Common use of Effect of Certain Events Clause in Contracts

Effect of Certain Events. (a) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time on the Vesting Date, then the Option and G▇▇▇▇▇▇'s right to continue to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of death, Total Disability or voluntary resignation on or after attaining the age of 62, then, a pro rata amount of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the two-year period commencing on the date of the termination and the restrictions as described in Paragraph 2(c) above shall be waived. (c) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of G▇▇▇▇, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety (90) day period following the date of termination, and the exercise restrictions as described in Paragraph 2(c) above shall be waived.

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. 2 (a) If G▇▇▇▇▇▇Grantee's employment with the Company is involuntarily terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) Cause at any time prior to 5:00 P.M., Plano, Texas time time, on the third Annual Vesting Date, Date then the Option and G▇▇▇▇▇▇Grantee's right to continue to vest in the Option Shares granted receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee... (b) If G▇▇▇▇▇▇Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if Grantee's employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of death, Total Disability Disability, or voluntary resignation on or after attaining the age of 62, involuntary termination not for Cause then, a pro rata amount of the Option Shares all Restricted Stock Units covered by this Agreement shall be considered to become immediately and unconditionally Vested Option Shares without regard Stock. The Vested Stock shall, subject to Paragraph 2 above3(d) below, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between issued on the Date of Grant Termination and shall immediately be freed of any restrictions regarding its sale or transfer. (c) On a Change of Control prior to the date of Vesting Date, the applicable eventRestricted Stock Units shall be immediately converted to Vested Stock, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the two-year period commencing such restricted stock units shall be issued on the date of the termination Change of Control and shall immediately be freed of any restrictions regarding its sale or transfer. For the restrictions as described avoidance of doubt, it is understood and agreed that, in Paragraph 2(c) above the event of a Change of Control, Executive shall be waivedentitled to the same consideration with respect to the equity that vests pursuant to this Paragraph 3(c) as any other holder of common stock of the Company. (cd) If G▇▇▇▇▇▇If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if Grantee's employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Grantee's Total Disability or voluntary resignation on or after attaining involuntary termination not for Cause, then: (1) subject to subparagraph (2) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) above (as applicable), the age Company shall provide Grantee a cash lump sum amount equal to the closing price of 62) during a share of common stock of the period commencing Company as reported on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, New York Stock Exchange on the seventh last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (7ththe "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of G▇▇▇▇Termination; and (2) notwithstanding anything in this Paragraph 3(d) to the contrary, then Grantee shall be entitled to purchase that number none of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety (90) day period following the date of termination, and the exercise restrictions as amounts described in Paragraph 2(csubparagraph (1) above shall be waivedpaid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination.

Effect of Certain Events. (a) If With the exception of any Restricted Stock Units that may vest pursuant to the terms of G▇▇▇▇▇▇'s employment current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. 2008 TRSU (Executive) 2 (a) If Grantee is separated from service with the Company is terminated whether voluntarily or involuntarily because of Grantee's voluntary termination for any reason prior to age 62, involuntary termination without Cause prior to age 62, or no reason (other than by reason of deathinvoluntary termination for Cause, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time time, on the third Annual Vesting Date, then the Option all unvested Restricted Stock Units granted herein and G▇▇▇▇▇▇'s right to continue to vest in the Option Shares granted receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of death, Total Disability or Grantee's voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, then, then a pro rata amount of the Option Shares unvested Restricted Stock Units granted herein shall become Vested Stock, where the pro rata amount will be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, determined by multiplying the total number of Option Shares Restricted Stock Units granted herein by a fractionfraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the two-year period commencing on the date of the termination and the restrictions as described in Paragraph 2(c) above shall be waived. (c) If G▇▇▇▇▇▇'s employment Date of Termination, and the denominator being 36, and then reducing the resulting number by the number of Restricted Stock Units in which Grantee became vested prior to the Date of Termination. The Vested Stock shall, subject to Paragraph 3(e) below, be issued on Grantee's Date of Termination. (c) If Grantee is separated from service with the Company at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of Grantee's death or Total Disability, then all unvested Restricted Stock Units granted herein shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(e) below, be issued on Grantee's Date of Termination. (d) In the event a Change