Common use of Effect of Certain Events Clause in Contracts

Effect of Certain Events. (a) If Grantee's employment with the Company is terminated prior to the Vesting Date because of death or the Grantee becoming Disabled, then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (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 thirty-six (36) months. Notwithstanding the 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 (i) 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 event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the 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 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 (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 performance deferred stock units granted pursuant to this DSU Award and the related Dividend Equivalents shall be forfeited. (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. 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 Grantee's employment Grantee is separated from service with the Company is terminated because of Grantee's voluntary termination for any reason prior to age 62, involuntary termination without Cause prior to age 62, or involuntary termination for Cause, at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, then all unvested Restricted Stock Units granted herein and Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) 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 death Grantee's voluntary resignation or involuntary termination without Cause, on or after attaining the Grantee becoming Disabledage of 62, then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents unvested Restricted Stock Units granted herein shall become Vested Stock, where the pro rata amount will be determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award total number of Restricted Stock Units granted herein by a percentage fraction (not to exceed 100% and not less than 50%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 thirty-six (36) months, and then reducing the resulting number by the number of Restricted Stock Units in which Grantee became vested prior to the Date of Termination. Notwithstanding the distribution date set forth in Paragraph 4 above, the earned and vested DSU Award and related Dividend Equivalents The Vested Stock shall, subject to Paragraph 10(p3(e) of this Agreementbelow, be distributed in shares of EDS Common Stock (i) in the event of the issued on Grantee's death, on the first day Date of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the 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 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 (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 noticeTermination. (c) If Grantee's employment Grantee is separated from service with the Company is involuntarily terminated for Cause or at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of 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 Datedeath or Total Disability, then the performance deferred stock units all unvested Restricted Stock Units granted pursuant herein shall become Vested Stock. The Vested Stock shall, subject to this DSU Award and the related Dividend Equivalents shall Paragraph 3(e) below, be forfeitedissued 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 Committeethird Annual Vesting Date, 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 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 earned deferred 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 units of the Company. (e) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and related Dividend Equivalents vest determined under Paragraphs 4the 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, 5(aon 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 5(b(c) above (as applicable) as a result of this DSU AwardGrantee's separation from service, Grantee shall forfeit such deferred a cash lump sum amount equal to the closing price of a share of common stock units and related Dividend Equivalents that vested during of the one year period preceding Company as reported on the violationNew York Stock Exchange on the last trading day immediately prior to the Date of Termination, or if distributedwill be paid by the Company, require on the Date of Termination, to the EDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee to reimburse EDS and invested in the amount 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 distribution Date of Termination; and (2) notwithstanding anything in this Paragraph 3(e) to the fact that contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such earned deferred stock units have become vested pursuant amounts shall be paid by EDS to Paragraphs 4the 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, 5(aand if (x) on the Date of Termination the EDS Retirement Plan or 5(bany successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) aboveon 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.

Effect of Certain Events. (a) If 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 at any time prior to 5:00 P.M., Plano, Texas time, on the fourth Annual Vesting Date because 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 death or the Grantee becoming Disabled62, then the Grantee shall earn Restricted Stock Units and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (not Grantee's right 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 thirty-six (36) months. Notwithstanding the 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 receive additional shares of EDS Common Vested Stock (i) in the event hereunder shall terminate, without any payment of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with consideration by the Company is terminated due to Grantee, unless expressly determined otherwise by the Grantee becoming Disabled, on the first day of the calendar month following the date of the Grantee's Separation from Service unless the Grantee is a Specified EmployeeCommittee, 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 Serviceits sole, absolute and unfettered discretion. (b) If Grantee's employment with the Company is involuntarily terminated (not for Cause) anytime prior to 5:00 P.M., Plano, Texas time, on the fourth Annual Vesting DateDate because of death, Total Disability (as hereinafter defined), or Grantee's employment with the Company is voluntarily terminated for "good reason" anytime prior to the Vesting Datevoluntary resignation on or after attaining age of 62, 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 Datethen, then the earned and vested deferred stock units granted pursuant to all Restricted Stock Units covered by 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 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 (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 Agreement 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 noticebecome Vested Stock. (c) If Grantee's employment with the Company is involuntarily terminated for Cause 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 Grantee's 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 Annual Vesting Date during the period 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 Company is voluntarily terminated (other than for "good reason") prior to the sixth month anniversary appropriate number 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 forfeited. (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 shares becoming vested as if 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 had not had a reduction 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)work hours.

