0000047217-08-000142.txt : 20080902 0000047217-08-000142.hdr.sgml : 20080901 20080902172124 ACCESSION NUMBER: 0000047217-08-000142 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20080902 DATE AS OF CHANGE: 20080902 EFFECTIVENESS DATE: 20080902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-153302 FILM NUMBER: 081052132 BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 1050 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 1050 CITY: PALO ALTO STATE: CA ZIP: 94304 S-8 1 eds-s8_0908.htm

As filed with the Securities and Exchange Commission on September 2, 2008
	Registration No. 333-________

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM S-8
	REGISTRATION STATEMENT
	UNDER
	THE SECURITIES ACT OF 1933

	HEWLETT-PACKARD COMPANY
	(Exact name of issuer as specified in its charter)

Delaware	3000 Hanover Street, Palo Alto, California 94304	94-1081436
(State or other jurisdiction of incorporation or organization)	(Address and zip code of principal executive offices)	(I.R.S. Employer Identification No.)


Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation Transition Incentive Plan of Electronic Data Systems Corporation 2002 Transition Inducement Plan of Electronic Data Systems Corporation 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation
	(Full title of the plan)

	Paul T. Porrini
Vice President, Deputy General Counsel and Assistant Secretary
	3000 Hanover Street, Palo Alto, California 94304
	(Name and address of agent for service)

	(650) 857-1501
	(Telephone Number, including area code, of agent for service)

	CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be	Proposed maximum offering price	Proposed maximum aggregate offering	Amount of
	registered (1)	per share	price	registration fee
Hewlett-Packard Company Common Stock, $.01 par value per share ("Common Stock"), to be issued under the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation	5,294,141 shares⁽²⁾10,655,884 shares⁽³⁾23,912,543 shares⁽⁴⁾	$40.14⁽⁵⁾$47.01⁽⁶⁾$47.01⁽⁶⁾	$212,506,820⁽⁵⁾$500,933,107⁽⁶⁾$1,124,128,646⁽⁶⁾	$8,352 $19,687 $44,178
Common Stock to be issued under the Transition Incentive Plan of Electronic Data Systems Corporation	1,054 shares⁽²⁾	$104.09⁽⁵⁾	$109,711⁽⁵⁾	$4
Common Stock to be issued under the 2002 Transition Inducement Plan of Electronic Data Systems Corporation	315,565 shares⁽²⁾ 9,538 shares⁽³⁾	$39.66⁽⁵⁾$47.01⁽⁶⁾	$12,515,308⁽⁵⁾$448,381⁽⁶⁾	$492 $18

Common Stock to be issued under the 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation	379,529 shares⁽²⁾	$68.06⁽⁵⁾	$25,830,744⁽⁵⁾	$1,015
Common Stock to be issued under the 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation	26,053 shares⁽²⁾	$109.54⁽⁵⁾	$2,853,846⁽⁵⁾	$112
Total	40,594,307 shares		$1,879,326,563	$73,858⁽⁷⁾

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation (formerly, the Amended and Restated Incentive Plan of Electronic Data Systems Corporation and the 1996 Incentive Plan of Electronic Data Systems Corporation), the Transition Incentive Plan of Electronic Data Systems Corporation, the 2002 Transition Inducement Plan of Electronic Data Systems Corporation, the 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation (also known as PerformanceShare) and the 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation (also known as the EDS Global Share Plan) (collectively, the “Plans”) by reason of any stock dividend, stock split, capitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock.

(2)

Pursuant to the Agreement and Plan of Reorganization entered into as of May 13, 2008 (the “Merger Agreement”) by and among Hewlett-Packard Company, Hawk Merger Corporation and Electronic Data Systems Corporation (“EDS”), the Registrant assumed all of the outstanding options to purchase common stock of EDS under the Plans and such options became exercisable to purchase shares of Common Stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option.

(3)

Pursuant to the Merger Agreement, all of the outstanding restricted stock units of EDS issued under the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation and the 2002 Transition Inducement Plan of Electronic Data Systems Corporation were converted into restricted stock units of the Registrant, subject to appropriate adjustments to the number of shares.

(4)	Represents shares available for future issuance pursuant to the assumption of the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation.

(5)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of the outstanding options.

(6)	Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h) and (c) of the Securities Act on the basis of $47.01 per share, the average of the high and low prices of the Common Stock on August 29, 2008, as reported on the New York Stock Exchange.

(7)

The total filing fee for all securities registered herein of $73,858 is offset pursuant to Rule 457(p) of the Securities Act by filing fees totaling $73,858 previously paid with respect to unsold securities registered pursuant to a Registration Statement on Form S-3 (333-115590) initially filed on May 18, 2004 by EDS.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Hewlett-Packard Company (“HP”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a) HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007 filed with the Commission on December 18, 2007 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by HP’s Annual Report referred to in (a) above; and

(c) The description of our common stock contained in our registration statement on Form 8-A/A filed with the Commission on June 23, 2006, and any amendment or report filed with the Commission for the purposes of updating such description.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicate that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interest of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware authorizes a court to award or a corporation’s board of directors to grant indemnification to directors and officers in terms that are sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

Our certificate of incorporation contains a provision eliminating the personal liability of our directors to HP or its stockholders for breach of fiduciary duty as a director to the fullest extent permitted by applicable law.

II-1

Our bylaws provide for the indemnification of our directors and officers to the maximum extent permitted by Delaware law. Our bylaws also provide:

(i) that we are authorized to enter into individual indemnification contracts with our directors and officers to the fullest extent not prohibited by Delaware law, and

(ii) that we shall not be required to indemnify any director or officer if (a) the director or officer has not met the standard of conduct which makes indemnification permissible under Delaware law, or (b) the proceeding for which indemnification is sought was initiated by such director or officer and such proceeding was not authorized by the board of directors.

HP maintains liability insurance for our directors and officers. HP has also agreed to indemnify certain officers against certain claims by their former employers as a result of their employment by HP.

In addition, our bylaws give us the power to indemnify our employees and agents to the fullest extent permitted by Delaware law.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit Number			Exhibit Description
4.1			Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation.
4.2			Transition Incentive Plan of Electronic Data Systems Corporation.
4.3			2002 Transition Inducement Plan of Electronic Data Systems Corporation.
4.4			1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation.
4.5			2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation.
5			Opinion re legality.
23.1			Consent of Counsel (included in Exhibit 5).
23.2			Consent of Independent Registered Public Accounting Firm.
24			Power of Attorney (included on the signature pages of this Registration Statement).

Item 9. Undertakings

A. The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act.

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement – notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

II-2

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs A(1)(i) and A(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) that, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) any other communication that is an offer in the offering made by the Registrant to the purchaser.

II-3

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Palo Alto, state of California, on September 2, 2008.



	Hewlett-Packard Company
	By: /s/ Paul T. Porrini
	Paul T. Porrini Vice President, Deputy General Counsel and Assistant Secretary

II-5

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Hewlett-Packard Company, a Delaware corporation, do hereby constitute and appoint Michael J. Holston, Paul T. Porrini and Catherine A. Lesjak, and each of them individually, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which such attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable such corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all such attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date

	Chairman, Chief Executive Officer
/s/ Mark V. Hurd	and President	September 2, 2008
Mark V. Hurd	(Principal Executive Officer)

	Executive Vice President and
/s/ Catherine A. Lesjak	Chief Financial Officer	September 2, 2008
Catherine A. Lesjak	(Principal Financial Officer)


/s/ James T. Murrin	Senior Vice President and Controller	September 2, 2008
James T. Murrin	(Principal Accounting Officer)


/s/ Lawrence T. Babbio, Jr.	Director	September 2, 2008
Lawrence T. Babbio, Jr.


/s/ Sari M. Baldauf	Director	September 2, 2008
Sari M. Baldauf


/s/ Richard A. Hackborn	Director	September 2, 2008
Richard A. Hackborn

II-6



/s/ John H. Hammergren	Director	September 2, 2008
John H. Hammergren


/s/ Joel Z. Hyatt	Director	September 2, 2008
Joel Z. Hyatt


/s/ John R. Joyce	Director	September 2, 2008
John R. Joyce


/s/ Robert L. Ryan	Director	September 2, 2008
Robert L. Ryan


/s/ Lucille S. Salhany	Director	September 2, 2008
Lucille S. Salhany


/s/ G. Kennedy Thompson	Director	September 2, 2008
G. Kennedy Thompson

II-7

EXHIBIT INDEX

Exhibit Number			Exhibit Description
4.1			Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation.
4.2			Transition Incentive Plan of Electronic Data Systems Corporation.
4.3			2002 Transition Inducement Plan of Electronic Data Systems Corporation.
4.4			1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation.
4.5			2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation.
5			Opinion re legality.
23.1			Consent of Counsel (included in Exhibit 5).
23.2			Consent of Independent Registered Public Accounting Firm.
24			Power of Attorney (included on the signature pages of this Registration Statement).

EX-4.1 2 edsex4-1_0908.htm

EXHIBIT 4.1

2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION

1. Plan. This 2003 Incentive Plan of Electronic Data Systems Corporation, effective as of May 20, 2003, is a further amendment and restatement of the Amended and Restated Electronic Data Systems Corporation Incentive Plan.

2. Objectives. This Plan is designed to attract and retain employees of the Company and its Subsidiaries (as hereinafter defined), to attract and retain qualified directors of the Company, to encourage the sense of proprietorship of such employees and Directors, and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards (as hereinafter defined) under this Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in the growth and performance of the Company and its Subsidiaries.

3. Definitions. As used herein, the terms set forth below shall have the following respective meanings:

“Annual Director Award Date” means, for each year, the first business day of the month next succeeding the date upon which the annual meeting of stockholders of the Company is held in such year.

“Authorized Officer” means the Chairman of the Board or the Chief Executive Officer of the Company (or any other senior officer of the Company to whom either of them shall delegate the authority to execute any Award Agreement).

“Award” means an Employee Award or a Director Award.

“Award Agreement” means any Employee Award Agreement or Director Award Agreement.

“Board” means the Board of Directors of the Company.

“Cash Award” means an award denominated in cash.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Compensation and Benefits Committee of the Board or such other committee of the Board as is designated by the Board to administer the Plan.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company.

“Director” means an individual serving as a member of the Board.

“Director Award” means the grant of an Award to a Nonemployee Director, including, but not limited to, the grant of a Director Option or Director Restricted Stock.

“Director Award Agreement” means a written agreement between the Company and a Participant who is a Nonemployee Director setting forth the terms, conditions and limitations applicable to a Director Award.

“Director Options” means Nonqualified Options granted to Nonemployee Directors pursuant to the applicable terms, conditions and limitations specified in paragraph 9(a) hereof.

“Director Restricted Stock” means Common Stock granted to Nonemployee Directors pursuant to the applicable terms, conditions and limitations specified in paragraph 9(b) hereof.

“Disability” means, with respect to a Nonemployee Director, the inability to perform the duties of a Director for a continuous period of more than three months by reason of any medically determinable physical or mental impairment.

“Dividend Equivalents” means, with respect to shares of Restricted Stock that are to be issued at the end of the Restriction Period, an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable to stockholders of record during the Restriction Period on a like number of shares of Common Stock.

“Employee” means an employee of the Company or any of its Subsidiaries.

“Employee Award” means the grant of any Option, SAR, Stock Award, Cash Award or Performance Award, whether granted singly, in combination or in tandem, to a Participant who is an Employee pursuant to such applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

“Employee Award Agreement” means a written agreement between the Company and a Participant who is an Employee setting forth the terms, conditions and limitations applicable to an Employee Award.

“Employee Award Statement” means a written notice to a Participant who is an Employee from the Company setting forth the terms, conditions and limitations applicable to an Employee Award.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the mean between the highest and lowest sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if shares of Common Stock are not so listed but are quoted on the Nasdaq Stock Market, the mean between the highest and lowest sales price per share of Common Stock reported by the Nasdaq Stock Market on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported or (iii) if the Common Stock is not so listed or quoted but are traded in the over-the-counter market, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the National Quotation Bureau Incorporated.

“Incentive Option” means an Option that is intended to comply with the requirements set forth in Section 422 of the Code.

“Noncompetition Provisions” has the meaning set forth in paragraph 8(c) hereof.

“Nonemployee Director” has the meaning set forth in paragraph 4(b) hereof.

“Nonqualified Stock Option” means an Option that is not an Incentive Option.

“Option” means a right to purchase a specified number of shares of Common Stock at a specified price.

“Participant” means an Employee or Director to whom an Award has been made under this Plan.

“Performance Award” means an award made pursuant to this Plan to a Participant who is an Employee that is subject to the attainment of one or more Performance Goals.

“Performance Goal” means a standard established by the Committee, to determine in whole or in part whether a Performance Award shall be earned.

“Restricted Stock” means any Common Stock that is restricted or subject to forfeiture provisions.

“Restriction Period” means a period of time beginning as of the date upon which an Award of Restricted Stock is made pursuant to this Plan and ending as of the date upon which the Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, or any successor rule.

“SAR” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value or other specified valuation of a specified number of shares of Common Stock on the date the right is exercised over a specified strike price (in each case, as determined by the Committee).

“Split-Off” means the split-off of the Company from General Motors Corporation (“GM”) on June 7, 1996 pursuant to which each outstanding share of Class E Common Stock of GM was converted into one share of Common Stock, and the Company became an independent publicly-traded corporation.

“Stock Award” means an award in the form of shares of Common Stock or units denominated in shares of Common Stock.

“Stock Option Exchange Program” means the Stock Option Exchange Program approved as Proposal 3 at the 2003 Annual Meeting of Shareholders of the Company.

4. Eligibility.

(a) Employees. Employees eligible for Employee Awards under this Plan shall consist of those Employees whose performance or contribution, in the judgment of the Committee, benefits or will benefit the Company.

(b) Directors. Directors eligible for Director Awards under this Plan are those who are not employees of the Company or any of its Subsidiaries (“Nonemployee Directors”).

