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PART ONE  DEFINITIONS
  Agreement
 Average Compensation
 Award
 Page 1




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Award Agreement
 Base Salary
 Board
 Cash Award
 Cash Award COC Payment
 Cause Exhibit A
 Change in Control Exhibit B
 Change in Control Severance Benefits
 COC Payment
 Code
 Common Stock
 Company
 Page 2




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Independent Auditors provided, however ,
 Involuntary Termination
 Option
 Acquisition-Accelerated Options
 Severance-Accelerated Options
 Option COC Payment
 Other COC Payment
 Permissible COC Amount
 Page 3




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Person
 Plan
 Pre-Closing Period earlier
 Present Value
 Protection Period
 RSU
 Acquisition-Accelerated RSUs
 Severance-Accelerated RSUs
 Page 4




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RSU COC Payment
 Specified Reason Exhibit C
 Stock Appreciation Right
 Acquisition-Accelerated Stock Appreciation Rights
 Severance-Accelerated Stock Appreciation Rights
 Stock Appreciation Right COC Payment
 Subsidiary
 Target Bonus
 Termination Date provided, however
 Page 5




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PART TWO  CHANGE IN CONTROL SEVERANCE BENEFITS
 Exhibit D,
  1. Accelerated Vesting
 earlier
   Page 6




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2. Severance Payment
    3. Prorated Target Bonus .
 th
  Page 7




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4. Continued Benefits
 earliest
 5. Cancellation of Buy Back and Repayment of Profits Provisions .
  Page 8




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PART THREE  SPECIAL TAX PAYMENT
 1. Special Tax Gross-Up
        Page 9




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2. Determination Procedures
      Page 10




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3. Additional Claims
    provided,
however
 Page 11




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provided, however provided, further
 PART FOUR  MISCELLANEOUS
 1. Delayed Commencement of Benefits earlier
 Page 12




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2. Continued Indemnification
 3. Deferred Compensation
 4. No Mitigation Duty
 5. Death
 6. Successors and Assigns
 Page 13




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7. Amendment and Termination
   8. Governing Law/Other Agreements
 9. At Will Employment
 10. Arbitration
 11. Section 409A of the Code .
 12. Severability .
 Page 14




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PEROT SYSTEMS CORPORATIONBy:
    
    Thomas D. WilliamsTitle:
    
    Vice President, General Counsel and Secretary
 ACCEPTANCE
  Signature:Dated:Address
 Page 15




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APPENDIX I
 BENEFIT LIMIT
 Benefit Limit not
   Benefit Reduction.
  Appendix I  Page 1




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first,
 next
 next
 next
 then
  Resolution Procedures
  Appendix I  Page 2




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provided, however ,
  Appendix I  Page 3




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EXHIBIT A
 CAUSE
 Cause
 (a)
    
    participated in fraud, embezzlement or another act of material misconduct
involving the Company, which has resulted in significant harm to the Company;(b)
    
    admitted, confessed or entered a plea bargain or a plea of nolo contendere to,
or been convicted of, a crime constituting a felony (or its equivalent) under the laws
of any jurisdiction in which the Company or any applicable Subsidiary conducts its
business or any crime involving moral turpitude or dishonesty; or(c)
    
    willfully and continually failed to perform substantially the appropriate
duties of your position with the Company (other than any such failure resulting from
your physical or mental illness, incapacity or disability), for a period of at least 14
days after a written demand for substantial performance is delivered to you by the
Board or the Chief Executive Officer of the Company which specifically identifies the
manner in which the Board or the Chief Executive Officer believes that you have not
substantially performed your duties; provided that, in the event that you have not
commenced to perform substantially the duties of your position during such 14-day grace
period after written demand is made by the Company, the Company may not terminate you
for Cause except in accordance with the procedures set forth below. In no event shall
an event that would constitute Specified Reason be considered the failure to perform
substantially the appropriate duties of your position with the Company.




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EXHIBIT B
 CHANGE IN CONTROL
 Change in Control
 (a)
    
    the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding
shares of common stock of the Company (the Outstanding Company Common Stock) or (2)
the combined voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors (the Outstanding Company
Voting Securities); provided, however, that for purposes of this paragraph (a), the
following acquisitions shall not constitute a Change in Control: (A) any acquisition
directly from the Company; (B) any acquisition by the Company or a Subsidiary of the
Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or a Subsidiary of the Company; (D) any acquisition by any
Perot Stockholder (as hereinafter defined); (E) any acquisition by any entity pursuant
to a transaction that complies with clauses (1), (2) and (3) of paragraph (c) of this
definition; or (F) in respect of any outstanding Awards held by you, any acquisition by
you or any group of Persons including you (or any entity controlled by you or any group
of Persons including you);(b)
    
    individuals who, as of the date hereof, constitute the Board (the Incumbent
Board), cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Companys stockholders, was approved by a
vote of a majority of the directors then comprising the Incumbent Board (either by
specific vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without written objection to such nomination) shall
be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board until 24 months after such
initial assumption of office;(c)
    
    consummation by the Company of a reorganization, merger, consolidation or sale
or other disposition of all or substantially all of the assets of the Company (a
Business Combination), in each case, unless, following such Business Combination:




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1.
    
    the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to the consummation of such Business
Combination (or, if applicable, the stock into which the Outstanding Company
Common Stock and Outstanding Company Voting Securities are converted pursuant
to such Business Combination) represents more than 60% of, respectively, the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation or other entity resulting
from such Business Combination (including without limitation a corporation or
other entity that as a result of such transaction owns the Company or all or
substantially all of the Companys assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be;2.
    
    no Person (excluding the Company, a Subsidiary of the Company,
any corporation or other entity resulting from a Business Combination, any
employee benefit plan (or related trust) thereof or a Perot Stockholder)
beneficially owns, directly or indirectly, 30% or more of, respectively, the
then-outstanding shares of common stock of the corporation or other entity
resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election
of directors of such corporation or entity, except to the extent that such
ownership existed prior to the Business Combination; and3.
    
    at least a majority of the members of the board of directors of
the corporation or other entity resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or
 (d)
    
    approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
 Exhibit B




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EXHIBIT C
 SPECIFIED REASON
 Specified Reason
 (a)
    
    the assignment to you of duties inconsistent, in any materially adverse manner,
with your position (including offices, titles and reporting requirements), authority,
duties and responsibilities with the Company immediately prior to the Change in Control
(other than as a result of a promotion or advancement); a material reduction in the
nature or scope of the authority, functions or duties attached to the position that you
held immediately prior to the Change in Control (including, without limitation, as a
result of you ceasing to hold a comparable executive office in a publicly traded
corporation); a material change in your reporting responsibilities (other than as a
result of a promotion or advancement); or you are removed from, or there is a failure
to re-elect you to, any position with the Company that you held immediately prior to
the Change in Control, except in connection with a promotion or advancement or the
termination of your employment due to Cause, long-term disability, Retirement (as
hereinafter defined) or death;(b)
    
    the reduction of your Base Salary, unless such reduction is part of an
across-the-board reduction of no more than 10% in compensation of all executive
officers of the Company (and, if the Company is a Subsidiary of a publicly traded
corporation, all executive officers of such publicly traded corporation);(c)
    
    any reduction in your maximum bonus or incentive compensation potential
(including any material adverse change in the formula or metrics used to compute
whether such bonus or incentive compensation has been earned), unless such reduction is
part of an across-the-board reduction of no more than 25% in maximum bonus or incentive
compensation potential of all executive officers of the Company (and, if the Company is
a Subsidiary of a publicly traded corporation, all executive officers of such publicly
traded corporation);(d)
    
    except as required by law, the failure by the Company to continue to provide to
you employee benefits substantially equivalent, in the aggregate, to those enjoyed by
you under the qualified and nonqualified employee benefit and welfare plans of the
Company, including, without limitation, the savings, retirement, pension, insurance,
medical, dental, health and disability plans, in which you were eligible to participate
immediately prior to the Change in Control, or the failure by the Company to provide
you with the number of paid vacation days to which you were entitled under the
Companys vacation policy immediately prior to the Change in Control;(e)
    
    a failure by the Company to continue in effect any stock option or other
equity-based compensation in which you participate immediately prior to the Change in




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Control, unless you are afforded the opportunity to participate in a substantially
equivalent alternative compensation arrangement (embodied in an ongoing substitute
or alternative plan), or a failure by the Company to continue your participation in
any such plan on substantially the same basis, both in terms of the amount of
benefits provided and the level of your participation relative to other
participants, as existed immediately prior to the Change in Control;(f)
    
    the Companys requiring you to be based at any office or location that is more
than 35 miles from your principal work location and residence immediately prior to the
Change in Control; or(g)
    
    the Companys requiring you to travel on Company business to an extent
substantially more burdensome than your travel obligations immediately prior to the
Change in Control.
  Exhibit C




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EXHIBIT D
 RELEASE
 
  
 
    
    age discrimination Claims under the federal Age Discrimination in Employment
Act;
    
    age discrimination Claims under any state or local laws;
    
    discrimination Claims under federal, state, or local laws based on race,
color, creed, marital status, veteran status, sex, sexual preference, national
origin, citizenship, disability, handicap or religion;
    
    common law contract or tort Claims, including, but not limited to: wrongful
discharge or public policy Claims; Claims for breach of an express or implied
contract; Claims for breach of an implied covenant of good faith and fair
dealing; intentional infliction of emotional distress Claims; defamation
Claims; tortious interference with contract or prospective economic advantage
Claims; Claims for personal injury, including but not limited to mental
anguish, emotional distress, pain and suffering, humiliation, and damage to
name or reputation; Claims for severance, and retaliation Claims;
    
    whistleblower Claims under the Sarbanes-Oxley Act or any other federal,
state, or local laws;
    
    Claims under the federal Employee Retirement Income Security Act;
    
    Claims under the federal Family and Medical Leave Act;
    
    Claims for liquidated or punitive damages or for attorneys fees and costs
asserted under any of the above theories;




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