Effect of Certain Events. (a) Except as provided in the Grantee's current Change of Control Employment Agreement (or pursuant to the terms of any subsequent change of control employment agreement), if Grantee's employment with the Company is terminated prior to the Vesting Date involuntarily for Cause or by voluntary termination without the consent of the EDS Board of Directors, then the Option and 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, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If Grantee's employment with the Company is terminated prior to the Vesting Date by voluntary termination with the consent of the EDS Board of Directors, then the Option and Grantee's right to continue to vest in the Option Shares granted hereunder shall continue to vest as described in Paragraph 2(a) above as if the Grantee had remained employed by the company and until such time as the Option Shares expire as described in Paragraph 2(b) above. (c) If Grantee's employment with the Company is involuntarily terminated prior to the Vesting Date, 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, which will be determined by multiplying the number of Options Shares granted by a fraction (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 separation event, and the denominator being twelve (12). The Grantee may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date for the two-year period commencing on the date of the termination. (d) Without limitation to Grantee's rights under his current Change of Control Employment Agreement (or pursuant to the terms of any subsequent change of control employment agreement), if Grantee's employment with the Company is terminated prior to the Vesting Date because of death or the Grantee becoming DisabledTotal Disability, then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award Option Shares shall be considered to become immediately and related Dividend Equivalents determined unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award number of Option Shares granted by a percentage fraction (not to exceed 100% and not less than 50%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 thirty-six twelve (36) months12). Notwithstanding The Grantee or the distribution date set forth in Paragraph 4 aboveBeneficiary (if any), or the earned and vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 10(p) representative of this Agreement, be distributed in shares of EDS Common Stock (i) in the event Grantee's estate may purchase some or all of the Grantee's death, Vested Option Shares that exist as of and on the first day of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with termination date for the Company is terminated due to the Grantee becoming Disabled, two-year period commencing on the first day of the calendar month following the date of the 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 Servicetermination. (be) If Grantee's employment with the Company is involuntarily terminated (not for Cause) anytime prior to voluntarily with the consent of the EDS Board of Directors during the period commencing on the Vesting DateDate and ending at 2:30 P.M., or Plano, Texas time, on the fourth (4th) 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 with termination date at any time or from time to time until 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 fourth (4th) anniversary 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 Date 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 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 (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 noticeGrant. (cf) If Grantee's employment with the Company is terminated involuntarily terminated for without Cause or by reason of death or Total Disability during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the fourth (4th) anniversary of the Date of Grant, then Grantee or the Beneficiary (if any), or the representative of Grantee's estate 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 shorter of (i) the two-year period commencing on the date of the termination, or (ii) the period ending at 2:30 P.M., Plano, Texas time, on the fourth (4th) anniversary of the Date of Grant. (g) If Grantee's employment with the Company is terminated voluntarily terminated without the consent of the EDS Board of Directors or involuntarily for Cause during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the fourth (other than for "good reason"4th) prior to the sixth month anniversary of the commencement 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 shorter of (i) the ninety (90) day period commencing on the date of the termination, or (ii) the period ending at 2:30 P.M., Plano, Texas time, on the fourth (4th) anniversary of the Date of Grant. (h) In the event of a new Chief Executive Officer Change of Control, the Company and prior Grantee's separate Change of Control Employment Agreement shall govern with respect to determining the Vesting Date, then effect of such change of control on the performance deferred stock units Option Shares granted pursuant to this DSU Award and the related Dividend Equivalents shall be forfeitedagreement. (di) In If Grantee's employment with the event Company is not terminated, but the Committeescope 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 similar modification, then, unless expressly determined otherwise by the Committee in its reasonable sole discretion, upon consideration the Options shall cease to vest pursuant to Paragraph 2 above on any Vesting Date during the period 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 facts and circumstances and any advice or recommendation appropriate number of EDS, concludes, that Options becoming vested as if 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 had not had a reduction 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)work hours.