5. Common Stock Available for Awards. Subject to the provisions of paragraph 15 hereof, the aggregate number of shares of Common Stock that may be issued under the Plan for Awards granted wholly or partly in Common Stock (including rights or options which may be exercised for or settled in Common Stock) is 66,149,952⁽¹⁾ (in addition to any shares that are the subject of Awards outstanding as of May 20, 2003), of which an aggregate of not more than 317, 338 shares shall be available for Director Awards (in addition to any shares subject to Director Awards as of May 20, 2003) and the remainder shall be available for Employee Awards, including Incentive Options (provided, that no Award of an Incentive Option with respect to such shares shall be made on or after May 20, 2013), the date which is 10 years after the Board’s approval of this amended and restated Plan). The number of shares of Common Stock that are the subject of any Awards outstanding on or after December 31, 2002 that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or some of the shares covered by the Award are not issued to a Participant or are exchanged for Awards that do not involve Common Stock, shall again immediately become available for issuance under Awards hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

6. Administration.

(a) This Plan shall be administered by the Committee. The Board, in its sole discretion may exercise any authority of the Committee under the Plan in lieu of the Committee’s exercise thereof, in which instances references to the Committee shall refer to the Board. To the extent required (i) in order for Employee Awards to be exempt from Section 16 of the Exchange Act by virtue of the provisions of Rule 16b-3, the Committee shall be the Board or shall consist of at least two members of the Board who meet the requirements of the definition of “non-employee director” set forth in Rule 16b-3 promulgated under the Exchange Act, and (ii) with respect to any Award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall consist of two or more directors, each of whom meets the definition of “outside director” under said Section 162(m).

(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions which are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt, amend and rescind such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. The Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner (except any change which would result in the lowering of the grant price without shareholder approval) that is either (i) not adverse to the Participant to whom such Award was granted or (ii) consented to by such Participant. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

(1) This number will be subject to adjustment from time to time as follows: (I) upward as a result of options forfeited hereunder after 05/20/03
and (II) downward for those options issued pursuant to other equity plans and eligible for exchange for options under this plan but subsequently not exchanged in connection with the Stock Option Exchange Program.

(c) No member of the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of paragraph 7 of this Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

7. Delegation of Authority. The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish, except that the Committee may not delegate to any person the authority to grant Awards to, or take other action with respect to, Participants who at the time of such awards or action are subject to Section 16 of the Exchange Act or are “covered employees” as defined in Section 162(m) of the Code.

8. Employee Awards.

(a) The Committee shall determine the type or types of Employee Awards to be made under this Plan and shall designate from time to time the Employees who are to be the recipients of such Awards. Each Employee Award may be embodied in an Employee Award Agreement or Employee Award Statement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion. Employee Awards may consist of those listed in this paragraph 8(a) hereof and may be granted singly, in combination or in tandem. Employee Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity; provided that no Option may be issued in exchange for the cancellation of an Option with a lower exercise price other than in connection with the Stock Option Exchange Program. An Employee Award may provide for the grant or issuance of additional, replacement or alternative Employee Awards upon the occurrence of specified events, including the exercise of the original Employee Award granted to a Participant. All or part of an Employee Award may be subject to conditions established by the Committee, which may include, but are not limited to, continuous service with the Company and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attainment of specified growth rates and other comparable measurements of performance. Upon the termination of employment by a Participant who is an Employee, any unexercised, deferred, unvested or unpaid Employee Awards shall be treated as set forth in the applicable Employee Award Agreement or Employee Award Statement.

(i) Stock Option. An Employee Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of an Incentive Option or a Nonqualified Option. The price at which shares of Common Stock may be purchased upon the exercise of an Incentive Option shall be not less than the Fair Market Value of the Common Stock on the date of grant. The price at which shares of Common Stock may be purchased upon the exercise of a Nonqualified Option shall be not less than, but may exceed, the Fair Market Value of the Common Stock on the date of grant. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Options awarded pursuant to this Plan, including the term of any Options and the date or dates upon which they become exercisable, shall be determined by the Committee.

(ii) Stock Appreciation Right. An Employee Award may be in the form of an SAR. The terms, conditions and limitations applicable to any SARs awarded pursuant to this Plan, including the term of any SARs and the date or dates upon which they become exercisable, shall be determined by the Committee.

(iii) Stock Award. An Employee Award may be in the form of a Stock Award. The terms, conditions and limitations applicable to any Stock Awards granted pursuant to this Plan shall be determined by the Committee.

(iv) Cash Award. An Employee Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to any Cash Awards granted pursuant to this Plan shall be determined by the Committee.

(v) Performance Award. Without limiting the type or number of Employee Awards that may be made under the other provisions of this Plan, an Employee Award may be in the form of a Performance Award. A Performance Award shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee prior to the earlier to occur of (x) 90 days after the commencement of the period of service to which the Performance Goal relates and (y) the elapse of 25% of the period of service (as scheduled in good faith at the time the goal is established), and in any event while the outcome is substantially uncertain. A Performance Goal is objective if a third party having knowledge of the relevant facts could determine whether the goal is met. A Performance Goal may be based on one or more of business criteria that apply to the individual, one or more business units of the Company, or the Company as a whole, and may include one or more of the following criteria: revenue, net income, Common Stock price, stockholder return, stockholder value, economic value, earnings per share, market performance, return on assets, return on equity, earnings, operating profits, cash flow, working capital, costs, new business contract values, and/or such other financial, accounting or quantitative metric determined by the Committee. A Performance Goal may, but need not be, based upon a change or an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo, limiting economic losses, or a relative comparison of performance to the performance of a peer group or other external or internal measure (measured, in each case, by reference to specific business criteria). A Performance Goal may include or exclude items to measure specific objectives, including, without limitation, extraordinary or other non-recurring items, acquisitions and divestitures, internal restructuring and reorganizations, accounting charges and effects of accounting changes. In interpreting Plan provisions applicable to Performance Goals and Performance Awards applicable to Awards to Employees who are “covered employees” under Section 162(m) of the Code, it is the intent of the Plan to conform with the standards of Section 162(m) of the Code and Treasury Regulations Section 1.162-27(e)(2)(i), and the Committee in establishing such goals and interpreting the Plan shall be guided by such provisions. Prior to the payment of any compensation based on the achievement of Performance Goals to any such “covered employee”, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Performance Awards made pursuant to this Plan shall be determined by the Committee.

(b) Notwithstanding anything to the contrary contained in this Plan, the following limitations shall apply to any Employee Awards made hereunder:

(i) No Participant may be granted, during any calendar year period, Employee Awards consisting of Options or SARs that are exercisable for more than 2,000,000 shares of Common Stock, subject to adjustment pursuant to the provisions of paragraph 15 hereof;

(ii) No Participant may be granted, during any calendar period, Employee Awards consisting of shares of Common Stock or units denominated in such shares (other than any Employee Awards consisting of Options or SARs) covering or relating to more than 500,000 shares of Common Stock, subject to adjustment pursuant to the provisions of paragraph 15 hereof (the limitation set forth in this clause (ii), together with the limitation set forth in clause (i) above, being hereinafter collectively referred to as the “Stock Based Awards Limitations”); and

(iii) No Participant may be paid under any Employee Awards consisting of Cash Awards or any other form permitted under this Plan (other than Employee Awards consisting of Options or

SARs or otherwise consisting of shares of Common Stock or units denominated in such shares) in respect of any calendar-year period an amount in excess of $6,000,000.

(c) Prior to the Split-Off, certain awards consisting of shares of GM Class E Common Stock or units denominated in such shares (the “Existing Stock Awards”) had been made to Employees under the Plan as in effect from time to time prior to the Split-Off. As of the Split-Off, each Existing Stock Award was adjusted so that such award consisted of or related to a number of shares of Common Stock equal to the number of shares of GM Class E Common Stock that were the subject of such Existing Stock Award immediately prior to such date, without any alteration or enlargement of the rights of the holders thereof. Notwithstanding anything to the contrary contained in this Plan, all Existing Stock Awards that were subject to the restrictions and other provisions relating to competition by participants and related matters set forth in Section 10 of the Plan as in effect immediately prior to the Split-Off (the “Noncompetition Provisions”) continue to be subject to the Noncompetition Provisions, as fully and to the same extent as if such Section 10 were set forth herein in its entirety. Awards made after the Split-Off shall be subject to such restrictions and other provisions relating to competition or other conduct detrimental to the Company as determined by the Committee.

9. Director Awards. Each Nonemployee Director of the Company shall be granted Director Awards in accordance with this paragraph 9 and subject to the applicable terms, conditions and limitations set forth in this Plan and the applicable Director Award Agreement. In addition, each Nonemployee Director shall be entitled to any other Award as the Board or Committee may determine, which Award shall be embodied in a Director Award Agreement which shall contain such terms, conditions and limitations (including, but not limited to, terms, conditions and limitations which may be similar to those applicable to Employee Awards) as shall be determined by the Board or Committee in its discretion. Notwithstanding anything to the contrary contained herein, Director Awards shall not be made in any year in which a sufficient number of shares of Common Stock are not available to make such Awards under this Plan.

(a) Director Options. On each Annual Director Award Date occurring on or after June 1, 2000, each Nonemployee Director shall automatically be granted a Director Option that provides for the purchase of 4,000 shares of Common Stock (or such other number of shares as the Board or Committee shall from time to time determine). In the event that after June 1, 2000, a Nonemployee Director is elected otherwise than by election at an annual meeting of stockholders of the Company, on the date of his or her election, such Nonemployee Director shall automatically be granted a Director Option that provides for the purchase of a number of shares of Common Stock (rounded up to the nearest whole number) equal to the product of (i) 4,000 and (ii) a fraction the numerator of which is the number of days between the election of such Nonemployee Director and the next scheduled Annual Director Award Date (or, if no such date has been scheduled, the first anniversary of the immediately preceding Annual Director Award Date) and the denominator of which is 365. Each Director Option shall have a term of ten years from the date of grant, notwithstanding any earlier termination of the status of the holder as a Nonemployee Director. The purchase price of each share of Common Stock subject to a Director Option shall be equal to the Fair Market Value of the Common Stock on the date of grant. All Director Options shall vest and become exercisable in increments of one-third of the total number of shares of Common Stock that are subject thereto (rounded up to the nearest whole number) on the first and second anniversaries of the date of grant and of all remaining shares of Common Stock that are subject thereto on the third anniversary of the date of grant. All unvested Director Options shall be forfeited if the Nonemployee Director resigns as a Director without the consent of a majority of the other Directors.

In addition to the Director Options automatically awarded pursuant to the immediately preceding paragraph, a Nonemployee Director may make an annual election to receive, in lieu of all or any portion of the Director’s fees he or she would otherwise be entitled to receive in cash during the next year (including both annual retainer and meeting fees), Director Options that provide for the purchase of a number of shares of Common Stock (rounded up to the nearest whole number) equal to the product of (x) three times (y) a fraction the numerator of which is equal to the dollar amount of fees the Nonemployee Director elects to

forego in the next year in exchange for Director Options and the denominator of which is equal to the Fair Market Value of the Common Stock on the effective date of the election. Each annual election made by a Nonemployee Director pursuant to this paragraph 9(a) (i) shall take the form of a written document signed by such Nonemployee Director and filed with the Secretary of the Company, (ii) shall designate the dollar amount of the fees the Nonemployee Director elects to forego in the next year in exchange for Director Options and (iii) to the extent provided by the Committee in order to ensure that the Award of the Director Options is exempt from Section 16 by virtue of Rule 16b-3, shall be irrevocable and shall be made prior to the date as of which such Award of Director Options is to be effective. An Award of Director Options at the election of a Nonemployee Director shall be effective on the next Annual Director Award Date.

Any Award of Director Options shall be embodied in a Director Award Agreement, which shall contain the terms, conditions and limitations set forth above and shall be signed by the Participant to whom the Director Options are granted and by an Authorized Officer for and on behalf of the Company.

(b) Director Restricted Stock. On each Annual Director Award Date occurring on or after June 1, 2000, each Nonemployee Director shall automatically be granted 500 shares of Director Restricted Stock (or such other number of shares as the Board or Committee shall from time to time determine). In the event that after June 1, 2000, a Nonemployee Director is elected otherwise than by election at an annual meeting of stockholders of the Company, on the date of his or her election, such Nonemployee Director shall automatically be granted a number of shares of Director Restricted Stock (rounded up to the nearest whole number) equal to the product of (i) 500 and (ii) a fraction the numerator of which is the number of days between the election of such Nonemployee Director and the next scheduled Annual Director Award Date (or, if no such date has been scheduled, the first anniversary of the immediately preceding Annual Director Award Date) and the denominator of which is 365. Shares of Director Restricted Stock awarded to a Nonemployee Director (i) shall vest in increments of one-third of the total number of shares of Director Restricted Stock (rounded up to the nearest whole number) that are the subject of such Award on the first and second anniversaries of the date of grant and all remaining shares of Director Restricted Stock that are the subject of such Award on the third anniversary of the date of grant and (ii) shall fully vest (to the extent not previously vested pursuant to clause (i) above) upon a failure to reelect the Nonemployee Director as Director, the death of the Director or the resignation of the Director by reason of Disability or at the request of a majority of the other Directors. All unvested shares of Director Restricted Stock granted to a Nonemployee Director shall be forfeited if the Nonemployee Director resigns as a Director without the consent of a majority of the other Directors. Under such terms and conditions as may be established by the Committee and, in lieu of Restricted Stock to be automatically awarded as of an Annual Award Date, a Nonemployee Director may irrevocably elect to receive an equivalent amount of Phantom Stock Units under the Company’s Deferred Compensation Plan for Nonemployee Directors in which event no Restricted Stock shall be automatically awarded to a Nonemployee Director on such date.

In addition to the Director Restricted Stock automatically awarded pursuant to the immediately preceding paragraph, a Nonemployee Director may make an annual election to receive, in lieu of all or any portion of the Director’s fees he or she would otherwise be entitled to receive in cash during the next year (including both annual retainer and meeting fees), a number of shares of Director Restricted Stock (rounded up to the nearest whole number) having a Fair Market Value equal to 110% of a fraction the numerator of which is equal to the dollar amount of fees the Nonemployee Director elects to forego in the next year in exchange for Director Restricted Stock and the denominator of which is equal to the Fair Market Value of the Common Stock on the effective date of the election. Each annual election made by a Nonemployee Director pursuant to this paragraph 9(b) (i) shall take the form of a written document signed by such Nonemployee Director and filed with the Secretary of the Company, (ii) shall designate the dollar amount of the fees the Nonemployee Director elects to forego in the next year in exchange for Director Restricted Stock and (iii) to the extent provided by the Committee in order to ensure that the Award of the Director Restricted Stock is exempt from Section 16 by virtue of Rule 16b-3, shall be irrevocable and shall be made prior to the date as of which such Award of Director Restricted Stock is to be effective. An Award of

Director Restricted Stock at the election of a Nonemployee Director shall be effective on the next Annual Director Award Date.

Any Award of Director Restricted Stock shall be embodied in a Director Award Agreement, which shall contain the terms, conditions and limitations set forth above and shall be signed by the Participant to whom the Director Restricted Stock is granted and by an Authorized Officer for and on behalf of the Company.