of Control occurs at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, as of the date of such Change of Control, all unvested Restricted Stock Units granted herein shall be considered to become immediately earned ("Earned Award") and shall be converted to such consideration as the Committee deems appropriate (e.g., cash or equity in the purchaser or successor) having an aggregate fair market value equal to the aggregate Fair Market Value (as defined in Section 3 of the Plan) of the unvested Restricted Stock Units as of the date of such Change of Control. (1) Except as provided in subparagraphs (d)(3) and (4) below, a pro-rata portion of the Earned Award shall be issued or paid, as applicable, to Grantee within five days after each Annual Vesting Date (where the pro-rata portion is terminated whether voluntarily determined by multiplying the Earned Award by a fraction, the numerator or involuntarily which is 1 and the denominator being the number of Annual Vesting Dates occurring after the Change of Control). (2) Except as provided in subparagraphs (d)(3) and (4) below, one hundred percent (100%) of the Earned Award shall be issued or paid, as applicable, to Grantee no later than five days after the third Annual Vesting Date following the Date of Grant. 2008 TRSU (Executive) 3 (3) If, after the Change of Control but prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, Grantee is separated from service with the Company, or any purchaser or successor to the Company, because of Grantee's voluntary termination for any reason prior to age 62 or no reason involuntary termination with Cause (other than by reason as hereinafter defined), then G▇▇▇▇▇▇'s right to receive any remaining portion of deaththe Earned Award that has not been issued or paid, Total Disability as applicable, shall terminate, without any payment of consideration to Grantee. (4) If, after the Change of Control but prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, Grantee is separated from service with the Company, or any purchaser or successor to the Company, because of G▇▇▇▇▇▇'s voluntary resignation on or after attaining the age of 62) during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary because of the Date of G▇▇▇▇, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment death or Total Disability, or because of G▇▇▇▇▇▇'s involuntary termination date at without Cause, then any time remaining portion of the Earned Award, shall, subject to Paragraph 3(e) below, be issued or paid, as applicable, to Grantee on Grantee's Date of Termination. (e) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if (i) Grantee is separated from time service with the Company by reason of G▇▇▇▇▇▇'s voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, as provided in Paragraph 3(b) above, (ii) Grantee is separated from service with the Company by reason of Grantee's Total Disability as provided in Paragraph 3(c) above, or (iii) after a Change of Control, Grantee is separated from service with the Company, or any purchaser or successor to time the Company, because of G▇▇▇▇▇▇'s voluntary resignation on or after attaining the age of 62, because of Grantee's Total Disability, or because of G▇▇▇▇▇▇'s involuntary termination without Cause, then: (1) subject to subparagraph (3) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) or (c) above (as applicable) as a result of Grantee's separation from service, a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, will be paid by the Company, on the Date of Termination, to the EDS Rabbi Trust for Specified Employees (the "Trust") for the ninety benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (90or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day period following after the date six month anniversary of terminationthe Date of Termination; (2) subject to subparagraph (3) below, any remaining cash portion of the Earned Award that has not been paid, or a cash lump sum amount equal to the fair market value of any remaining portion of the Earned Award that has not been issued (if the Earned Award was converted to equity, as provided for in Paragraph 3(d) above, in which case the fair market value shall be determined based on the closing price of common stock of the company issuing the equity as reported on the New York Stock Exchange or other established securities market on the last trading day immediately prior to the Date of Termination), will be paid by the Company, on the Date of Termination, to the Trust for the benefit of the Grantee and invested in the exercise restrictions as trustee's Evergreen 2008 TRSU (Executive) 4 Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (3) notwithstanding anything in this Paragraph 3(e) to the contrary, none of the amounts described in Paragraph 2(csubparagraphs (1) or (2) above shall be waivedpaid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the date of termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraphs (1) or (2) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b), but instead such amounts shall be paid by EDS to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Separation.

Effect of Certain Events. (a) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time on the Vesting Date, then the Option and G▇▇▇▇▇▇'s right to continue to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of death, Total Disability or voluntary resignation on or after attaining the age of 62, then, a pro rata amount of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the shorter of (i) the two-year period commencing on the date of the termination termination, or (ii) the period ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of G▇▇▇▇, and the restrictions as described in Paragraph 2(c) above shall be waived. (c) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of G▇▇▇▇, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety (90) day period following the date of termination, and the exercise restrictions as described in Paragraph 2(c) above shall be waived.