Effect of Certain Events. (a) If With the exception of any Restricted Stock Units that may vest pursuant to the terms of Grantee's employment with the Company is terminated prior current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the Vesting Date because terms of death any successor severance or the Grantee becoming Disabled, then the Grantee shall earn and be immediately vested in a pro rata amount change of the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (not to exceed 100% and not less than 50%control agreements), the numerator of which following provisions shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being thirty-six (36) monthsapply. Notwithstanding the 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 (i) 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 event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the 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.2 (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 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 (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. (ca) If Grantee's employment with the Company is involuntarily terminated for Cause or at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date then Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee.. (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if Grantee's employment with the Company is voluntarily terminated (other than for "good reason") prior to 5:00 P.M., Plano, Texas time, on the sixth month anniversary third Annual Vesting Date because of death, Total Disability, or involuntary termination not for Cause then, all Restricted Stock Units covered by this Agreement shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d) below, be issued on the commencement Date of employment Termination and shall immediately be freed of any restrictions regarding its sale or transfer. (c) On a new Chief Executive Officer Change of the Company and Control prior to the Vesting Date, then the performance deferred Restricted Stock Units shall be immediately converted to Vested Stock, and all such restricted stock units granted shall be issued on the date of the Change of Control and shall immediately be freed of any restrictions regarding its 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 DSU Award and Paragraph 3(c) as any other holder of common stock of the related Dividend Equivalents shall be forfeitedCompany. (d) In If, on the event Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the Committee, in its reasonable discretion, upon consideration terms of the facts EDS Benefit Restoration Plan or successor plan(s)) and circumstances and any advice if Grantee's employment with the Company is terminated by reason of Grantee's Total Disability or recommendation of EDS, concludes, that the Grantee violated the Plan's involuntary termination not for Cause, nonthen: (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 Company shall provide Grantee 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, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (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 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 (2) notwithstanding anything in this Paragraph 3(d) to the contrary, none of the amounts described in subparagraph (1) above shall be paid 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-competerisk" status (as such term is defined in Code Section 430(i)), and/or non-solicitation provisions within one year (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 any earned deferred stock units and related Dividend Equivalents vest 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 Paragraphs 4Code Section 409A(b)(2), 5(a) or 5(b) of this DSU Award, Grantee but instead such amounts shall forfeit such deferred stock units and related Dividend Equivalents that vested during the one year period preceding the violation, or if distributed, require be paid by EDS to the Grantee to reimburse EDS in (less applicable deductions and withholdings) on the amount first business day after the six month anniversary 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)Date of Termination.

Effect of Certain Events. (a) If Grantee's employment with the Company is terminated prior to the Vesting Date because of death or the Grantee becoming Disabled, then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (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 thirty-six (36) monthsEquivalents. Notwithstanding the distribution date set forth in Paragraph 4 3 above, the earned and vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 10(p9(p) of this Agreement, be distributed in shares of EDS Common Stock (i) 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 event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the Grantee's Separation from Service unless the Grantee is a 2008 DSU (UK) 2 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 With the exception of any deferred stock units that may vest pursuant to the terms of Grantee's employment with current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the Company is involuntarily terminated (not for Cause) anytime terms of any successor severance or change of control agreements), if, prior to the Vesting Date, or Grantee's employment with the Company is voluntarily or involuntarily terminated for "good reason" anytime prior to the Vesting Date, or any reason other than Grantee's employment with death or 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 DateGrantee becoming Disabled, 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 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 (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 performance deferred stock units granted pursuant to this DSU Award and the related Dividend Equivalents shall be forfeited. (dc) 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) 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 earned deferred stock units have become vested pursuant to Paragraphs 4, 5(a) 3 or 5(b) above4 of this Agreement).

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 Grantee's employment Grantee is separated from service with the Company is terminated because of Grantee's voluntary or involuntary termination for any reason, other than Grantee's death or Total Disability, at any time prior to the Vesting Date because of death or the Grantee becoming Disabled5:00 P.M., then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (not to exceed 100% and not less than 50%)Plano, 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 thirty-six (36) months. Notwithstanding the 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 (i) in the event of the Grantee's deathTexas time, on the first day of the calendar month after the third Annual Vesting Date, then all unvested Restricted Stock Units granted herein and Grantee's date right to receive additional shares of deathVested Stock hereunder shall terminate, or (ii) in the event the Grantee's employment with without any payment of consideration by the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the 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 Grantee is separated from service with the Company is involuntarily terminated (not for Cause) anytime at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, or Date because of Grantee's employment with the Company is voluntarily terminated for "good reason" anytime prior to the Vesting Datedeath or Total Disability, or then all unvested Restricted Stock Units granted herein shall become Vested Stock. The Vested Stock shall be issued on 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 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 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 noticeservice. (c) If Grantee's employment with In the Company is involuntarily terminated for Cause or Grantee's employment with the Company is voluntarily terminated (other than for "good reason") event a Change of Control occurs at any time prior to 5:00 P.M., Plano, Texas time, on the sixth month anniversary of the commencement of employment of a new Chief Executive Officer of the Company and prior to the third Annual Vesting Date, then then, as of the performance deferred stock units date of such Change of Control, all unvested Restricted Stock Units granted pursuant to this DSU Award and the related Dividend Equivalents herein shall be forfeitedconsidered 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. (d1) In the event the CommitteeExcept as provided in subparagraphs (3) and (4) below, in its reasonable discretion, upon consideration a pro-rata portion of the facts 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 circumstances 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 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 advice purchaser or recommendation successor to the Company, because of EDSGrantee's voluntary termination for any reason or involuntary termination with Cause (as hereinafter defined), concludesthen Grantee's right to receive any remaining portion of the Earned Award that has not been issued or paid, that 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 violated is separated from service with the PlanCompany, or any purchaser or successor to the Company, because of Grantee's for death or Total Disability or because of Grantee's involuntary termination without Cause, non-compete, and/or non-solicitation provisions within one year then any remaining portion of the date any earned deferred stock units and related Dividend Equivalents vest under Paragraphs 4Earned Award shall be issued or paid, 5(a) or 5(b) of this DSU Awardas applicable, to 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)on Grantee's separation from service.