10. Payment of Awards.

(a) General. Payment of Employee Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions on transfer and forfeiture provisions. If payment of an Employee Award is made in the form of Restricted Stock, the Employee Award Agreement or Employee Award Statement relating to such shares shall specify whether they are to be issued at the beginning or end of the Restriction Period. In the event that shares of Restricted Stock are to be issued at the beginning of the Restriction Period, the certificates evidencing such shares (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and conditions of the restrictions applicable thereto. In the event that shares of Restricted Stock are to be issued at the end of the Restricted Period, the right to receive such shares shall be evidenced by book entry registration or in such other manner as the Committee may determine.

(b) Deferral. With the approval of the Committee, payments in respect of Employee Awards may be deferred, either in the form of installments or a future lump sum payment. The Committee may permit selected Participants to elect to defer payments of some or all types of Employee Awards in accordance with procedures established by the Committee. Any deferred payment of an Employee Award, whether elected by the Participant or specified by the Employee Award Agreement, Employee Award Statement or by the Committee, may be forfeited if and to the extent that the Employee Award Agreement or Employee Award Statement so provides.

(c) Dividends and Interest. Rights to dividends or Dividend Equivalents may be extended to and made part of any Employee Award consisting of shares of Common Stock or units denominated in shares of Common Stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and Dividend Equivalents for Employee Awards consisting of shares of Common Stock or units denominated in shares of Common Stock.

(d) Substitution of Awards. At the discretion of the Committee, a Participant who is an Employee may be offered an election to substitute an Employee Award for another Employee Award or Employee Awards of the same or different type.

11. Stock Option Exercise. The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if elected by the optionee, the optionee may purchase such shares by means of tendering Common Stock or surrendering another Award, including Restricted Stock or Director Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for Participants who are Employees to tender Common Stock (including by attestation of ownership) or other Employee Awards; provided that any Common Stock that is or was the subject of an Employee Award may be so tendered only if it has been held by the Participant for six months. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Employee Award. Unless otherwise provided in the applicable Award Agreement or Employee Award Statement, in the event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a number of the shares issued upon the exercise of the Option,

equal to the number of shares of Restricted Stock or Director Restricted Stock used as consideration therefore, shall be subject to the same restrictions as the Restricted Stock or Director Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee.

12. Tax Withholding. The Company shall have the right to deduct applicable taxes from any Employee Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, or if later, the date of income recognition, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Employee Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made. The Committee may provide for loans, on either a short term or demand basis, from the Company to a Participant who is an Employee to permit the payment of taxes required by law. Any income or compensation arising out of the grant, vesting or exercise of an Employee Award shall not be taken into account in determining overtime, bonus, life insurance, pension or such other benefits except as provided in the relevant plan or policy covering such compensation or benefits or as otherwise required by law.

13. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant.

14. Assignability. Except as provided below, no Award or any other benefit under this Plan shall be assignable or otherwise transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of the Nonqualified Stock Options granted to a Participant to be transferable to:

(a)

the spouse, parents, children, stepchildren, grandchildren or legal dependents of the Participant(“Immediate Family Members”);

(b)

a trust or trusts solely for the benefit of the Participant and/or such Immediate Family Members, or;

(c)

a partnership in which the only partners are the Participant, such Immediate Family Members and/or a trust or trusts solely for the benefit of the Participant and/or such Immediate Family Members, provided that:

(i)

there may be no consideration for any such transfer;

(ii)

the Employee Award Agreement or Employee Award Statement pursuant to which such Options are granted expressly provides for transferability in a manner consistent with this paragraph 14; and

(iii)

subsequent transfers of transferred Options shall be prohibited except those to the Participant or individuals or entities described in clauses (a), (b) or (c) above, or by the laws of descent or distribution.

relating to competition or other conduct detrimental to the Company, and (ii) the obligation of the Participant for payment of taxes with respect to the exercise of such Options and the rights of the Company to withhold such taxes from the Participant or to otherwise require the Participant to satisfy all obligations for the withholding of such taxes as contemplated by paragraph 12 above. The provisions relating to the period of exercisability and expiration of the Option shall continue to be applied with respect to the original Participant, and the Options shall be exercisable by the transferee only to the extent, and for the periods, set forth in the Employee Award Agreement or Employee Award Statement.

The Committee may prescribe and include in applicable Award Agreements or Employee Award Statements other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this paragraph 14 shall be null and void.

15. Adjustments.

(a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, then (i) the number of shares of Common Stock reserved under this Plan, (ii) the number of shares of Common Stock covered by outstanding Awards in the form of Common Stock or units denominated in Common Stock, (iii) the exercise or other price in respect of such Awards, (iv) the appropriate Fair Market Value and other price determinations for such Awards, (v) the number of shares of Common Stock covered by Director Options automatically granted pursuant to paragraph 9(a) hereof, (vi) the number of shares of Director Restricted Stock automatically granted pursuant to paragraph 9(b) hereof and (vii) the Stock Based Awards Limitations shall each be proportionately adjusted by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Board or Committee shall make appropriate adjustments to (i) the number of shares of Common Stock covered by Awards in the form of Common Stock or units denominated in Common Stock, (ii) the exercise or other price in respect of such Awards, (iii) the appropriate Fair Market Value and other price determinations for such Awards, (iv) the number of shares of Common Stock covered by Director Options automatically granted pursuant to paragraph 9(a) hereof, (v) the number of shares of Director Restricted Stock automatically granted pursuant to paragraph 9(b) hereof and (vi) the Stock Based Awards Limitations to give effect to such transaction shall each be proportionately adjusted by the Board to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without exceeding, the value of such Awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume Awards by means of substitution of new Awards, as appropriate, for previously issued Awards or an assumption of previously issued Awards as part of such adjustment.

16. Restrictions. No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state and non-U.S. securities laws. It is the intent of the Company that this Plan comply with Rule 16b-3 with respect to persons subject to Section 16 of the Exchange Act unless otherwise provided herein or in an Award Agreement or Employee Award Statement, that any ambiguities or inconsistencies in the construction of this Plan be interpreted to give effect to such intention, and that if any provision of this Plan is found not to be in compliance with Rule 16b-3, such provision shall be null and void to the extent required to permit this Plan to comply with Rule 16b-3. Certificates evidencing shares of Common Stock certificates delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state and non-U.S. securities laws. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

17. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan, Award Agreement or any Employee Award Statement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board or the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

18. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.

EX-4.2 3 edsex4-2_0908.htm

EXHIBIT 4.2

TRANSITION INCENTIVE PLAN
of
ELECTRONIC DATA SYSTEMS CORPORATION

1. Purpose. The purpose of this Transition Incentive Plan of Electronic Data Systems Corporation (the “Plan”) is to furnish a material incentive to Employees (as hereinafter defined) by granting Options (as hereinafter defined) under this Plan and thereby providing them with a proprietary interest in the growth and performance of the Company and its Subsidiaries. This Plan shall become effective upon the first to occur of (i) the closing of the SDRC Acquisition (as hereinafter defined) and (ii) the closing of the UGS Minority Acquisition (as hereinafter defined).

2. Definitions. As used herein, the terms set forth below shall have the following respective meanings:

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Compensation and Benefits Committee of the Board or such other committee of the Board as is designated by the Board to administer the Plan.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company.

“Company” means Electronic Data Systems Corporation, a Delaware corporation.

“Employee” means an employee of the Company or any of its Subsidiaries.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the mean between the highest and lowest sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if shares of Common Stock are not so listed but are quoted on the Nasdaq Stock Market, the mean between the highest and lowest sales price per share of Common Stock reported by the Nasdaq Stock Market on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported or (iii) if the Common Stock is not so listed or quoted but is traded in the over-the-counter market, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the National Quotation Bureau Incorporated.

“Incentive Option” means an Option that is intended to comply with the requirements set forth in Section 422 of the Code.

“Nonqualified Stock Option” means an Option that is not an Incentive Option.

“NYSE” shall mean the New York Stock Exchange.

“Option” means a right to purchase a specified number of shares of Common Stock at a specified price.

“Option Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and limitations applicable to an Option.

“Participant” means an Employee to whom an Option has been granted under this Plan.

“Proposed NYSE Rules” shall mean the proposed changes to paragraph 312.03 of the NYSE Listed Company Manual described in the Task Force Report which require shareholder approval as a prerequisite to listing with respect to the adoption of any “Plan” and exclude from the definition of “Plan” options issued to new or assumed employees pursuant to one or more agreements entered into to effect an acquisition or merger transaction.

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, or any successor rule.

“SDRC” means Structural Dynamics Research Corporation, an Ohio corporation, and its subsidiaries.

“SDRC Acquisition” means the acquisition by the Company, directly or indirectly, of all of the outstanding capital stock of SDRC.

“Subsidiary” means (i) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing more than 50% of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns more than 50% of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise). The term “Subsidiary” shall include (i) SDRC following the closing of the SDRC Acquisition and (ii) UGS following the closing of the UGS Minority Acquisition. Notwithstanding the foregoing, the term “Subsidiary” shall not include UGS prior to the closing of the UGS Minority Acquisition.

“Task Force Report” means the Report of the NYSE’s Special Task Force on Stockholder Approval Policy submitted to the Board of the NYSE on October 28, 1999.

“UGS” means Unigraphics Solutions Inc., a Delaware corporation, and its subsidiaries.

“UGS Minority Acquisition” means the acquisition by the Company, directly or indirectly, of all the outstanding Class A Common Stock of UGS.

3. Eligibility. Employees eligible for Options under this Plan shall consist of those Employees whose performance or contribution, in the judgment of the Committee, benefits or will benefit the Company. It is the intent of the Board that this Plan not require shareholder approval under applicable NYSE regulations. Accordingly, in the event the Proposed NYSE Rules are adopted by the NYSE, from and after the effective date of such adoption the Employees who shall be eligible for Options under this Plan shall be limited to (i) the employees of SDRC at the time of the closing of the SDRC Acquisition and (ii) employees of UGS at the time of the closing of the UGS Minority Acquisition, in each case provided that the Company is required, in the judgment of the Board or the Committee, to deliver to such employees to effect the respective transaction. In addition, in such event the number of Options to be granted under this Plan shall be limited to that required to effect each such transaction in the judgment of the Board or the Committee.

4. Common Stock Available for Options. Subject to the provisions of paragraph 12 hereof, the maximum number of shares of Common Stock that may be issued under this Plan is 3,700,000 shares. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Options.

5. Administration.

(a) This Plan shall be administered by the Committee. The Board, in its sole discretion, may exercise any authority of the Committee under the Plan in lieu of the Committee’s exercise thereof, in which instances references to the Committee shall refer to the Board. To the extent required in order for an Option to be exempt from Section 16 of the Exchange Act by virtue of the provisions of Rule 16b-3, the Committee shall be the Board or shall consist of at least two members of the Board who meet the requirements of the definition of “non-employee director” set forth in Rule 16b-3 promulgated under the Exchange Act.

(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt, amend and rescind such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. The Committee may, in its discretion, provide for the extension of the exercisability of an Option, accelerate the vesting or exercisability of an Option, eliminate or make less restrictive any restrictions contained in an Option, waive any restriction or other provision of this Plan or an Option or otherwise amend or modify an Option in any manner that is either (i) not adverse to the Participant to whom such Option was granted or (ii) consented to by such Participant. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Option in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

(c) No member of the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of paragraph 6 of this Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

6. Delegation of Authority. The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish, except that the Committee may not delegate to any person the authority to grant Options to, or take other action with respect to, Participants who at the time of such awards or action are subject to Section 16 of the Exchange Act.

7. Terms and Conditions of Options. The Committee shall designate the Employees who are to be the recipients of Options. An Option awarded pursuant to this Plan shall be a Nonqualified Option. Each Option shall be embodied in an Option Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion, including the term of the Option and the date or dates upon which it becomes exercisable, and shall be signed by the Participant to whom the Option is granted and by an Authorized Officer for and on behalf of the Company. The price at which shares of Common Stock may be purchased upon the exercise of an Option shall be not less than, but may exceed, the Fair Market Value of the Common Stock on the date of grant. All or part of an Option may be subject to conditions established by the Committee, which may include, but are not limited to, continuous service with the Company or its Subsidiaries, achievement of specific business objectives, increases in specified indices, attainment of specified growth rates and other comparable measurements of performance. Upon the termination of employment by a Participant, any unexercised or unvested Options shall be treated as set forth in the applicable Option Agreement.

8. Stock Option Exercise. The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if elected by the Participant, the Participant may purchase such shares by means of tendering Common Stock valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for Participants to tender Common Stock (including by attestation of ownership); provided that any Common Stock that is or was the subject of an Option may be so tendered only if it has been held by the Participant for six months. The Committee may provide for procedures to permit the exercise or purchase of such Options by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Option.

9. Tax Withholding. The Company shall have the right to deduct applicable taxes and withhold, at the time of delivery or vesting of shares of Common Stock under this Plan, or if applicable, the date of income recognition, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Option with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made. The Committee may provide for loans, on either a short term or demand basis, from the Company to a Participant to permit the payment of taxes required by law.

10. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely affect the rights of any Participant under any Option previously granted to such Participant shall be made without the consent of such Participant.

11. Assignability. Except as provided below, no Option or any other benefit under this Plan shall be assignable or otherwise transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of the Options granted to a Participant to be transferable to:

(a)

the spouse, parents, children, stepchildren, grandchildren or legal dependents of the Participant (“Immediate Family Members”);

(b)

a trust or trusts solely for the benefit of the Participant and/or such Immediate Family Members, or;

(c)

a partnership in which the only partners are the Participant, such Immediate Family Members and/or a trust or trusts solely for the benefit of the Participant and/or such Immediate Family Members,

provided that:

(i)

there may be no consideration for any such transfer;

(ii)

the Option Agreement pursuant to which such Options are granted expressly provides for transferability in a manner consistent with this paragraph 11, and

(iii)

Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, including but not limited to (i) restrictions or other provisions relating to competition or other conduct detrimental to the Company and (ii) the obligation of the Participant for payment of taxes with respect to the exercise of such Options and the rights of the Company to withhold such taxes from the Participant or to otherwise require the Participant to satisfy all obligations for the withholding of such taxes as contemplated by paragraph 9 above. The provisions relating to the period of exercisability and expiration of the Option shall continue to be applied with respect to the original Participant, and the Options shall be exercisable by the transferee only to the extent, and for the periods, set forth in the Option Agreement.

The Committee may prescribe and include in applicable Option Agreements other restrictions on transfer. Any attempted assignment of an Option or any other benefit under this Plan in violation of this paragraph 11 shall be null and void.

