exv10w30







	 	 	 	 	 



EXHIBIT 10.30




PEROT SYSTEMS CORPORATION

2001 LONG-TERM INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007)

PLAN AMENDMENT





     The Perot Systems Corporation 2001 Long-Term Incentive Plan, as amended and restated effective
January 1, 2007 (the “Plan”), is hereby further amended, effective as of December 31, 2008, as
follows:



     1 Section 2(hh) of the Plan is hereby amended in its entirety to read as follows:




     (hh) Stock Appreciation Right” means an Award made pursuant to Section 12 of the Plan
that provides the Awardee with the right to receive a distribution from the Company, with
respect to each share of Common Stock as to which such right is exercised, equal to the
amount by which the Fair Market Value per share of Common Stock on the date such right is
exercised by the Awardee exceeds the Fair Market Value per share of Common Stock on the Grant
Date. Such distribution shall be payable in shares of Common Stock or cash.



     2 Section 4(b)(xi) of the Plan is amended to read as follows:




          (xi) subject to Section 15(c) of the Plan, to provide, upon direction by the Board in
its sole discretion, in the event there is a change in control of the Company or any
Subsidiary, as determined by the Board, for the (A) assumption or substitution of, or
adjustment to, each outstanding Award; (B) acceleration of the vesting of Options and Stock
Appreciation Rights and the termination of any restrictions on Cash Awards or Stock Awards;
and/or (C) cancellation of Awards for a cash payment to the Awardee, provided, however, that
such discretion may not be exercised to change the time or form of payment of any outstanding
Award which is subject to Code Section 409A, and further provided that, to the extent that
the Award is granted as “performance-based compensation” under Section 162(m) of the Code,
such action does not conflict with the provisions of Code Section 162(m).



     3 Section 6(d)(ii) of the Plan is hereby amended to read as follows:




     (ii) If an Option or Stock Appreciation Right is cancelled, forfeited, or lapses in the
same fiscal year of the Company in which it was granted (other than in connection with a
transaction described in Section 15), the cancelled, forfeited or lapsed Option or Stock
Appreciation Right will be counted against the limits set forth in subsection (i).



     4 Section 6(e)(iii) of the Plan is hereby amended to read as follows:




     (iii) No Option or Stock Appreciation Right granted to a Non-Exempt Employee may be
exercisable less than six months after the effective date of the grant of such Option, except
in the case of death, Total Disability, retirement or change in control.



 









 





     5 Section 9(c) of the Plan is hereby amended in its entirety to read as follows:




     (c) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment at the Grant Date.
Acceptable forms of consideration may, but are not required to, include:




     (i) cash;




     (ii) check or wire transfer (denominated in U.S. Dollars or other currency the
Administrator determines is acceptable);




     (iii) other Shares which (A) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option shall be exercised
and (B) have been owned by the Participant for any requisite period necessary to avoid
any additional compensation expense for the Company for financial accounting purposes;




     (iv) consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan;




     (v) a net exercise procedure pursuant to which a portion of the Shares otherwise
issuable upon the exercise of the Option are automatically withheld by the Company and
applied to (A) the payment of the aggregate Exercise Price of the gross number of
Shares as to which the Option is exercised and (B) the satisfaction of the federal and
state income and employment withholding taxes applicable to such exercise;




     (vi) any combination of the foregoing methods of payment; or




     (vii) such other consideration and method of payment for the issuance of Shares to
the extent permitted by Applicable Laws.



     6 The following new paragraph is hereby added to the end of Section 10(a) of the Plan:




     In the event an Option is exercised through the net exercise procedure under Section
9(c)(v), then the requirements of subparagraphs (B) and (C) of paragraph (iv) of this
Section 10(a) shall be deemed satisfied through the withholding of a portion of the gross
number of Shares for which that Option is exercised, and the number of Shares thereafter
available, both for purposes of the Plan and for purchase under such Option, shall be reduced
by the gross number of Shares for which the Option is exercised.



     7 Section 12(b) of the Plan is hereby amended in its entirety to read as follows:




     (b) Grant of Stock Appreciation Right. The Stock Appreciation Right shall entitle the
holder upon exercise to an amount for each Share to which such exercise relates equal to the
excess of (i) the Fair Market Value on the date of exercise over (i) the base or exercise
price per Share set forth in the applicable Award Agreement. The base



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or exercise price shall not be less that the Fair Market Value per Share on the grant date of
the Stock Appreciation Right. Notwithstanding the foregoing, the Committee may place limits
on the amount that may be paid upon exercise of a Stock Appreciation Right.



     8 Section 12(e) of the Plan is hereby amended in its entirety to read as follows:




     (e) Other Provisions. The Award Agreement evidencing a Stock Appreciation Right shall
contain such other terms, provisions and conditions not inconsistent with. the Plan as may be
determined by the Committee in its sole discretion, including the vesting period (if any) and
terms and provisions similar to those in effect under Section 10 of the Plan for stock option
grants. The provisions of such Awards need not be the same with respect to each recipient.



     9 The following new paragraph is hereby added to the end of Section 12 of the Plan:




     Upon the exercise of an outstanding Stock Appreciation Right, the number of Shares
thereafter available, for purposes of calculating both the Plan reserve and the number of
Shares as to which such Stock Appreciation Right may be subsequently exercised, shall be
reduced by the gross number of Shares as to which the Stock Appreciation Right is exercised.