Effect of Certain Events. (a) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time time, on the Vesting DateDate because of a voluntary termination with the consent of the EDS Board of Directors, then all of the Option and G▇▇▇▇▇▇'s right to Shares shall continue to vest pursuant to Paragraph 2(a), and once vested are exercisable for the remaining grant term, and the restrictions as described in the Option Shares granted hereunder Paragraph 2(c) above shall terminate, without any payment of consideration by the Company to Granteebe waived. (b) If G▇▇▇▇▇▇'s employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of deathinvoluntary termination other than for Cause , then a pro rata amount of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2(c) above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the first day of the grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee may purchase some or all of the Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date, for the two-year period commencing on the date of the termination, and the restrictions as described in Paragraph 2(c) above shall be waived. (c) If G▇▇▇▇▇▇'s employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of death or Total Disability or voluntary resignation on or after attaining the age of 62Disability, then, then a pro rata amount of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the Date first day of Grant the grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time date, for the two-year period commencing on the date of the termination termination, and the restrictions as described in Paragraph 2(c) above shall be waived. (cd) If G▇▇▇▇▇▇'s employment with In the Company is terminated whether voluntarily or involuntarily event of a Change of Control, all of the unvested Option Shares granted pursuant to this agreement shall immediately be deemed to be Vested Option Shares, and shall be exercisable for any or no reason the shorter of (other than by reason of death, Total Disability or voluntary resignation on or after attaining i) the age of 62) during the one-year period commencing on the Vesting Date and date of the Change of Control, or (ii) the period ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of Grant, and the restrictions as described in Paragraph 2(c) above shall be waived with respect to all Vested Option Shares. (e) If G▇▇▇▇▇▇'s employment with the Company is involuntarily terminated for Cause or by voluntary termination without the consent of the EDS Board of Directors, then G▇▇▇▇▇▇'s right to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee, and Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety (90) day period following the date of termination, and the exercise restrictions as described in Paragraph 2(c) above shall be waived.

Effect of Certain Events. With the exception of any Option Shares that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. (a) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time on the Vesting DateDate because of Gr▇▇▇▇▇'▇ voluntary resignation for any reason prior to age 62, involuntary termination without Cause prior to age 62, or involuntary termination for Cause, then the Option and G▇▇▇▇▇▇Grantee's right to continue to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If GGrantee is separated from service with the Company because of Grantee's voluntary resignation for any reason prior to age 62, involuntary termination without Cause prior to age 62, or involuntary termination for Cause, during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of Gr▇▇▇, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on Gr▇▇▇▇▇▇'s '▇ employment termination date at any time or from time to time for the ninety (90) day period following the date of termination. (c) If Grantee is separated from service with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of death, Total Disability or Gr▇▇▇▇▇'▇ voluntary resignation on or after attaining the age of 62, thenGr▇▇▇▇▇'▇ involuntary termination without Cause on or after attaining the age of 62, a pro rata amount or Grantee's death or Total Disability, then all of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the shorter of (i) the two-year period commencing on the date of the termination and termination, or (ii) the restrictions as described in Paragraph 2(cperiod ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) above shall be waivedanniversary of the Date of Grant. (cd) If GGrantee is separated from service with the Company because of Gr▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or '▇ voluntary resignation on or after attaining the age of 62) , Gr▇▇▇▇▇'▇ involuntary termination without Cause on or after attaining the age of 62, or Gr▇▇▇▇▇'▇ death or Total Disability, during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of G▇Gr▇▇▇, then Grantee shall be entitled to or the Beneficiary (if any), or the representative of Grantee's estate may purchase that number some or all of outstanding the Vested Option Shares that exist as of and on GGr▇▇▇▇▇▇'s '▇ employment termination date at any time or from time to time for the ninety shorter of (90i) day the two-year period following commencing on the date of the termination, and or (ii) the exercise restrictions as described in Paragraph 2(cperiod ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) above shall be waivedanniversary of the Date of Grant.