12. Adjustments.

(a) The existence of outstanding Options shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, then (i) the number of shares of Common Stock reserved under this Plan, (ii) the number of shares of Common Stock covered by outstanding Options awarded under this Plan, (iii) the exercise or other price in respect of such Options, and (iv) the appropriate Fair Market Value and other price determinations for such Options, shall each be proportionately adjusted by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Board or Committee shall make appropriate adjustments to (i) the number of shares of Common Stock covered by Options, (ii) the exercise or other price in respect of such Options, and (iii) the appropriate Fair Market Value and other price determinations for such Options, to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Options and preserve, without exceeding, the value of such Options. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume Options by means of substitution of new Options, as appropriate, for previously issued Options or an assumption of previously issued Options as part of such adjustment.

13. Restrictions. No Common Stock or other form of payment shall be issued with respect to any Option unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. It is the intent of the Company that this Plan comply with Rule 16b-3 with respect to persons subject to Section 16 of the Exchange Act unless otherwise provided herein or in an Option Agreement, that any ambiguities or inconsistencies in the construction of this Plan be interpreted to give effect to such intention, and that if any provision of this Plan is found not to be in compliance with Rule 16b-3, such provision shall be null and void to the extent required to permit this Plan to comply with Rule 16b-3. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

14. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to any Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Option Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

15. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.

EX-4.3 4 edsex4-3_0908.htm

EXHIBIT 4.3

2002 TRANSITION INDUCEMENT PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION

1. Purpose. The purpose of this 2002 Transition Inducement Plan of Electronic Data Systems Corporation (the “Plan”) is to furnish a material inducement to Employees (as hereinafter defined) by granting Awards (as hereinafter defined) under this Plan and thereby providing them with a proprietary interest in the growth and performance of the Company and its Subsidiaries. This Plan is effective on October 28, 2002.

2. Definitions. As used herein, the terms set forth below shall have the following respective meanings:

“Award” means an Employee Award.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time-to-time.

“Committee” means the Compensation and Benefits Committee of the Board or such other committee of the Board as is designated by the Board to administer the Plan.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company.

“Company” means Electronic Data Systems Corporation, a Delaware corporation.

“Employee” means an employee of the Company or any of its Subsidiaries.

“Employee Award” means the grant of any Option, SAR, Stock Award, or Performance Award, whether granted singly, in combination or in tandem, to a Participant who is an Employee pursuant to such applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

“Employee Award Agreement” means a written agreement between the Company and a Participant who is an Employee setting forth the terms, conditions and limitations applicable to an Employee Award.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time-to-time.

so listed or quoted but is traded in the over-the-counter market, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the National Quotation Bureau Incorporated.

“Incentive Option” means an Option that is intended to comply with the requirements set forth in Section 422 of the Code.

“Nonqualified Stock Option” means an Option that is not an Incentive Option.

“NYSE” shall mean the New York Stock Exchange.

“Option” means a right to purchase a specified number of shares of Common Stock at a specified price.

“Participant” means an Employee to whom an Award has been granted under this Plan.

“Performance Award” means an award made pursuant to this Plan to a Participant who is an Employee that is subject to the attainment of one or more Performance Goals.

“Performance Goal” means a standard established by the Committee, to determine in whole or in part whether a Performance Award shall be earned.

“Proposed NYSE Rules” shall mean the proposed terms of Section 303A of the New York Stock Exchange Listed Company Manual set forth in the proposal filed by the New York Stock Exchange with the Securities and Exchange Commission on October 7, 2002 which would exempt from the shareholder approval requirement of such Section, among other things, inducement awards and plans relating to mergers or acquisitions.

“Restricted Stock” means any Common Stock that is restricted or subject to forfeiture provisions.

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, or any successor rule.

“Stock Award” means an award in the form of shares of Common Stock or units denominated in shares of Common Stock.

3. Eligibility. Employees eligible for Awards under this Plan shall consist of those Employees whose performance or contribution, in the judgment of the Committee, will benefit the Company as a result of their

acceptance of employment with the Company. It is the intent of the Board that this Plan not require shareholder approval under applicable NYSE regulations. Accordingly, in the event the Proposed NYSE Rules are adoptedby the NYSE, from and after the effective date of such adoption, the Employees who shall be eligible for Awards under this Plan shall be limited to (i) those individuals that the Company desires to induce to accept employment with the Company or a Subsidiary, either individually or as part of a transition of a group of individuals in connection with a services contract between the Company or a Subsidiary and such individual’s former employer, and (ii) those individuals that have previously received options or other equity compensation from a former employer acquired by or merged into the Company or a Subsidiary which options or other equity compensation are to be converted, replaced or adjusted in connection with such transaction. The number of and type of Award to be granted under this Plan shall be limited to that required to effect employment or consummate such transaction, as the case may be, in the judgment of the Board or the Committee.

4. Common Stock Available for Awards. Subject to the provisions of paragraph 13 hereof, the aggregate number of shares of Common Stock that may be issued under the Plan for Awards granted wholly or partly in Common Stock (including rights or options which may be exercised for or settled in Common Stock) is 7,000,000 and of which an aggregate of not more than 2,000,000 shall be available for issuance as Awards which do not constitute Awards of Options hereunder. Shares of Common Stock that are the subject of any Awards that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or some of the shares covered by the Award are not issued to a Participant or are exchanged for consideration that do not involve Common Stock, shall again immediately become available for issuance under Awards hereunder. The Committee may from time-to-time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of the Company shall from time-to-time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

5. Administration. (a) This Plan shall be administered by the Committee. The Board, in its sole discretion, may exercise any authority of the Committee under the Plan in lieu of the Committee’s exercise thereof, in which instances references to the Committee shall refer to the Board. To the extent required in order for an Award to be exempt from Section 16 of the Exchange Act by virtue of the provisions of Rule 16b-3, the Committee shall be the Board or shall consist of at least two members of the Board who meet the requirements of the definition of “non-employee director” set forth in Rule 16b-3 promulgated under the Exchange Act

(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt, amend and rescind such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. The Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is either (i) not adverse to the Participant to whom such Award was granted, or (ii) consented to by such Participant. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Employee Award Agreement in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

6. Delegation of Authority. The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish, except that the Committee may not delegate to any person the authority to grant Awards to, or take other action with respect to, Participants who at the time of such awards or action are subject to Section 16 of the Exchange Act

7. Employee Awards. (a) The Committee shall determine the type or types of Employee Awards to be made under this Plan and shall designate from time-to-time the Employees who are to be the recipients of such Awards. Each Employee Award may be embodied in an Employee Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion and shall be signed (whether manually or by way of electronic acceptance) by the Participant to whom the Employee Award is made and by an Authorized Officer for and on behalf of the Company. Employee Awards may consist of those listed in this paragraph 7(a) hereof and may be granted singly, in combination or in tandem. Employee Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. An Employee Award may provide for the grant or issuance of additional, replacement or alternative Employee Awards upon the occurrence of specified events, including the exercise of the original Employee Award granted to a Participant. All or part of an Employee Award may be subject to conditions established by the Committee, which may include, but are not limited to, continuous service with the Company and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attainment of specified growth rates and other comparable measurements of performance. Upon the termination of employment by a Participant who is an Employee, any unexercised, deferred, unvested or unpaid Employee Awards shall be treated as set forth in the applicable Employee Award Agreement.

(i)

Stock Option. An Employee Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of an Incentive Option or a Nonqualified Option. The price at which shares of Common Stock may be purchased upon the exercise of an Incentive Option shall be not less than the Fair Market Value of the Common Stock on the date of grant. The price at which shares of Common Stock may be purchased upon the exercise of a Nonqualified Option shall be not less than, but may exceed, the Fair Market Value of the Common Stock on the date of grant. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Options awarded pursuant to this Plan, including the term of any Options and the date or dates upon which they become exercisable, shall be determined by the Committee.

(ii)

Stock Award. An Employee Award may be in the form of a Stock Award. The terms, conditions and limitations applicable to any Stock Awards granted pursuant to this Plan shall be determined by the Committee.

(iii)

Stock Appreciation Right. An Employee Award may be in the form of a SAR. The terms, conditions and limitations applicable to any SARs awarded pursuant to this Plan, including the term of any SARs and the date or dates upon which they become exercisable, shall be determined by the Committee.

(iv)

Performance Award. Without limiting the type or number of Employee Awards that may be made under the other provisions of this Plan, an Employee Award may be in the form of a Performance Award. A Performance Award shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee. A Performance Goal may be based on one or more of business criteria that apply to the individual, one or more business units of the Company, or the Company as a whole, and may include one or more of the following criteria: revenue, net income, Common Stock price, stockholder return, stockholder value, economic value, earnings per share, market performance, return on assets, return on equity, earnings, operating profits, cash flow, working capital, costs, new business contract values,

and/or such other financial, accounting or quantitative metric determined by the Committee. A Performance Goal may, but need not be, based upon a change or an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo, limiting economic losses, or a relative comparison of performance to the performance of a peer group or other external or internal measure (measured, in each case, by reference to specific business criteria). A Performance Goal may include or exclude items to measure specific objectives, including, without limitation, extraordinary or other non-recurring items, acquisitions and divestitures, internal restructuring and reorganizations, accounting charges and effects of accounting changes. The terms, conditions, and limitations applicable to any Performance Awards made pursuant to this Plan shall be determined by the Committee.

8. Payment of Awards. (a) General. Payment of Employee Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions on transfer and forfeiture provisions. If payment of an Employee Award is made in the form of Restricted Stock, the Employee Award Agreement relating to such shares shall specify whether they are to be issued at the beginning or end of the Restriction Period. In the event that shares of Restricted Stock are to be issued at the beginning of the Restriction Period, the certificates evidencing such shares (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and conditions of the restrictions applicable thereto. In the event that shares of Restricted Stock are to be issued at the end of the Restricted Period, the right to receive such shares shall be evidenced by book entry registration or in such other manner as the Committee may determine.

(b) Deferral. With the approval of the Committee, payments in respect of Employee Awards may be deferred, either in the form of installments or a future lump sum payment. The Committee may permit selected Participants to elect to defer payments of some or all types of Employee Awards in accordance with procedures established by the Committee. Any deferred payment of an Employee Award, whether elected by the Participant or specified by the Employee Award Agreement or by the Committee, may be forfeited if and to the extent that the Employee Award Agreement so provides.

(c) Dividends and Interest. Rights to dividends or Dividend Equivalents may be extended to and made part of any Employee Award consisting of shares of Common Stock or units denominated in shares of Common Stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and Dividend Equivalents for Employee Awards consisting of shares of Common Stock or units denominated in shares of Common Stock.

(d) Substitution of Awards. At the discretion of the Committee, a Participant who is an Employee may be offered an election to substitute an Employee Award for another Employee Award or Employee Awards of the same or different type.

9. Stock Option Exercise. The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if elected by the Participant, the Participant may purchase such shares by means of tendering Common Stock or surrendering another Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for Participants to tender Common Stock (including by attestation of ownership); provided that any Common Stock that is or was the subject of an Option may be so tendered only if it has been held by the Participant for six months. The Committee may provide for procedures to permit the exercise or purchase of such Options by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Option. Unless otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a number of the shares issued upon the exercise of the Option, equal to the number of shares of Restricted Stock used as consideration therefore, shall be subject to the same restrictions as the Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee.

10. Tax Withholding. The Company shall have the right to deduct applicable taxes and withhold, at the time of delivery or vesting of shares of Common Stock under this Plan, or if applicable, the date of income recognition, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the Participant with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.

11. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant.

12. Assignability. Except as provided below, no Award or any other benefit under this Plan shall be assignable or otherwise transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of the Awards granted to a Participant to be transferable to:

(a)

the spouse, parents, children, stepchildren, grandchildren or legal dependents of the Participant (“Immediate Family Members”);

(b)

a trust or trusts solely for the benefit of the Participant and/or such Immediate Family Members; or

(c)

a partnership in which the only partners are the Participant, such Immediate Family Members and/or a trust or trusts solely for the benefit of the Participant and/or such Immediate Family Members.

provided that:

(i)

there may be no consideration for any such transfer;

(ii)

the Employee Award Agreement pursuant to which such Awards are granted expressly provides for transferability in a manner consistent with this paragraph 12; and

(iii)

subsequent transfers of transferred Awards shall be prohibited except those to the Participant or individuals or entities described in clauses (a), (b) or (c) above, or by the laws of descent or distribution.

Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, including but not limited to (i) restrictions or other provisions relating to competition or other conduct detrimental to the Company, and (ii) the obligation of the Participant for payment of taxes with respect to the exercise of such Awards and the rights of the Company to withhold such taxes from the Participant or to otherwise require the Participant to satisfy all obligations for the withholding of such taxes as contemplated by paragraph 10 above. The provisions relating to the period of exercisability and expiration of the Award shall continue to be applied with respect to the original Participant and in the case of an Award being comprised of Options, shall be exercisable by the transferee only to the extent, and for the periods, set forth in the Employee Award Agreement.

The Committee may prescribe and include in applicable Employee Award Agreements other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this paragraph 12 shall be null and void.

13. Adjustments. (a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, then (i) the number of shares of Common Stock reserved under this Plan, (ii) the number of shares of Common Stock covered by outstanding Awards awarded under this Plan, (iii) the exercise or other price in respect of such Awards, and (iv) the appropriate Fair Market Value and other price determinations for such Awards, shall each be proportionately adjusted by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Board or Committee shall make appropriate adjustments to (i) the number of shares of Common Stock covered by Awards, (ii) the exercise or other price in respect of such Awards, and (iii) the appropriate Fair Market Value and other price determinations for such Awards, to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without exceeding, the value of such Awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume Awards by means of substitution of new Awards, as appropriate, for previously issued Awards or an assumption of previously issued Awards as part of such adjustment.

14. Restrictions. No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. It is the intent of the Company that this Plan comply with Rule 16b-3 with respect to persons subject to Section 16 of the Exchange Act unless otherwise provided herein or in an Employee Award Agreement, that any ambiguities or inconsistencies in the construction of this Plan be interpreted to give effect to such intention, and that if any provision of this Plan is found not to be in compliance with Rule 16b-3, such provision shall be null and void to the extent required to permit this Plan to comply with Rule 16b-3. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

15. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to any Common Stock or rights thereto under this Plan shall be based solely upon any

contractual obligations that may be created by this Plan and any Employee Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

16. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.

EX-4.4 5 edsex4-4_0908.htm

EXHIBIT 4.4

PerformanceShare

FIFTH AMENDED AND RESTATED
1997 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION

1. Creation. PerformanceShare is adopted by Electronic Data Systems Corporation, a Delaware corporation (“EDS”), by action of the Board of Directors of EDS (“Board”) on the 17th day of December, 1996, to provide certain employees of EDS with an option to purchase shares of EDS Common Stock, par value $.01 per share (“EDS Stock”). On May 1, 1997, an amendment and restatement of the Plan was adopted pursuant to paragraph 12 of this Plan and the authority granted to the Chief Executive Officer of EDS by the Board. By decision of the Board the EDS Stock initially granted under the terms of the Plan on January 16, 1997 (“Initial Grant”) was cancelled and a new grant re-issued (“Re-Issued Grant”). The Board adopted the fourth amendment and restatement effective May 12, 1997, and further amended the Plan on February 1, 2000, such amendment is incorporated in this, the Fifth Amended and Restated 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation.