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant to the terms of G▇▇▇▇▇▇'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 Grantee's employment Grantee is separated from service with the Company is terminated because of Grantee's voluntary termination for any reason prior to age 62, involuntary termination without Cause prior to age 62, or involuntary termination for Cause, at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, then all unvested Restricted Stock Units granted herein and G▇▇▇▇▇▇'s right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee. (b) 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 death Grantee's voluntary resignation or involuntary termination without Cause, on or after attaining the Grantee becoming Disabledage of 62, then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents unvested Restricted Stock Units granted herein shall become Vested Stock, where the pro rata amount will be determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award total number of Restricted Stock Units granted herein by a percentage fraction (not to exceed 100% and not less than 50%1.0), the numerator of which shall be the number of complete months between the Date of Grant and the date G▇▇▇▇▇▇'s Date of the applicable eventTermination, and the denominator being thirty-six (36) months, and then reducing the resulting number by the number of Restricted Stock Units in which Grantee became vested prior to the Date of Termination. Notwithstanding the distribution date set forth in Paragraph 4 above, the earned and vested DSU Award and related Dividend Equivalents The Vested Stock shall, subject to Paragraph 10(p3(e) of this Agreementbelow, be distributed in shares of EDS Common Stock (i) in the event of the issued on Grantee's death, on the first day Date of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the 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 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 (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 noticeTermination. (c) If Grantee's employment Grantee is separated from service with the Company is involuntarily terminated for Cause or at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of 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 Datedeath or Total Disability, then the performance deferred stock units all unvested Restricted Stock Units granted pursuant herein shall become Vested Stock. The Vested Stock shall, subject to this DSU Award and the related Dividend Equivalents shall Paragraph 3(e) below, be forfeitedissued 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 Committeethird Annual Vesting Date, 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 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 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 (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 earned deferred purchaser or successor to the Company, because of Grantee's voluntary termination for any reason prior to age 62 or involuntary termination with Cause (as hereinafter defined), then G▇▇▇▇▇▇'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 G▇▇▇▇▇▇'s voluntary resignation on or after attaining the age of 62, because of G▇▇▇▇▇▇'s death or Total Disability, or because of G▇▇▇▇▇▇'s involuntary termination without Cause, then any 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 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 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 units and related Dividend Equivalents vest under Paragraphs 4, 5(aunit that would be converted to Vested Stock pursuant to Paragraph 3(b) or 5(b(c) above (as applicable) as a result of this DSU AwardGrantee'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 shall forfeit 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 deferred stock units payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and related Dividend Equivalents withholdings) on the first business day after the six month anniversary of the Date of Termination; (2) subject to subparagraph (3) below, any remaining cash portion of the Earned Award that vested during the one year period preceding the violationhas 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 distributedthe Earned Award was converted to equity, require 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 to reimburse EDS and invested in the amount 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 distribution Date of Termination; and (3) notwithstanding anything in this Paragraph 3(e) to the fact that such earned deferred stock units have become vested pursuant to Paragraphs 4contrary, 5(anone of the amounts described in subparagraphs (1) or 5(b(2) aboveabove shall be paid 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 Grantee's employment with the Company is terminated prior to the Vesting Date because of death or the Grantee becoming Disabled, then the Grantee shall earn and be immediately vested in a pro rata amount of the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (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 thirty-six (36) months. Notwithstanding the distribution date set forth in Paragraph 4 3 above, the earned and vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 10(p9(p) of this Agreement, be distributed in shares of EDS Common Stock (i) 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 event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the 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 vest immediately. Once vested, 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 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 DSU Award and related Dividend Equivalents on the DSU Award shall, subject to Paragraph 10(p9(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 performance deferred stock units granted pursuant to this DSU Award and the related Dividend Equivalents shall be forfeited. (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) 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 earned deferred stock units have become vested pursuant to Paragraphs 4, 5(a) 3 or 5(b) 4 above).