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. (a) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated whether voluntarily because of Grantee's voluntary or involuntarily involuntary termination for any or no reason (reason, other than by reason of deathGrantee's death or Total Disability, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time time, on the third Annual Vesting Date, then the Option all unvested Restricted Stock Units granted herein and G▇▇▇▇▇▇Grantee's right to continue to vest in the Option Shares granted receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of deathGrantee's death or Total Disability, Total Disability or voluntary resignation on or after attaining the age of 62, then, a pro rata amount of the Option Shares then all unvested Restricted Stock Units granted herein shall become Vested Stock. The Vested Stock shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and issued on Grantee's employment termination date at any time or separation from time to time for the two-year period commencing on the date of the termination and the restrictions as described in Paragraph 2(c) above shall be waivedservice. (c) If G▇▇▇▇▇▇'s employment with In the Company is terminated whether voluntarily or involuntarily for event a Change of Control occurs at any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) during the period commencing on the Vesting Date and ending at 2:30 time prior to 5:00 P.M., Plano, Texas time, on the seventh third Annual Vesting Date, then, as of the date of such Change of Control, all unvested Restricted Stock Units granted herein shall be considered to become immediately earned (7th"Earned Award") anniversary and shall be converted to such consideration as the Committee deems appropriate (e.g., cash or equity in the purchaser or successor) having an aggregate fair market value equal to the aggregate Fair Market Value (as defined in Section 3 of the Plan) of the unvested Restricted Stock Units as of the date of such Change of Control. (1) Except as provided in subparagraphs (3) and (4) below, a pro-rata portion of the Earned Award shall be issued or paid, as applicable, to Grantee within five days after each Annual Vesting Date (where the pro-rata portion is determined by multiplying the Earned Award by a fraction, the numerator or which is 1 and the denominator being the number of Annual Vesting Dates occurring after the Change of Control). (2) Except as provided in subparagraphs (3) and (4) below, one hundred percent (100%) of the Earned Award shall be issued or paid, as applicable, to Grantee no later than five days after the third Annual Vesting Date following the Date of G▇▇▇▇Grant. (3) If, after the Change of Control but prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, Grantee is separated from service with the Company, or any purchaser or successor to the Company, because of Grantee's voluntary termination for any reason or involuntary termination with Cause (as hereinafter defined), then Grantee's right to receive any remaining portion of the Earned Award that has not been issued or paid, as applicable, shall terminate, without any payment of consideration to Grantee. (4) If, after the Change of Control but prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, Grantee is separated from service with the Company, or any purchaser or successor to the Company, because of Grantee's death or Total Disability or because of Grantee's involuntary termination without Cause, then any remaining portion of the Earned Award shall be entitled issued or paid, as applicable, to purchase that number of outstanding Vested Option Shares that exist as of and Grantee on G▇▇▇▇▇▇Grantee's employment termination date at any time or separation from time to time for the ninety (90) day period following the date of termination, and the exercise restrictions as described in Paragraph 2(c) above shall be waivedservice.

Effect of Certain Events. With the exception of any Option Shares that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. (a) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time on the Vesting DateDate because of G▇▇▇▇▇▇'s, then the Option and G▇▇▇▇▇▇'s right to continue to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company because of Grantee's voluntary or involuntary termination for any reason (other than Grantee's death or Total Disability), during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of Grant, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the ninety (90) day period following the date of termination. (c) If Grantee is terminated separated from service with the Company prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of deathG▇▇▇▇▇▇'s death or Total Disability, Total Disability or voluntary resignation on or after attaining the age of 62, then, a pro rata amount then all of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the shorter of (i) the two-year period commencing on the date of the termination and termination, or (ii) the restrictions as described in Paragraph 2(cperiod ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) above shall be waivedanniversary of the Date of Grant. (cd) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated whether voluntarily because of Grantee's death or involuntarily for any or no reason (other than by reason of deathTotal Disability, Total Disability or voluntary resignation on or after attaining the age of 62) during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of G▇▇▇▇Grant, then Grantee shall be entitled to or the Beneficiary (if any), or the representative of Grantee's estate may purchase that number some or all of outstanding the Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety shorter of (90i) day the two-year period following commencing on the date of the termination, and or (ii) the exercise restrictions as described in Paragraph 2(cperiod ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) above shall be waived.anniversary of the Date of G▇▇▇▇. 2008 NQSO 3