2. Purpose. PerformanceShare is a broad-based, nonqualified stock option plan designed to provide additional financial incentives for certain employees of EDS; to encourage a sense of proprietorship in such employees; to retain such employees; and to stimulate the active interest of such employees in the development and financial success of EDS and its subsidiaries. These objectives are accomplished by granting employees options to purchase EDS Stock and thereby providing the grantees with a proprietary interest in the growth and performance of EDS and its subsidiaries.

3. Definitions and Construction. The provisions of this Plan are entire and complete, except as may otherwise be set forth in any addendum attached hereto and incorporated herein, intended to address particular legal, tax, securities, or administrative requirements or restrictions in designated Participating Countries. In any necessary construction of a provision of this Plan, the masculine gender may include the feminine and or neuter, and the singular may include the plural, and vice versa. This Plan should be construed in a manner consistent with the intent of EDS to establish a nonqualified stock option plan subject to fixed accounting treatment. As used herein, capitalized terms shall have the following respective meanings:

(a) Applicable Exchange Rate means the currency exchange rate utilizing the closing rate quoted in The Wall Street Journal on December 27, 1996; or, for purposes of issuing Subsequent Grants under the Plan, then “Applicable Exchange Rate” shall mean such exchange rate as from time to time determined by the Chief Executive Officer in his or her sole discretion.

(b) Beneficiary means the individual or trust defined by or designated as the Participant’s Beneficiary in accordance with paragraph 15 hereof. If no Beneficiary is designated, then the Beneficiary shall be determined as prescribed by governing law.

(d) Committee means the Benefits Oversight Committee of EDS.

(e) Compensation means the Employee’s annual base salary as determined to be paid by a Participating Employer as of December 31, 1996, together with commissions, bonus and overtime actually paid by a Participating Employer to the Employee during 1996. Compensation shall not include any extraordinary payments or imputed income. If an Employee’s Compensation is not paid in U.S. dollars, then, for purposes of calculating the amount of an Employee Award pursuant to subparagraph 6(d)(i) hereof, the Employee’s Compensation shall be converted to U.S. dollars using the Applicable Exchange Rate. For purposes of issuing Subsequent Grants under the Plan, then “Compensation” shall be determined by the Chief Executive Officer in his or her sole discretion.

(f) Controlling Retirement Plan means the EDS Retirement Plan, a defined benefit retirement plan sponsored by EDS, or, if the Participant does not participate in the EDS Retirement Plan, then such other retirement plan sponsored by a subsidiary in which the Participant is eligible to participate, or such other retirement plan or program acceptable to the Committee.

(g) Employee means any employee of a Participating Employer who is classified as a permanent employee and does not include any individual who is not classified by a Participating Employer as a permanent employee.

(h) Employee Award means a Participating Employer’s grant to an Employee of the right to purchase a specified number of shares of EDS Stock at a specified price pursuant to such applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of this Plan. All options granted herein are nonqualified stock options.

(i) Employee Award Statement means a written notice provided by a Participating Employer to a Participant setting forth the number of shares of EDS Stock subject to the Employee Award.

(j) Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time, or such other governing securities law in each local jurisdiction in which an Employee Award is offered under this Plan.

(k) Fair Market Value of a share of EDS Stock means, as of a specified date: (i) if shares of EDS Stock are listed on the New York Stock Exchange, the closing price per share of EDS Stock as reported in The Wall Street Journal, or, if there shall have been no such price so reported on that date, on the last preceding date on which a price was so reported; (ii) if shares of EDS Stock are not so listed but are quoted on the NASDAQ National Market System, the closing sales price per share of EDS Stock reported by the NASDAQ National Market System on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported; or, (iii) if the EDS Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the NASDAQ National Market System, or, if not reported by the NASDAQ National Market System, by the National Quotation Bureau Incorporated.

(l) Grant Date means the particular date or dates, as established by the Committee, on which an Employee is granted an Employee Award under the terms of this Plan.

(m) Grant Price means the Fair Market Value of EDS Stock on the Grant Date.

(n) Moratorium Period means the 6 month period immediately following the Grant Date.

(o) Participant means an individual to whom an Employee Award has been made, and for whom such Employee Award remains outstanding, unforfeited, and unexercised under this Plan.

(p) Participating Country means any country, as determined by the Committee in its sole and absolute discretion, and as set forth in Attachment “A”, attached hereto, and as may be amended from time to time.

(q) Participating Employer means EDS, or any subsidiary or affiliate of EDS, as determined by the Committee in its sole and absolute discretion, and as set forth in Attachment “B”, attached hereto, and as may be amended from time to time.

(r) Plan means PerformanceShare, as set forth in this document, and as it may be amended from time to time.

(s) Retirement means separation from employment on account of normal or early retirement, as described under the Controlling Retirement Plan, or, in the event the Participant does not participate in a Controlling Retirement Plan, then under the local governing law or social security authority, or such other retirement program as deemed acceptable by the Committee.

(t) Service Date means the date of record by which a Participating Employer establishes the service date of an Employee.

(u) Subsequent Grant means any grant issued under the terms of the Plan after the Grant Date of the Re-Issued Grant.

(v) Trading Day means a day on which EDS Stock is available for purchase or sale on the New York Stock Exchange.

(w) Year of Service means any 12 month period, beginning on an Employee’s Service Date.

4. Eligibility. Employees eligible for Employee Awards under this Plan are those Employees who were employed full-time by a Participating Employer in a Participating Country on December 31, 1996, and who have remained in continuous full-time employment with a Participating Employer in a Participating Country from December 31, 1996, through January 16, 1997. Individuals who become Employees by reason of a valuable contract entered into by a Participating Employer or a strategic acquisition shall, with the approval of the Chief Executive Officer, be eligible for an Employee Award in Subsequent Grants. Notwithstanding the foregoing, (a) Employees who are not employed full-time shall be eligible, to the extent required by applicable law, for Employee Awards under this Plan; and (b) Employees who, on January 16, 1997, are EDS corporate officers or are members of the Board of Managers of A.T. Kearney, Inc. shall not be eligible to participate in this Plan.

5. EDS Stock Available for Employee Awards. Subject to the provisions of paragraph 6 hereof, the Board has approved the granting of shares of EDS Stock under this Plan, which number of shares of EDS Stock may be modified from time to time by resolution of the Board. The number of shares of EDS Stock that are the subject of Employee Awards under this Plan that are forfeited or terminated, that expire unexercised, or that are settled in a manner such that all or some of the shares covered by an Employee Award are not issued to a Participant, shall not be available for Employee Awards hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of EDS shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of EDS Stock are available for issuance pursuant to Employee Awards.

6. Employee Awards.

(a) Each Employee Award shall be described in an Employee Award Statement, and shall be subject to the vesting schedule, forfeiture provisions, terms, conditions and limitations described herein. An Employee Award shall be subject to limitations on exercisability as are set forth in this Plan. Upon the termination of a Participant’s employment, any unexercised, unvested or otherwise outstanding Employee Awards shall be treated as described herein.

(b) Each Employee eligible, as defined in paragraph 4, shall receive a grant of an Employee Award, as described in paragraph 6(c) hereof, and in the amount, and subject to the terms, described in paragraph 6(d) hereof.

(c) The price at which shares of EDS Stock may be purchased upon the exercise of an Employee Award shall be the Grant Price. All Employee Awards granted pursuant to this Plan shall be subject to the vesting schedule, forfeiture provisions, terms, conditions and limitations set forth in this Plan. The date or dates upon which an Employee Award awarded pursuant to this Plan may become exercisable shall be determined pursuant to subparagraphs 6(d)(iii) and 7(b) hereof.

(d) The following provisions shall apply to any Employee Awards made pursuant to this Plan:

(i) Amount of Employee Award. Each Participant shall receive an Employee Award under this Plan such that the number of shares of EDS Stock subject to the Employee Award, with partial or an odd number of shares rounded up to the next even number of full shares, shall be determined by dividing the Participant’s Compensation by $47¾ (the Fair Market Value of EDS Stock on January 16, 1997) or, for purposes of Subsequent Grants, such other number as determined by the Chief Executive Officer in his or her sole discretion (such number shall not be less than the Fair Market Value of EDS Stock on the Grant Date of such Employee Award)., and multiplying the quotient by a percentage determined as follows:

I. Ten Percent (10%) for Participants with Years of Service up to and including five (5) Years of Service; and

II. An additional one percent (1%) for each additional Year of Service after five (5) Years of Service, up to a maximum of twenty-five percent (25%).


	Notwithstanding the foregoing, each eligible Employee shall receive an Employee Award for at least fifty (50) shares of EDS Stock.

(ii) Vesting of Employee Award

A. Employee Awards shall fifty percent (50%) vest, and the Participant’s interest in that fifty percent (50%) of such Employee Award shall be nonforfeitable (subject to subparagraph 6(d)(v) hereof) and exercisable (subject to subparagraphs 6(d)(iii) and 7(b) hereof) if the Participant remains in the continuous employment of a Participating Employer until the first date after which the Fair Market Value of EDS Stock is, for five (5) consecutive Trading Days, equal to or greater than one hundred fifty percent (150%) of the Fair Market Value of EDS Stock on the Grant Date.

B. Employee Awards shall fully vest, and the Participant’s interest in such Employee Award shall be nonforfeitable (subject to subparagraph 6(d)(v) hereof) and exercisable (subject to subparagraphs 6(d)(iii) and 7(b) hereof) if the Participant remains in the continuous employment of a Participating Employer until the earlier of:

1. Ten (10) years from Grant Date; or

2. the first date after which the Fair Market Value of EDS Stock is, for five (5) consecutive Trading Days, equal to or greater than two hundred percent (200%) of the Fair Market Value of EDS Stock on the Grant Date; or

3. Age sixty-five (65).

C. If the Participant terminates employment with the Participating Employer by reason of Retirement, death, or permanent disability (whereby such disability entitles the Participant to receive benefits under a long-term disability plan sponsored by the

Participating Employer, or, if the Participant does not participate in such a Participating Employer sponsored long-term disability plan, then permanent disability shall be determined according to Social Security Administration provisions or equivalent governing law), then the Employee Award shall not be forfeited and the Employee Award shall vest pursuant to subparagraphs 6(d)(ii)(A) and 6(d)(ii)(B) hereof, as if the Participant remained in the continuous employment of the Participating Employer.

(iii) Exercise of Employee Award. At vesting, Employee Awards are first made eligible for exercise to Participants on a staggered basis. After the Moratorium Period, a Participant may exercise any vested Employee Award on any Trading Day occurring on or after the first day after vesting which corresponds to the same day of the month as the day of the month of such Participant’s Service Date. Notwithstanding the foregoing sentence, if, under applicable income tax laws, the Participant is subject to taxation upon vesting, then a vested Employee Award shall be exercisable on any Trading Day immediately following vesting. An Employee Award shall cease to be exercisable as to any share when the Participant purchases the share, or when the Employee Award lapses as provided in subparagraph 6(d)(v) hereof. The Participant shall have no obligation to exercise an Employee Award granted pursuant to this Plan.

(iv) Forfeiture of Employee Award. Any Employee Award that is not vested or subject to continuing vesting pursuant to subparagraph 6(d)(ii) hereof shall be forfeited upon the Participant’s termination of employment with the Participating Employer.

(v) Lapse of Employee Award. Employee Awards which became vested for any reason other than being age sixty-five (65) in accordance with Plan paragraph 6(d)(ii)(B)(3) shall lapse on the earlier of the fifth anniversary of the date on which such Employee Award is one hundred percent (100%) vested. All Employee Awards in which a Participant is vested shall lapse on the ninetieth (90th) day after the termination of such Participant’s employment for any reason other than death, permanent disability or retirement. Any Employee Award granted pursuant to this Plan which has not been exercised prior to such lapse date shall be automatically forfeited.

(e) Notwithstanding any other provision contained in this Plan, if the Compensation and Benefits Committee of the Board expressly so determines and approves, Employee Awards granted in Subsequent Grants may have terms and conditions that are different from or in addition to the terms and conditions for Employee Awards specified in other provisions of this Plan, including but not limited to terms and conditions which result in different formulae or methods for determining the amount of Employee Awards, different vesting schedules or different forfeiture provisions than those set forth in Section 6(d).

7. Election to Exercise.

(a) Election. A vested Employee Award may be exercised after the Moratorium Period (subject to subparagraphs 6(d)(iii), 6(d)(v), and 7(b) hereof), in whole or in part, by timely delivery to the Committee of such forms as may be designated by the Committee, a notice of exercise, and payment of the purchase price. Notice of exercise shall be effective on the date received by the Committee. The notice must state the Participant’s election to exercise the Employee Award, the number of shares with respect to which the election to exercise has been made, the method of payment elected, the exact name or names in which such shares will be registered and such other information and in such form as may be required by the Committee. If, at the time of a Participant’s death, such Participant is vested in an Employee Award, or if the Employee Award subsequently vests pursuant to subparagraph 6(d)(ii)(C) hereof, than the Employee Award may be exercised by the Beneficiary of the Participant, subject to the provisions hereof.

(b) Completion of Necessary Forms. As a condition precedent to becoming eligible to exercise any Employee Award, the Participant shall be required to complete and execute such forms as may be designated by the Committee. Failure to properly complete and execute such forms shall result in the lapse of a vested Employee Award pursuant to the provisions of subparagraph 6(d)(v) hereof.

(c) Payment. The full purchase price for the shares of EDS Stock purchased on the exercise of an Employee Award (i.e., the number of shares purchased, multiplied by the price per share) may be paid in cash, or, at the request of the Participant, and to the extent permitted by applicable law, the Committee may approve, in its sole and absolute discretion, cashless exercise through an arrangement with a brokerage firm, under which the brokerage firm, on behalf of the Participant, will pay for all or a portion of the shares of EDS Stock purchased upon the exercise of the Employee Award.

8. Administration.

(a) This Plan shall be administered by the Committee (or the Committee’s delegate pursuant to paragraph 9 hereof). The Committee shall have the power, in its sole and absolute discretion, to contract with a third-party administrator to administer this Plan.

