividend declared
on Common Stock which is payable in Common Stock, the number of Unit
Shares credited to the Account shall as of such date be increased,
notwithstanding the provisions of Section 15(a) of the Plan, by a number
equal to the product of (x) the aggregate number of Unit Shares credited
to the Account which represent unissued Vested Shares as of the record
date for such dividend, multiplied by (y) the number of Shares
(including any fraction thereof) payable as a dividend on a Share. Unit
Shares representing dividends (including fractional shares) shall vest,
if at all, on the same date the related non-dividend Unit Shares vest.
	 
	 	(g)	 	Notwithstanding Section 11(f) of the Plan, Awardee shall have no
rights equivalent to those of a stockholder, and shall not be a
stockholder upon his or her acceptance of this Stock Award, with respect
to any Unit Shares, whether or not they are Vested Shares. Such rights
shall arise only upon issuance of Vested Shares in accordance with
Section 2(c).





	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 Stock Award 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. The certificates described in Section 2(c) above may be
issued only to (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 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.
	 
	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 Award, and
Awardee’s right to receive 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.




	 	 	 	 	 
	Unit Certificate

Restricted Stock Unit Agreement

	 	

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	 	Adopted for Awards granted

on or after 01Nov03







 









 






	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. This Agreement shall be deemed to
have been entered into and wholly performed in Dallas County, Texas. Any
action to enforce the provisions of, or otherwise relating to, this
Agreement shall be brought in the state or federal courts having
jurisdiction in Dallas County, Texas. By exercising any rights or
privileges, or attempting to exercise any rights or privileges, under
this Award Agreement, Awardee consents to the personal jurisdiction of
such courts in any such action. Venue of any disputes relating to this
Agreement shall be in Dallas County, Texas.
	 
	 	(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
Unit 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 Awardee 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:




	 	 	 	 	 
	Unit Certificate

Restricted Stock Unit Agreement

	 	

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on or after 01Nov03







 









 






	 	(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 Awardee’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) 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 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
Administrator discovers or determines the relevant facts (A) to cancel the
issuance of any unissued Vested Shares, (B) to buy from Awardee, at a
purchase price equal to the Fair Market Value on the Grant Date, any
Shares issued to Awardee that vested 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
Awardee 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) any reasonable and customary commission paid for the sale
or transfer, and (ii) the verified amount of any income taxes paid or
payable




	 	 	 	 	 
	Unit Certificate

Restricted Stock Unit Agreement

	 	

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	 	Adopted for Awards granted

on or after 01Nov03







 









 






	 	 	 	on the sale or transfer. Notwithstanding Section 11(a) of the Plan,
Vested Shares shall not be held in escrow.
	 
	 	(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.





	9.	 	No Section 83(b) Election. Awardee shall not make an election under
Section 83(b) of the Code without the Company’s prior written consent.




	 	 	 	 	 
	Unit Certificate

Restricted Stock Unit Agreement

	 	

Page 6 of 6
	 	Adopted for Awards granted

on or after 01Nov03