Effect of Certain Events. (a) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time on the Vesting Date, then the Option and G▇▇▇▇▇▇'s right to continue to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of deathdeath or the Grantee becoming Disabled, Total Disability or voluntary resignation on or after attaining then the age of 62, then, Grantee shall be immediately vested in a pro rata amount of the Option Shares shall be considered to become immediately DSU Award and unconditionally Vested Option Shares without regard to Paragraph 2 above, related Dividend Equivalents determined by multiplying the number of Option Shares granted DSU Award and Dividend Equivalents credited on the DSU Award by a fractionpercentage (not to exceed 100% and not less than 50%), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five)six (36) months. The Grantee or Notwithstanding the Beneficiary distribution date set forth in Paragraph 3 above, the vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 9(p) of this Agreement, be distributed in shares of EDS Common Stock (if anyi) (as hereinafter defined)in the event of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the representative of event the Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the two-year period commencing on the date of the termination and the restrictions as described in Paragraph 2(c) above shall be waived. (c) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining due to the age of 62) during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas timeGrantee becoming Disabled, on the seventh (7th) anniversary first day of the Date of G▇▇▇▇, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety (90) day period calendar month following the date of terminationthe Grantee's Separation from Service unless the Grantee is a Specified Employee, in which case the distribution shall be made on the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service. (b) If Grantee's employment with the Company is involuntarily terminated (not for Cause) anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "good reason" anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "any reason" beginning six months after commencement of employment of a new Chief Executive Officer of the Company (excluding the Grantee) and prior to the Vesting Date, then the deferred stock units granted pursuant to this DSU Award and related Dividend Equivalents will vest immediately. Once vested, the DSU Award and related Dividend Equivalents on the DSU Award shall, subject to Paragraph 9(p) of this Agreement, be distributed in shares of EDS Common Stock on (i) January 31 in the year following the date of the Grantee's Separation from Service, or (ii) the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service, whichever occurs later. For purposes of this agreement, "good reason" is defined as (i) Grantee is no longer the Chief Operating Officer of the Company, or (ii) the Company requires the Grantee to be based at any office or location that is more than 50 miles from Grantee's then current principal work location without the Grantee's consent, or (iii) Company reduces Grantee's base salary and/or annual target bonus as a percentage of base salary without Grantee's consent, except in the event of a reduction in such compensation generally applicable to all similarly situated executives, in which case Grantee is treated no less favorably than similarly situated executives. Good reason shall not be considered to have occurred unless Grantee first provides Company with written notice alleging good reason exists for Grantee to terminate his employment and Company has failed to remedy such condition within 30 days after receipt of such written notice. (c) If Grantee's employment with the Company is involuntarily terminated for Cause or Grantee's employment with the Company is voluntarily terminated (other than for "good reason") prior to the sixth month anniversary of the commencement of employment of a new Chief Executive Officer of the Company and prior to the Vesting Date, then the deferred stock units granted pursuant to this DSU Award and the exercise restrictions as described in Paragraph 2(c) above related Dividend Equivalents shall be waivedforfeited. (d) In the event the Committee, in its reasonable discretion, upon consideration of the facts and circumstances and any advice or recommendation of EDS, concludes, that the Grantee violated the Plan's for Cause, non-compete, and/or non-solicitation provisions within one year of the date any deferred stock units and related Dividend Equivalents vest under Paragraph 3 of this DSU Award, Grantee shall forfeit such deferred stock units and related Dividend Equivalents that vested during the one year period preceding the violation, or if distributed, require the Grantee to reimburse EDS in the amount of the distribution (notwithstanding the fact that such deferred stock units have become vested pursuant to Paragraphs 3 or 4 above).