(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions which are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan, to devise necessary forms and documents, and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of EDS and in keeping with the objectives of this Plan. The Committee may, in its sole and absolute discretion, amend or modify an Employee Award in any manner that is consistent with the purpose and objectives of this Plan and is either (i) not adverse to the Participant to whom such Employee Award was granted, (ii) required to comply with governing law, or (iii) consented to by such Participant. The Committee may correct any defect or supply any omission or reconcile any error or inconsistency in this Plan or in any Employee Award Statement in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

(c) No member of the Committee, or officer or Employee of EDS to whom the Committee has delegated authority in accordance with the provisions of paragraph 9 hereof, shall be liable for anything done or omitted to be done by such person, by any member of the Committee, or by any officer or Employee of EDS in connection with the performance of any duties under this Plan, except for such person’s own willful misconduct or as expressly provided by statute.

9. Delegation of Authority. The Committee may delegate to such subcommittees, officers, other Employees of EDS, or qualified third-party administrators, its duties under this Plan pursuant to such conditions or limitations as the Committee may establish. The Committee shall have the power and authority to appoint, remove or replace the members of any such subcommittee, or any officer, Employee or third-party administrator that has been delegated responsibilities and authority by the Committee.

10. Tax Withholding. Upon the exercise of the Employee Award, or any part thereof, the Participant may incur certain liabilities for taxes and the Participating Employer may be required by law to withhold such taxes for payment to taxing authorities. Upon determination by the Participating Employer of the amount of taxes required to be withheld, including taxes, if any, which may be required to be withheld prior to exercise with respect to the shares to be issued pursuant to the exercise of the Employee Award, the Committee shall establish procedures which allows the Participant (a) to direct the Participating Employer to withhold from the EDS Stock available for exercise the number of shares necessary to satisfy the withholding obligations, based on the Fair Market Value of EDS Stock on the date of withholding; (b) to deliver sufficient cash to the Participating Employer to satisfy its withholding obligations; or, (c) some combination thereof. Authorization of the Participant to the Participating Employer to withhold taxes must be in a form and content acceptable to the Committee. Failure by the Participant to comply with the foregoing shall entitle the Committee, in its sole and absolute discretion, to authorize the sale of a sufficient

number of the shares of EDS Stock which the Participant is entitled to receive upon the exercise of the Participant’s Employee Award in order to satisfy such withholding requirements; provided however, that neither the Participating Employer nor the Committee shall be liable for determining the exact amount of such taxes, for selling shares of EDS Stock in excess of that required to satisfy such tax obligation, or for obtaining the highest sales price for any such shares. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any EDS Stock pursuant to this Plan. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

11. Delivery of Shares. Subject to this paragraph 11 and paragraph 16 hereof, and upon written request of the Participant, the Participating Employer shall cause certificates for those shares of EDS Stock which the Participant is entitled to receive upon the exercise of an Employee Award to be delivered to Participant. Notwithstanding the foregoing, no shares of EDS Stock shall be delivered to the Participant upon the exercise of the Employee Award until (a) the purchase price, including any applicable fees or commissions, have been paid in full in the manner herein provided; (b) all the applicable taxes required to be withheld have been paid or withheld in full; and (c) the approval of any governmental authority required in connection with the Employee Award or the issuance of shares thereunder has been received by EDS.

12. Amendment, Modification, Suspension or Termination. EDS may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (a) no amendment or alteration that would adversely affect the rights of any Participant under any Employee Award previously granted to such Participant shall be made without the consent of such Participant and (b) no amendment or alteration shall be effective prior to approval by the stockholders of EDS to the extent stockholder approval is required by applicable legal requirements. EDS may, in its sole and absolute discretion, terminate this Plan at any time, provided that such termination shall not cause any Participant to lose any rights to any vested Employee Award.

13. Assignability. No Employee Award or any other benefit under this Plan constituting a derivative security within the meaning of Rule 16a-1(c) under the Exchange Act shall be assignable or otherwise transferable except by a testamentary transfer or the laws of descent and distribution, or by designation of a beneficiary as provided in paragraph 15 hereof. The Committee may prescribe and include in applicable Employee Award Statements other restrictions on transfer. Any attempted assignment of an Employee Award or any other benefit under this Plan in violation of this paragraph 13 shall be null and void.

14. Adjustments.

(a) The existence of outstanding Employee Awards shall not affect in any manner the right or power of EDS or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of EDS or its business or any merger or consolidation of EDS, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the EDS Stock) or the dissolution or liquidation of EDS or a subsidiary, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

Awards, shall be proportionately adjusted by the Committee to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Employee Awards and preserve, without exceeding, the value of such Employee Awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to issue or assume Employee Awards by means of substitution of new Employee Awards, as appropriate, for previously issued Employee Awards or an assumption of previously issued Employee Awards as part of such adjustment.

15. Beneficiary Designation. Beneficiaries shall be designated in such manner and according to such requirements as may be designated by the Committee. The designation of a Beneficiary shall be effective on the date received by the Committee. Upon the death of a Participant, a designated Beneficiary shall be entitled to exercise a vested Employee Award pursuant to the provisions of paragraph 6 hereof.

16. Restrictions. No EDS Stock or other form of payment shall be issued with respect to any Employee Award unless the Participating Employer shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable laws, rules or regulations. Certificates evidencing shares of EDS Stock certificates delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable in order to satisfy the rules, regulations, agreements or other requirements of the U.S. Securities and Exchange Commission, or any securities exchange or transaction reporting system upon which the EDS Stock is then listed or to which it is admitted for quotation, and any applicable securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

17. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to EDS Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. EDS shall not be required to segregate any assets that may at any time be represented by EDS Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall EDS, the Board or the Committee be deemed to be a trustee of any EDS Stock or rights thereto to be granted under this Plan. Any liability or obligation of EDS to any Participant with respect to rights granted under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Employee Award Statement, and no such liability or obligation of EDS shall be deemed to be secured by any pledge or other encumbrance on any property of EDS. Neither EDS, any subsidiary, the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

18. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Texas without regard to any conflicts of law principles that would compel the application of any other law.

19. No Right to Employment. Nothing in this Plan or in any Employee Award Statement issued pursuant to this Plan shall confer upon any Participant any right to continue in the employ of the Participating Employer or affect the Participating Employer’s right, subject to applicable law, to terminate the employment of any Participant at any time, with or without cause.

Attachment “A”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

PARTICIPATING COUNTRIES

Argentina
Australia
Austria
Bahrain
Belgium
Brazil
Canada
Colombia
Czech Republic
Denmark
England
Finland
France
Germany
Greece
Hong Kong
Hungary
Indonesia
Ireland
Italy
Korea, Republic of
Luxembourg
Malaysia
Mexico
Netherlands (The)
New Zealand
Poland
Portugal
Puerto Rico
Singapore
Spain
Sweden
Switzerland
Taiwan, Republic of China
Thailand
United States of America
Venezuela

Total No. of Countries: 37

Attachment A-1

Attachment “B”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

PARTICIPATING EMPLOYERS
(as of 1/1/2000)

Electronic Data Systems Corporation, a Delaware corporation
and
each of the following:

A.T. Kearney (Hong Kong) Limited, a Hong Kong company
A.T. Kearney (International)AG, a Switzerland corporation
A.T. Kearney (Portugal) Consultadoria de Gestao LDA, a Portugal corporation
A.T. Kearney A/S, a Denmark corporation
A.T. Kearney AB, a Sweden corporation
A.T. Kearney Argentina S.A., an Argentina corporation
A.T. Kearney Australia Pty Ltd, an Australia corporation
A.T. Kearney B.V., a Netherlands corporation
A.T. Kearney de Venezuela, C.A., a Venezuela corporation
A.T. Kearney GmbH, a Germany corporation
A.T. Kearney International, Inc., a Delaware corporation
A.T. Kearney Limited, an England corporation
A.T. Kearney Ltda., a Brazil company
A.T. Kearney New Zealand Limited, a New Zealand corporation
A.T. Kearney Pte. Ltd., a Singapore corporation
A.T. Kearney S.A.S., a France corporation
A.T. Kearney Sp. z.o.o., a Poland corporation
A.T. Kearney, Inc., a Delaware corporation
A.T. Kearney, Ltd., an Ontario corporation
A.T. Kearney NV, a Belgium corporation
A.T. Kearney, Oy., a Finland corporation
A.T. Kearney, S.A., a Spain corporation
A.T. Kearney, S.A. de C.V., a Mexico corporation
A.T. Kearney, S.p.A., an Italy corporation
Centroban-Centro de Trabajos Bancarios y Organizacion de Servicios, S.A., a Spain corporation
Centrum voor Agri-Informatisreing B.V., a Netherlands corporation
Centrum voor Informatieverwerking N.V., a Netherlands corporation
CGT Compania General de Telecomunicaciones S.A., a Spain corporation
Databank Systems Limited, a New Zealand corporation
E.D.S. Canada Leasing Ltd., a Canada corporation
E.D.S. de Mexico, Sociedad Anonima de Capital Variable, a Mexico corporation
E.D.S. International Corporation, a Texas corporation
E.D.S. of Canada, Ltd., a Canada corporation
EDS (Australia) Pty Limited, an Australia corporation
EDS (Electronic Data Systems) Limited, an England corporation
EDS (Europe) S.A., a Switzerland corporation
EDS (Korea) Ltd., a Korea corporation
EDS (New Zealand) Holdings Limited, a New Zealand corporation
EDS (New Zealand) Limited Staff Superannuation Fund, a New Zealand corporation
EDS (Schweiz) AG, a Switzerland corporation

Attachment B-1

EDS Beratungsgesellschaft mbH, a Germany corporation
EDS Beteiligungsverwaltungsgesellschaft Duisburg mbH, a Germany corporation
EDS Consulting GmbH Unternehmensberatung, a Germany corporation
EDS Defense N.V., a Belgium corporation
EDS Desenvoluimento de Productos Ltda., a Brazil company
EDS Electronic Data System Luxembourg S.A., a Luxembourg corporation
EDS Electronic Data Systems (Hong Kong) Limited, a Hong Kong corporation
EDS Electronic Data Systems Fertigungsindustrie (Deutschland) GmbH, a Germany corporation
EDS Electronic Data Systems Industrien (Deutschland) GmbH, a Germany corporation
EDS Electronic Data Systems Italia S.p.A., an Italy corporation
EDS Electronic Data Systems Italia Software S.p.A., an Italy corporation
EDS Elektronikus Adatrendszer Kft, a Hungary corporation
EDS EPSYDRE, a France corporation
EDS Europe, an England corporation
EDS Financial Services Company (Ireland) Limited, an Ireland corporation
EDS Försvars Services AB, a Sweden corporation
EDS Global Services, Inc., a Delaware corporation
EDS Gulf States, WLL, a Bahrain corporation
EDS Holding GmbH, a Germany corporation
EDS Information Management AG, a Switzerland corporation
EDS Informationstechnologie und Service (Deutschland) GmbH, a Germany corporation
EDS Informatique S.A., a Switzerland corporation
EDS International (France) S.A.S., a France corporation
EDS International (Greece), a Greece corporation
EDS International (Singapore) Pte. Limited, a Singapore corporation
EDS Kaufmännische Dienste und Informatik GmbH, a Germany corporation
EDS New Zealand Limited, a New Zealand corporation
EDS Operations (M) Sdn. Bhd., a Malaysia corporation
EDS Poland Sp. z.o.o., a Poland corporation
EDS s.r.o., a Czech Republic corporation
EDS Vermögensverwaltungs-GmbH, a Germany corporation
EDSCICON (Malaysia) Sdn. Bhd., a Malaysia corporation
EDS-Electronic Data Systems de Portugal Lda, a Portugal corporation
EDS-Electronic Data Systems do Brasil Ltda, a Brazil company
EDS-Padcom Clinical Research Beteiligungs GmbH, a Germany corporation
EDS-Scicon N.V., a Belgium corporation
Effe Sistemi S.p.A., an Italy corporation
Electronic Data Systems (EDS) de Argentina S.A., an Argentina corporation
Electronic Data Systems (EDS) Gesellschaft mbH, an Austria corporation
Electronic Data Systems (EDS) International B.V., a Netherlands corporation
Electronic Data Systems (EDS) Sweden AB, a Sweden corporation
Electronic Data Systems (Ireland) Limited, an Ireland corporation
Electronic Data Systems Belgium N.V., a Belgium corporation
Electronic Data Systems Colombia, S.A., a Colombia corporation
Electronic Data Systems Danmark A/S, a Denmark corporation
Electronic Data Systems de Venezuela “EDS” C.A., a Venezuela corporation
Electronic Data Systems España S.A., a Spain corporation
Electronic Data Systems IT Services (M) Sdn. Bhd., a Malaysia corporation
Electronic Data Systems Limited, an England corporation
Electronic Data Systems Madrid, a Spain corporation
Electronic Data Systems Taiwan Corporation, a Taiwan corporation
GCS Limited, a New Zealand corporation
IGR Ingeneria y Gestion de Redes S.A., a Spain corporation
Industrie Daten Idee GmbH, a German corporation

Attachment B-2

Industrie Software-Systementwicklungs GmbH & Co. KG, a Germany corporation
Information Interchange Limited, a New Zealand corporation
Istiservice S.p.A., an Italy corporation
Lenguajes y Servicios Informaticos, S.A., a Spain corporation
Management Computer Equipment S.A., a Belgium corporation
Oy Electronic Data Systems Ab, a Finland corporation
P.T. Electronic Data Systems Indonesia, an Indonesia corporation
Padcom Clinical Research GmbH, a Germany corporation
Premida-Comercio, Gestao e Servicos, Lda, a Portugal corporation
Progical S.A., a France corporation
PT A.T. Kearney, an Indonesia corporation
PT Danamon-EDS Technology Services, an Indonesia corporation
SD-Scicon Pte Limited, a Singapore corporation
SDT Industrie-Leasing GmbH, a Germany corporation
Sistemi Sanitari S.p.A., an Italy corporation
Sociedad Anónima de Teleinformática para Cajas de Ahorros, a Spain corporation
UMW EDS Technologies Sdn. Bhd., a Malaysia corporation

Attachment B-3

Addendum “A”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

The following are provisions, in addition to those provisions in the Plan, which are applicable to Employees in the respective Participating Countries listed below. As used herein, capitalized terms shall have the respective meanings ascribed to such terms in the Plan.

1.	Argentina. This Plan may be used to offset and/or compensate any future performance or profit sharing plans to be established by applicable law or by collective agreement.

2.	Austria. This Plan is revocable at any time and is a freely offered benefit by the Participating Employer and is not subject to any legal claim as to termination indemnities or severance payments.

3.	Canada. There are no additional rights accruing to an eligible Employee as a result of this Plan and the Participating Employer’s right to terminate an eligible Employee is not deemed to have been prejudiced as a result of the offering and/or implementation of the Plan.