     10 Section 15(c)(i) of the Plan is hereby amended in its entirety to read as follows:




          (i) Change in Control without Termination of Employment. In the event there is
a change in control of the Company or any Subsidiary, as determined by the Board, without a
related termination of the Participant’s employment as provided in Section 15(c)(ii) and
(iii) below, the Board may, in its discretion, (A) provide for the assumption or substitution
of, or adjustment to, each outstanding Stock Award, Stock Appreciation Right or Option in
accordance with the principles of Section 15(a); (B) accelerate the vesting of Options and
Stock Appreciation Rights and terminate any restrictions on Cash or Stock Awards; and (C)
provide for the cancellation of Awards for a cash payment to the Awardee, provided, however,
that such discretion may not be exercised to change the time or form of payment of any
outstanding Award which is subject to Code Section 409A.



     11 The second paragraph of Section 15(c)(iii) of the Plan is hereby amended to read as
follows:




     In addition, upon the occurrence of a Change in Control, the provisions of Section 8 of
a Participant’s Nonstatutory Stock Option Award Agreement, Section 8 of the Participant’s
Stock Appreciation Right Award Agreement, Section 8 of a Participant’s Restricted Stock Unit
Award Agreement under the Plan or any similar provisions of the Plan or an Award Agreement to
(i) cancel any Award granted to a Participant, (ii) buy back Common Stock issued to a
Participant upon the Participant’s exercise of an Award and/or (iii) require repayment with
respect to certain proceeds received from the sale of any Common Stock issued to a
Participant upon the Participant’s exercise of an Award,



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shall be deemed to be cancelled and deleted from such documents and shall be of no
further force and effect.



     12 The Section 15(c), definition of “Change in Control Benefit,” is amended by
adding the phrase “or RSU” after each reference to “Restricted Stock” and by changing
the period at the end of Paragraph B to a comma, and inserting thereafter the following
text:




provided, however, that in the event that the Participant’s Involuntary Termination occurs
during the Pre-Closing Period and prior to the closing of a Change in Control, any RSU which
is subject to Code Section 409A shall immediately vest and shall be paid to the Participant
at the time and in the form specified under the applicable RSU Award and the Plan governing
such RSU Award as if such Involuntary Termination had not occurred.



     13 The Section 15(c), definition of “Change in Control Benefit,” is amended by
changing the period at the end of Paragraph C to a comma, and inserting thereafter the
following text:




, provided, however, that in the event that the Participant’s Involuntary Termination occurs
during the Pre-Closing Period and prior to the closing of a Change in Control, any Cash
Awards which are subject to Code Section 409A shall immediately vest and shall be paid to the
Participant at the time and in the form specified under the terms of the Participant’s Cash
Award as if such Involuntary Termination had not occurred.



     14 The Section 15(c) definition of “Change in Control Benefit” is amended by adding
the following paragraph at the conclusion thereof:




In the case of an Involuntary Termination during the Protected Period, any change in the time
or form of payment for any Award subject to Code Section 409A shall be conditioned upon the
occurrence of a Change in Control which (i) satisfies the definition of Change in Control set
forth in Exhibit B, and (ii) meets the definition of a change in control under Code Section
409A and the regulations issued thereunder.



     15 The Section 15(c) definition of “Specified Reason” is amended in the following respects:




     (a) Paragraph (A) is amended by inserting the word “material” following “the” in the
first line thereof; and




     (b) The flush language following Paragraph (B) is amended by inserting “90” in lieu of
“120” in the third line thereof.



     16 A new Section 24 is added to read as follows:



     24. Delayed Commencement of Benefits.




Notwithstanding any provision in this Plan or in any Award to the contrary, no Award subject
to Code Section 409A which would otherwise become payable or distributable under the Plan on
account of a termination of employment shall be made, paid or



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provided prior to the earlier of (i) the expiration of the six (6) month period
measured from the date of the Participant’s “separation from service” with the Company (as
such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date
of the Participant’s death, if the Participant is deemed at the time of such separation from
service to be a “key employee” within the meaning of that term under Code Section 416(i), and
such delayed commencement is otherwise required in order to avoid a prohibited distribution
under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2)
deferral period, all payments and benefits deferred pursuant to this Section (whether they
would have otherwise been payable in a single sum or in installments in the absence of such
deferral) shall be paid or reimbursed to the Participant in a lump sum, and any remaining
payments and benefits due under this Plan shall be paid or provided in accordance with the
normal payment dates specified for them herein. The Participant shall be entitled to
interest on the deferred benefits and payments for the period the commencement of those
benefits and payments is delayed by reason of Code Section 409A(a)(2), with such interest to
accrue at the prime rate in effect from time to time during that period and to be paid in a
lump sum upon the expiration of the deferral period.




17 This Plan Amendment is intended to benefit the holders of outstanding Awards and shall not
be deemed to impair the rights of the holder under any such Award. Except as modified by
this Plan Amendment, all the terms and provisions of the Plan, as previously amended and
restated, shall continue in full force and effect.



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IN WITNESS WHEREOF, Perot Systems Corporation has caused this Plan Amendment to be executed on its
behalf by its duly-authorized officer on this 22nd day of December, 2008.




	 	 	 	 	 	 	 
	 	 	PEROT SYSTEMS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	 
	 

	 	 	 	 

	 	 
	 

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