Effect of Certain Events. (a) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time on the Vesting Date, then the Option and G▇▇▇▇▇▇'s right to continue to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the Vesting Date because of deathdeath or the Grantee becoming Disabled, Total Disability or voluntary resignation on or after attaining then the age of 62, then, Grantee shall earn and be immediately vested in a pro rata amount of the Option Shares shall be considered to become immediately DSU Target Award and unconditionally Vested Option Shares without regard to Paragraph 2 above, related Dividend Equivalents determined by multiplying the number of Option Shares granted DSU Target Award and Dividend Equivalents credited on the DSU Award by a fractionpercentage (not to exceed 100% and not less than 50%), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five)six (36) months. The Grantee or Notwithstanding the Beneficiary distribution date set forth in Paragraph 4 above, the earned and vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 10(p) of this Agreement, be distributed in shares of EDS Common Stock (if anyi) (as hereinafter defined)in the event of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the representative of event the Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the two-year period commencing on the date of the termination and the restrictions as described in Paragraph 2(c) above shall be waived. (c) If G▇▇▇▇▇▇'s employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining due to the age of 62) during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas timeGrantee becoming Disabled, on the seventh (7th) anniversary first day of the Date of G▇▇▇▇, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety (90) day period calendar month following the date of terminationthe Grantee's Separation from Service unless the Grantee is a Specified Employee, in which case the distribution shall be made on the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service. (b) If Grantee's employment with the Company is involuntarily terminated (not for Cause) anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "good reason" anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "any reason" beginning six months after commencement of employment of a new Chief Executive Officer of the Company (excluding the Grantee) and prior to the Vesting Date, then the earned and vested deferred stock units granted pursuant to this DSU Award and related Dividend Equivalents will be determined by calculating actual results for Organic Revenue Growth (50% weighting) and Productivity Yield (50% weighting) measured by the number of completed calendar years (except for an applicable event that occurs prior to December 31, 2006, in which case performance will be measured by completed months) between the beginning of the Performance Period and the exercise restrictions date of the applicable event, extrapolated for the remaining three-year Performance Period, then applied against the Performance Goals set forth in Appendix B. An example is outlined in Appendix C to illustrate the methodology that will be used to extrapolate the performance results in the event an applicable event occurs before the Vesting Date. Such earned and vested deferred stock units and related Dividend Equivalents shall, subject to Paragraph 10(p) of this Agreement, be distributed in shares of EDS Common Stock on (i) January 31 in the year following the date of the Grantee's Separation from Service, or (ii) the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service, whichever occurs later. For purposes of this agreement, "good reason" is defined as described (i) Grantee is no longer the Chief Operating Officer of the Company, or (ii) the Company requires the Grantee to be based at any office or location that is more than 50 miles from Grantee's then current principal work location without the Grantee's consent, or (iii) Company reduces Grantee's base salary and/or annual target bonus as a percentage of base salary without Grantee's consent, except in Paragraph 2(cthe event of a reduction in such compensation generally applicable to all similarly situated executives, in which case Grantee is treated no less favorably than similarly situated executives. Good reason shall not be considered to have occurred unless Grantee first provides Company with written notice alleging good reason exists for Grantee to terminate his employment and Company has failed to remedy such condition within 30 days after receipt of such written notice. (c) above If Grantee's employment with the Company is involuntarily terminated for Cause or Grantee's employment with the Company is voluntarily terminated (other than for "good reason") prior to the sixth month anniversary of the commencement of employment of a new Chief Executive Officer of the Company and prior to the Vesting Date, then the performance deferred stock units granted pursuant to this DSU Award and the related Dividend Equivalents shall be waivedforfeited. (d) In the event the Committee, in its reasonable discretion, upon consideration of the facts and circumstances and any advice or recommendation of EDS, concludes, that the Grantee violated the Plan's for Cause, non-compete, and/or non-solicitation provisions within one year of the date any earned deferred stock units and related Dividend Equivalents vest under Paragraphs 4, 5(a) or 5(b) of this DSU Award, Grantee shall forfeit such deferred stock units and related Dividend Equivalents that vested during the one year period preceding the violation, or if distributed, require the Grantee to reimburse EDS in the amount of the distribution (notwithstanding the fact that such earned deferred stock units have become vested pursuant to Paragraphs 4, 5(a) or 5(b) above).