Denmark. Only treasury or new issue shares shall be available to a Participant upon exercise of an Employee Award. Notwithstanding any other provision of the Plan, Employee Awards shall not vest during the Moratorium Period. After the expiration of the Moratorium Period, Employee Awards shall vest according to the terms of the Plan and Employees who would, under the terms of the Plan, have vested during the Moratorium Period shall vest immediately thereafter.

5.	Italy. This Plan is offered by EDS only for the calendar year 1997. EDS, in its sole and absolute discretion, may or may not choose to implement any new plan or other similar arrangement in the future.

6.	Mexico. This Plan may be used to offset and/or compensate any future performance or profit sharing plans to be established by applicable law or by collective agreement.

The Netherlands. Notwithstanding any other provision of the Plan, Employee Awards shall not vest during the Moratorium Period. After the expiration of the Moratorium Period, Employee Awards shall vest according to the terms of the Plan and Employees who would have vested during the Moratorium Period shall vest immediately thereafter.

Sweden. Notwithstanding any other provision of the Plan, Employee Awards shall not vest during the Moratorium Period. After the expiration of the Moratorium Period, Employee Awards shall vest according to the terms of the Plan and Employees who would have vested during the Moratorium Period shall vest immediately thereafter.

Addendum A-1

Addendum “B”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

ELECTRONIC DATA SYSTEMS CORPORATION
1997 U.K. STOCK OPTION SCHEME

1. Definitions and Interpretation

(1)

Unless the context otherwise requires, all expressions defined in the U.S. Plan shall have the same meaning in the U.K. Scheme, save that:

“Fair Market Value” has the meaning set forth in sub-rule 5(3);

“Option”includes an Approved Stock Option as defined in sub-rule 1(2);

(2)

In addition, the following expressions shall have the following meanings in the U.K. Scheme unless the context otherwise requires:

“Approved Stock Option” means an Option granted in accordance with the U.K. Scheme;

“Company” means Electronic Data Systems Corporation;

“ Grant Date” means in relation to an option means the date on which the option was granted;

“the Inland Revenue” means the United Kingdom's Commissioners of Inland Revenue;

“Participating Company” means the Company or a Subsidiary of the Company;

“ the U.K. Scheme” means the Electronic Data Systems Corporation 1997 U.K. Stock Option Scheme as herein set out but subject to any alterations or additions made under Rule 8 below;

“Schedule 9” means Schedule 9 to the Taxes Act;

“Subsidiary”shall mean a body corporate, whether now or hereafter existing which is:

(a)

a subsidiary of the company within the meaning of Section 736 of the United Kingdom Companies Act 1985; and is

(b)

under the control of Company within the meaning of Section 840 of the Taxes Act.

“the Taxes Act” means the United Kingdom's Income and Corporation Taxes Act 1988; and

“the U.S. Plan” means the Electronic Data Systems Corporation PerformanceShare 1997 Nonqualified Stock Option Plan.

(3)

Expressions not otherwise defined herein have the same meanings as they have in Schedule 9.

(4)

Any reference herein to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted

2. Applicability of the U.S. Plan

Save as hereinafter specified, all the term and provisions of the U.S. Plan shall apply mutatis mutandis to the grant of Approved Stock Options under the U.K. Scheme.

3. Eligibility

(1)

Subject to sub-rule (3) below, a person is eligible to be granted an Approved Stock Option if (and only if) he is a full-time director or qualifying employee of a Participating Company.

(2)

For the purposes of sub-rule (1) above:

(a)

a person shall be treated as a full-time director of a Participating Company if he is obliged to devote to the performance of the duties of his office or employment with that and any other Participating Company not less than 25 hours a week (excluding meal breaks);

(b)

a qualifying employee, in relation to a Participating Company, is an employee of the Participating Company (other than one who is a director of a Participating Company).

(3)

A person is not eligible to be granted an Option under the U.K. Scheme at any time when he is not eligible to participate in the U.K. Scheme by virtue of paragraph 8 of Schedule 9.

4. Grant of Options

(1)

Subject to sub-rule (3) below, the Committee may grant to any person who is eligible to be granted an Option under the U.K. Scheme an Approved Stock Option to acquire Shares which satisfy the requirements of paragraphs 10 to 14 of Schedule 9, upon the terms set out in the U.K. Scheme and upon such other objective terms as the Committee may reasonably specify.

(2)

The grant of an Approved Stock Option shall be subject to obtaining any approval or consent which may be required under the provisions of any regulation or enactment.

(3)

No person shall be granted Approved Stock Options under the U.K. Scheme which would, at the time they are granted, cause the aggregate market value of the Shares which he may acquire in pursuance of options granted to him under the U.K. Scheme or under any other share option scheme, not being a savings-related share option scheme, approved under Schedule 9 and established by the Company or by any associated company of the Corporation (and not exercised) to exceed or further exceed £30,000. Any Stock Options granted in excess of this amount shall be granted under the U.S. Plan.

(4)

For the purposes of sub-rule (3) above:

(a)

in the case of an Option granted under the U.K. Scheme the aggregate market value of the shares shall be calculated as on the day by reference to which the price at which Shares may be acquired by the exercise thereof is determined as mentioned in Rule 5(2) below;

(b)

in the case of an Option granted under any other approved scheme, as at the time when it was granted or, in a case where an agreement relating to the shares has been made under paragraph 29 of Schedule 9, such earlier time or times as may be provided in the agreement; and

(c)

in the case of any other Option, the aggregate fair market value of shares shall be calculated as on the day or days by reference to which the price at which shares may be acquired by the exercise hereof was determined.

(5)

Unless otherwise agreed with the Inland Revenue, the United States dollar exchange rate for pounds sterling for the purposes of calculating the limit in sub-rule (3) above shall be the noon buying rate in

the City of London on the day by reference to which the price at which Shares may be acquired on the exercise of the Option is determined as mentioned in Rule 5(2) below.

5. Exercise Price and Consideration

(1)

Shares shall be issued to the Participant pursuant to the exercise of an Option only upon receipt by the Company from the Participant of payment in full in cash.

(2)

The price per Share under each Approved Stock Option granted by the Committee shall be such price as is determined by the Committee before the grant thereof, provided that it shall not be less than 100% of the Fair Market Value per Share on the Option Grant Date (or such other dealing day as may be agreed with the Inland Revenue).

(3)

The Fair Market Value per Share on any day shall be determined as follows:

(a)

if shares of the same class as the Shares are quoted on the New York Stock Exchange, the Fair Market Value per Share shall be the closing price per Share in the New York Stock Exchange on the consolidated transaction reporting system on that day (and if there shall be no sale of Shares reported on such date, the Fair Market Value shall be deemed equal to the closing price per Share on the consolidated transaction reporting system for the last preceding date on which sales of Shares were reported);

(b)

if paragraph (a) above does not apply, the Fair Market Value shall be equal to the market value (within the meaning of Part VIII of the United Kingdom’s Capital Gains Tax Act 1992) of Shares, as agreed in advance for the purposes of the U.K. Scheme with the Shares Valuation Division of the Inland Revenue, on that day.

6. Exercise of Options

(1)

A person is not eligible to exercise an Approved Stock Option granted under the U.K. Scheme at any time when he is not eligible to participate in the U.K. Scheme by virtue of paragraph 8 of Schedule 9.

(2)

Paragraphs 6 and 7 of the U.S. Plan shall apply in respect of Approved Stock Options granted under the U.K. Scheme.

(3)

An approved stock plan granted under U.K. Scheme may not in any circumstances be exercised later than twelve (12) months after the death of the Participant.

7. Adjustments Upon Changes in Capitalization or Merger

(1)

Paragraph 14 of the U.S. Plan shall apply to Approved Stock Options granted under the U.K. Scheme in respect of a variation of capital of the Company only, save that no adjustment under Paragraph 14 shall be made to an Approved Stock Option at a time when the U.K. Scheme is approved by the Inland Revenue under Schedule 9 without the prior approval of the Inland Revenue.

(2)

If any company (“the acquiring company”) obtains control of the Company as a result of making:

(a)

a general offer to acquire the whole of the Common Stock of the Company which is made on a condition such that if it is satisfied the person making the offer will have control of the Company, or

(b)

a general offer to acquire all the shares in the Company which are of the same class as the Shares which may be acquired by the exercise of Options granted under the U.K. Scheme,

any Participant may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 15(2) of Schedule 9), by agreement with the acquiring company, release

any Option granted under the U.K. Scheme which has not lapsed (“the old option”) in consideration of the grant to him of an option (“the new option”) which (for the purposes of that paragraph) is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 10(b) or (c) of Schedule 9).

(3)

The new option shall not be regarded for the purposes of sub-rule (2) above as equivalent to the old option unless the conditions set out in paragraph 15(3) of Schedule 9 are satisfied, but so that the provisions of the U.K. Scheme shall for this purpose be construed as if:

(a)

the new option were an Option granted under the U.K. Scheme at the same time as the old option;

(b)

except for the purposes of the definitions of “Participating Company” and “Subsidiary” in Rule 1 above and the references to “the Committee” in Rule 4(1) above, the reference to Electronic Data Systems Corporation in the definition of “Company” in Paragraph 3(e) of the U.S. Plan were a reference to the different company mentioned in sub-rule (2) above.

8. Amendment and Termination of the U.K. Scheme

(1)

The provisions of Paragraph 6 and Paragraph 13 of the U.S. Plan apply mutatis mutandis to the U.K. Scheme, save that if an amendment is made to the U.K. Scheme or to the terms of an Approved Stock Option at a time when the U.K. Scheme is approved by the Inland Revenue under Schedule 9, the approval will not thereafter have effect unless the Inland Revenue have approved the alteration or addition.

(2)

As soon as reasonably practicable after making any amendment to the U.K. Scheme under sub-rule (1) above, the Committee shall give notice in writing thereof to any Participant affected thereby and, if the U.K. Scheme is then approved by the Inland Revenue under Schedule 9, to the Inland Revenue.

(3)

In accordance with the Committees’ powers under Paragraph 7 of the U.S. Plan, the Committee shall if it deems necessary delegate authority to any one or more of the officers of the Company to be responsible for the administration of the U.K. Scheme.

9. Miscellaneous

(1)

Options granted under the U.K. Scheme shall not be transferable or assignable other than by will or by the laws of descent and distribution and Paragraph 13 of the U.S. Plan shall only apply to Options granted under the U.K. Scheme in this respect.

(2)

Within thirty days after an Option has been exercised by any person, the Committee on behalf of the Company shall allot to him or, as appropriate, procure the transfer to him of the number of Shares in respect of which the Option has been exercised.

(3)

All Shares allotted under the U.K. Scheme shall rank pari passu in all respect with the Shares of the same class for the time being in issue save as regards any rights attaching to such shares by reference to a record date prior to the date of the allotment.

EX-4.5 6 edsex4-5_0908.htm

EXHIBIT 4.5

EDS Global Share Plan

2000 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION

1. Creation. EDS Global Share Plan is adopted by Electronic Data Systems Corporation, a Delaware corporation (“EDS”), by action of the Board of Directors of EDS (“Board”) on the 25^th day of July, 2000, to provide certain employees of EDS and Participating Employers (as such term is defined herein) with an option to purchase shares of EDS Common Stock, par value $.01 per share (“EDS Stock”).

2. Purpose. EDS Global Share Plan is a broad-based, nonqualified stock option plan designed to provide additional financial incentives for certain employees of EDS and Participating Employers; to encourage a sense of proprietorship in such employees; to attract and retain such employees; and to stimulate the active interest of such employees in the development and success of EDS and its subsidiaries.

3. Definitions and Construction. In any necessary construction of a provision of this Plan, the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice versa. This Plan should be construed in a manner consistent with the intent of EDS to obtain the most favorable available accounting treatment of a nonqualified stock option plan. As used herein, capitalized terms shall have the following respective meanings:

(a) Beneficiary means the individual or trust designated as the Participant’s Beneficiary in accordance with paragraph 15 hereof. If a deceased Participant has not designated a Beneficiary in accordance with the requirements of paragraph 15, then the Beneficiary shall be the person to whom such Participant’s Employee Award shall pass to in accordance with the applicable governing laws.

(b) Code means the U.S. Internal Revenue Code of 1986, as amended from time to time.

(d) Controlling Retirement Plan means the EDS Retirement Plan, a defined benefit retirement plan sponsored by EDS, or, if the Participant does not participate in the EDS Retirement Plan, then such other retirement plan sponsored by a subsidiary or affiliate of EDS in which the Participant is eligible to participate, has a vested deferred

benefit, or is eligible for a retirement benefit, or; such other retirement plan or program acceptable to the Committee.

(e) Disability shall mean the permanent disability of an employee whereby such disability entitles the Participant to receive benefits under a long-term disability plan sponsored by a Participating Employer, or if the Participant does not participate in such long-term disability plan sponsored by a Participating Employer, then permanent disability shall be determined according to Social Security Administration provisions or equivalent governing law.

(f) Employee means any employee of a Participating Employer who is classified as a permanent employee and does not include any individual who is not classified by a Participating Employer as a permanent employee.

(g) Employee Award means a grant under this Plan to an eligible Employee entitling such Employee to the right to purchase a specified number of shares of EDS Stock at a specified price pursuant to such applicable terms, conditions and limitations of the specific grant. All options granted herein are nonqualified stock options.

(h) Employee Award Statement means a written notice provided by a Participating Employer to a Participant setting forth the number of shares of EDS Stock subject to the Employee Award.

(i) Fair Market Value of a share of EDS Stock means, as of a specified date: (i) if shares of EDS Stock are listed on the New York Stock Exchange, the closing price per share of EDS Stock as reported by a reputable and recognized reporting service as designated by the Plan Administrator, or, if there shall have been no such price so reported on that date, on the last preceding date on which a price was so reported; (ii) if shares of EDS Stock are not so listed but are quoted on the NASDAQ National Market System, the closing sales price per share of EDS Stock reported by the NASDAQ National Market System on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported; or, (iii) if the EDS Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the NASDAQ National Market System, or, if not reported by the NASDAQ National Market System, by the National Quotation Bureau Incorporated.

(j) Grant Date means the particular date on which an Employee is granted an Employee Award under the terms of this Plan.

(k) Grant Price means the Fair Market Value of EDS Stock on the Grant Date.

(l) Moratorium Period means the 6 month period immediately following the Grant Date.

(m) Participant means an individual to whom an Employee Award has been made, and for whom such Employee Award has not lapsed and remains outstanding and unexercised under this Plan.

(n) Participating Country means any country, as determined by the Committee, or its delegate, in its sole and absolute discretion, and as set forth in Attachment “A”, attached hereto, and as may be amended from time to time.