Effect of Certain Events. (a) If G▇▇▇▇▇▇With the exception of any Restricted Stock Units that may vest to Grantee pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), if Grantee's employment with the Company is terminated whether voluntarily or involuntarily for any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time time, on the fourth Annual Vesting DateDate for any reason (including without limitation a voluntary or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining age of 62, then the Option Restricted Stock Units and G▇▇▇▇▇▇Grantee's right to continue to vest in the Option Shares granted receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If G▇▇▇▇▇▇Grantee's employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the fourth Annual Vesting Date because of death, Total Disability (as hereinafter defined), or voluntary resignation on or after attaining the age of 62, then, a pro rata amount of the Option Shares all Restricted Stock Units covered by this Agreement shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction, the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being 35 (thirty-five). The Grantee or the Beneficiary (if any) (as hereinafter defined), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date at any time or from time to time for the two-year period commencing on the date of the termination and the restrictions as described in Paragraph 2(c) above shall be waivedStock. (c) If G▇▇▇▇▇▇Grantee's employment with the Company is terminated whether not terminated, but the scope thereof is voluntarily modified as a result of a leave of absence, reduction in work hours below that typically expected of a full-time employee or involuntarily for similar modification, then, unless expressly determined otherwise by the Committee in its sole discretion, the Restricted Stock Units shall cease to vest pursuant to Paragraph 2 above on any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) Annual Vesting Date during the period commencing on that such modification of employment remains in effect. Vesting shall resume after Grantee returns to work hours expected of a full-time employee, with the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the seventh (7th) anniversary of the Date of G▇▇▇▇, then Grantee shall be entitled to purchase that appropriate number of outstanding Vested Option Shares that exist shares becoming vested as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for if the ninety (90) day period following the date of termination, and the exercise restrictions as described Grantee had not had a reduction in Paragraph 2(c) above shall be waivedwork hours.

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. 2008 TRSU (Executive) 2 (a) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated whether voluntarily or involuntarily because of Grantee's voluntary termination for any reason prior to age 62, involuntary termination without Cause prior to age 62, or no reason (other than by reason of deathinvoluntary termination for Cause, Total Disability or voluntary resignation on or after attaining the age of 62) at any time prior to 5:00 P.M., Plano, Texas time time, on the third Annual Vesting Date, then the Option all unvested Restricted Stock Units granted herein and G▇▇▇▇▇▇Grantee's right to continue to vest in the Option Shares granted receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of death, Total Disability or Grantee's voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, then, then a pro rata amount of the Option Shares unvested Restricted Stock Units granted herein shall become Vested Stock, where the pro rata amount will be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, determined by multiplying the total number of Option Shares Restricted Stock Units granted herein by a fractionfraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the Date of Grant and the date Grantee's Date of the applicable eventTermination, and the denominator being 35 (thirty-five)36, and then reducing the resulting number by the number of Restricted Stock Units in which Grantee became vested prior to the Date of Termination. The Grantee or the Beneficiary (if anyVested Stock shall, subject to Paragraph 3(e) (as hereinafter defined)below, or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and be issued on Grantee's employment termination date at any time or from time to time for the two-year period commencing on the date Date of the termination and the restrictions as described in Paragraph 2(c) above shall be waivedTermination. (c) If G▇▇▇▇▇▇'s employment Grantee is separated from service with the Company is terminated whether voluntarily or involuntarily for at any or no reason (other than by reason of death, Total Disability or voluntary resignation on or after attaining the age of 62) during the period commencing on the Vesting Date and ending at 2:30 time prior to 5:00 P.M., Plano, Texas time, on the seventh third Annual Vesting Date because of Grantee's death or Total Disability, then all unvested Restricted Stock Units granted herein shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(e) below, be issued on Grantee's Date of Termination. (7thd) In the event a Change of Control occurs at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, as of the date of such Change of Control, all unvested Restricted Stock Units granted herein shall be immediately converted to Vested Stock, and all such Vested Stock shall be issued on the date of the Change of Control and shall immediately be freed of any restrictions regarding their sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the same consideration with respect to the equity that vests pursuant to this Paragraph 3(d) as any other holder of common stock of the Company. (e) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if (i) Grantee is separated from service with the Company by reason of Grantee's voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, as provided in Paragraph 3(b) above, or (ii) Grantee is separated from service with the Company by reason of Grantee's Total Disability as provided in Paragraph 3(c) above, then: (1) subject to subparagraph (2) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) or (c) above (as applicable) as a result of Grantee's separation from service, a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, will be paid by the Company, on the Date of Termination, to the EDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum 2008 TRSU (Executive) 3 payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of G▇▇▇▇Termination; and (2) notwithstanding anything in this Paragraph 3(e) to the contrary, then Grantee shall be entitled to purchase that number none of outstanding Vested Option Shares that exist as of and on G▇▇▇▇▇▇'s employment termination date at any time or from time to time for the ninety (90) day period following the date of termination, and the exercise restrictions as amounts described in Paragraph 2(csubparagraph (1) above shall be waivedpaid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the date of termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b), but instead such amounts shall be paid by EDS to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Separation.