(o) Participating Employer means EDS, or any subsidiary or affiliate of EDS, as determined by the Committee in its sole and absolute discretion, and as set forth in Attachment “B”, attached hereto, and as may be amended from time to time.

(p) Plan means EDS Global Share Plan, as set forth in this document, and as it may be amended from time to time.

(q) Plan Administrator shall mean the EDS Benefits Oversight Committee or such other person or committee as from time to time determined by the Committee.

(r) Retirement means separation from employment on or after the date the Participant becomes eligible for normal or early retirement under the Controlling Retirement Plan, or, in the event the Participant does not participate in a Controlling Retirement Plan, then under the local governing law or social security authority, or such other retirement program as deemed acceptable by the Committee.

(s) Subsequent Grant means any grant issued under the terms of the Plan after the Grant Date of the initial grant of Employee Awards hereunder.

(t) Trading Day means a day on which EDS Stock is available for purchase or sale on the principal exchange on which it is traded.

4. Eligibility. Employee Awards under this Plan will be granted to those Employees designated by the Board as eligible at the time a grant hereunder is approved. The Chief Executive Officer of EDS shall grant Employee Awards to Employees of Participating Employers which did not participate in the initial grant because they were located in a country which was then not a Participating Country but has since been designated as a Participating Country by the Chief Executive Officer of EDS. Additionally, individuals who become Employees by reason of a valuable contract entered into by a Participating Employer or a strategic acquisition shall, with the approval of the Chief Executive Officer of EDS, be eligible for an Employee Award in Subsequent Grants. Notwithstanding the foregoing, (a) employees of Participating Employers who are not employed as permanent employees shall be eligible, to the extent required by applicable law, for Employee Awards under this Plan; (b) Employees who, on the Grant Date, are designated by EDS as required to report transactions involving EDS Stock pursuant to Section 16 of the Securities Exchange Act of 1934, shall not be eligible to participate in the Plan.

5. EDS Stock Available for Employee Awards. The Board has approved the granting of shares of EDS Stock under this Plan, which number of shares of EDS Stock may be modified from time to time by resolution of the Board. The Employee Awards shall be granted to a sufficient and diverse number of Employees to qualify the Plan as “broad-based” under the governing rules or requirements of the New York Stock Exchange. The number of shares of EDS Stock that are the subject of Employee Awards under this Plan that are forfeited or terminated, that expire unexercised, or that are settled in a manner such that all or some of the shares covered by an Employee Award are not issued to a Participant, shall be available for future Employee Awards or Subsequent Grants hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of EDS shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of EDS Stock are available for issuance pursuant to Employee Awards.

6. Employee Awards. The Committee shall determine the number of Employee Awards to be made under this Plan and subject to the provisions of Paragraph 4 and Paragraph 5 shall designate from time to time the Employees who are to be the recipients of such Employee Awards either as part of the initial grant or a Subsequent Grant under the Plan. Each Employee Award may be embodied in an Employee Award Statement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion. Employee Awards may only be in the form of a non-qualified stock option. Employee Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of EDS, any of its subsidiaries, or a Participating Employer including the plan of any acquired entity. No Employee Award may be issued in exchange for the cancellation of an Employee Award with a lower exercise price. Notwithstanding anything to the contrary herein, Employee Awards granted to Eligible Employees in certain jurisdictions outside of the United States will be made subject to terms and conditions specified on addenda attached hereto and incorporated for all purposes.

(a) Exercise Price of Employee Awards. The price at which shares of EDS Stock may be purchased upon the exercise of an Employee Award shall be not less than, but may exceed, the Fair Market Value of the EDS Stock on the Grant Date. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Employee Awards awarded pursuant to this Plan, including the terms of any Employee Awards and the date or dates upon which they become exercisable, shall be determined by the Committee.

(b) Vesting of Employee Award.

(i) Employee Awards shall fully vest, and the Participant’s interest in such Employee Award shall be nonforfeitable (subject to subparagraphs 6(d)) and exercisable in accordance with Section 7 hereof if the Participant remains in the

continuous employment of a Participating Employer until the vesting date established by the Committee.

(ii) If the Participant terminates employment with the Participating Employer by reason of Retirement, death, or Disability at any time before an Employee Award granted hereunder becomes fully vested in accordance with subparagraph 6(b)(i) above, then such Employee Award shall fully vest on the record date of the Participant’s termination of employment.

(c) Lapse of Unvested Employee Award at Termination of Employment. Any Employee Award that is not vested pursuant to subparagraph 6(b), shall lapse when the Participant is no longer employed by any Participating Employer; provided, however, that such Employee Award will not lapse upon a Participant’s transfer to a non-participating subsidiary or affiliate of EDS provided such subsidiary or affiliate is located in a Participating Country.

(d) Lapse of Vested Employee Award. Employee Awards which became vested in accordance with Plan paragraph 6(b) shall lapse at the earlier of

(i) the second anniversary of the date on which such Employee Award is one hundred percent (100%) vested;

(ii) the ninetieth day following the date the Participant is no longer employed by a Participating Employer by reason other than death, Disability or Retirement,

(iii) the second anniversary of the date of a Participant’s termination of employment by reason of death, Disability or Retirement.

(e) Terms of Employee Awards in Subsequent Grants. Employee Awards granted in Subsequent Grants may have terms and conditions that are different from or in addition to the terms and conditions for Employee Awards specified in other provisions of this Plan, including but not limited to terms and conditions which result in different formulae or methods for determining the amount of Employee Awards, different vesting schedules or different lapse provisions than those of previous Employee Awards.

7. Election to Exercise.

(a) Election. A vested Employee Award which has not lapsed may be exercised after the Moratorium Period, in whole or in part, by timely delivery to the Plan Administrator of such forms as may be designated by the Committee, a notice of exercise, and payment of the purchase price. Notice of exercise shall be effective on the date received by the Plan Administrator. The notice must state the Participant’s election to exercise the Employee Award, the number of shares with respect to which the election to exercise has been made, the method of payment elected, the exact name or names in

which such shares will be registered and such other information and in such form as may be required by the Plan Administrator. Upon a Participant’s death, the deceased Participant’s Employee Award may be exercised by the Participant’s Beneficiary, subject to the provisions hereof.

(b) Completion of Necessary Forms. As a condition precedent to becoming eligible to exercise any Employee Award, the Participant shall be required to properly and timely complete, execute and deliver such forms as may be designated by the Plan Administrator. Failure to properly complete, execute and deliver such forms before the time restrictions set forth in subparagraph 6(d) hereof shall result in the lapse of such vested Employee Awards.

(c) Payment. The full exercise price for the shares of EDS Stock purchased on the exercise of an Employee Award (i.e., the number of shares purchased, multiplied by the Grant Price) may be paid in cash, or, at the request of the Participant, and to the extent permitted by applicable law, the Committee may approve, in its sole and absolute discretion, cashless exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, as permitted under Regulation T of the Federal Reserve Board.

(d) Right to Recovery. The Plan Administrator or its agent may, in any legal method available, seek recovery from any Participant who receives an overpayment or exercises an Employee Award which has lapsed or is inconsistent with the provisions of the Plan.

8. Administration.

(a) This Plan shall be administered by the EDS Benefits Oversight Committee (or its delegate pursuant to paragraph 9 hereof). The EDS Benefits Oversight Committee shall have the power, in its sole and absolute discretion, to contract with a third-party administrator to administer this Plan.

(b) Subject to the provisions hereof, the EDS Benefits Oversight Committee shall have full and exclusive power and authority to administer this Plan and to take all actions which are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The EDS Benefits Oversight Committee shall also have full and exclusive power to interpret this Plan, to devise necessary forms and documents, and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of EDS and in keeping with the objectives of this Plan. The EDS Benefits Oversight Committee may, in its sole and absolute discretion, amend or modify an Employee Award in any manner that is consistent with the purpose and objectives of this Plan and is either (i) not adverse to the Participant to whom such Employee Award was granted, (ii) required to comply with governing law, or (iii) consented to by such Participant. The EDS Benefits Oversight Committee may correct any defect or supply

any omission or reconcile any error or inconsistency in this Plan or in any Employee Award Statement in the manner and to the extent the EDS Benefits Oversight Committee deems necessary or desirable to carry it into effect. Any decision of the EDS Benefits Oversight Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. The Board, Committee or EDS Benefits Oversight Committee need not be uniform and consistent in making determinations and interpretations in the administration of the Plan.

(c) No member of the Committee, the EDS Benefits Oversight Committee, or any officer or Employee of EDS or Participating Employer to whom the Committee has delegated authority in accordance with the provisions of paragraph 9 hereof, shall be liable for anything done or omitted to be done by such person, by any member of the Committee, or by any officer or Employee of EDS or Participating Employer in connection with the performance of any duties under this Plan, except for such person’s own willful misconduct or as expressly provided by statute. Nothing herein shall exculpate any third-party administrator from any contracted liability or responsibility to EDS, the Participating Employer, the Plan, its participants or beneficiaries thereof or any officials.

9. Delegation of Authority. The Committee may delegate to such subcommittees, officers, other Employees of EDS or Participating Employer, or qualified third-party administrators, its duties under this Plan pursuant to such conditions or limitations as the Committee may establish. The Committee shall have the power and authority to appoint, remove or replace the members of any such subcommittee, or any officer, Employee or third-party administrator that has been delegated responsibilities and authority by the Committee.

10. Tax Withholding. Upon the exercise of the Employee Award, or any part thereof, the Participant may incur certain liabilities for taxes and the Participating Employer may be required by law to withhold such taxes for payment to taxing authorities. Upon determination by the Participating Employer of the amount of taxes required to be withheld, including taxes, if any, which may be required to be withheld prior to exercise with respect to the shares to be issued pursuant to the exercise of the Employee Award, the Plan Administrator shall establish procedures which allows the Participant (a) to direct the Participating Employer to withhold from the EDS Stock available for exercise the number of shares necessary to satisfy the withholding obligations, based on the market price of the EDS Stock on the date of exercise; (b) to deliver sufficient cash to the Participating Employer to satisfy its withholding obligations; or, (c) some combination thereof. Authorization of the Participant to the Participating Employer to withhold taxes must be in a form and content acceptable to the Plan Administrator. Failure by the Participant to comply with the foregoing shall entitle the Plan Administrator, in its sole and absolute discretion, to authorize the sale of a sufficient number of the shares of EDS Stock which the Participant is entitled to receive upon the exercise of the Participant’s Employee Award in order to satisfy such withholding requirements; provided however, that neither the Participating Company nor the EDS Benefits Oversight Committee shall be liable for determining the exact amount of such taxes, for selling shares of EDS Stock in excess of that required to satisfy such

tax obligation, or for obtaining the highest sales price for any such shares. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any EDS Stock pursuant to this Plan. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid. Any income or compensation arising out of the grant, vesting or exercise of an Employee Award shall not be taken into account in determining overtime, bonus, life insurance, pension or such other benefits except as provided in the relevant plan or policy covering such compensation or benefits or as otherwise required by law.

11. Delivery of Shares. Subject to this paragraph 11 and paragraph 16 hereof, and upon written request of the Participant, the Participating Employer shall cause certificates for those shares of EDS Stock which the Participant is entitled to receive upon the exercise of an Employee Award to be delivered to Participant. EDS Stock delivered to Participants shall be in treasury shares unless otherwise specified herein. No shares of EDS Stock shall be delivered to the Participant upon the exercise of the Employee Award until (a) the purchase price, including any applicable fees or commissions, have been paid in full in the manner herein provided; (b) all the applicable taxes required to be withheld have been paid or withheld in full; and (c) the approval of any governmental authority required in connection with the Employee Award or the issuance of shares thereunder has been received by EDS. A Participant shall not have any rights as a shareholder of EDS Stock from this Plan until such EDS Stock is delivered to the Participant in accordance with the terms of this Plan.

12. Amendment, Modification, Suspension or Termination. EDS may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (a) no amendment or alteration that would adversely affect the rights of any Participant under any Employee Award previously granted to such Participant shall be made without the consent of such Participant and (b) no amendment or alteration shall be effective prior to approval by the stockholders of EDS to the extent stockholder approval is required by applicable legal requirements. Any amendment, modification or suspension may be made through an addendum, attachment or other ancillary document authorized by the Committee which shall be incorporated herein for all purposes. EDS may, in its sole and absolute discretion, terminate this Plan at any time, provided that such termination shall not cause any Participant to lose any rights to any vested Employee Award.

13. Assignability. No Employee Award nor any other benefit under this Plan shall be assignable or otherwise transferable except by a testamentary transfer or the laws of descent and distribution, or by designation of a beneficiary as provided in paragraph 15 hereof. The Committee may prescribe and include in applicable Employee Award Statements other restrictions on transfer. Any attempted assignment of an Employee Award or any other benefit under this Plan in violation of this paragraph 13 shall be null and void.

14. Adjustments.

(a) The existence of outstanding Employee Awards shall not affect in any manner the right or power of EDS or its stockholders to make or authorize any or all

adjustments, recapitalizations, reorganizations or other changes in the capital stock of EDS or its business or any merger or consolidation of EDS, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the EDS Stock) or the dissolution or liquidation of EDS or a subsidiary, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b) In the event of any subdivision or consolidation of outstanding shares of EDS Stock, declaration of a dividend payable in shares of EDS Stock, or other stock split, then (i) the number of shares of EDS Stock reserved under this Plan, (ii) the number of shares of EDS Stock covered by outstanding Employee Awards, (iii) the exercise or other price in respect of such Employee Awards, and (iv) the appropriate Fair Market Value and other price determinations for such Employee Awards, shall be proportionately adjusted by the Committee to reflect such transaction. In the event of any other recapitalization or capital reorganization of EDS, any consolidation or merger of EDS with another corporation or entity, the adoption by EDS of any plan of exchange affecting the EDS Stock or any distribution to holders of EDS Stock of securities or property (other than normal cash dividends or dividends payable in EDS Stock), then (i) the number of shares of EDS Stock covered by Employee Awards in the form of options on EDS Stock, (ii) the exercise or other price in respect of such Employee Awards, and (iii) the appropriate Fair Market Value and other price determinations for such Employee Awards, shall be proportionately adjusted by the Committee to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Employee Awards and preserve, without exceeding, the value of such Employee Awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to issue or assume Employee Awards by means of substitution of new Employee Awards, as appropriate, for previously issued Employee Awards or an assumption of previously issued Employee Awards as part of such adjustment.

15. Beneficiary Designation. Beneficiaries shall be designated in such manner and according to such requirements as may be designated by the Plan Administrator. The designation of a Beneficiary shall be effective on the date received by the Plan Administrator. Upon the death of a Participant, a designated Beneficiary shall be entitled to exercise a vested Employee Award pursuant to the provisions of paragraph 7 hereof.

securities exchange or transaction reporting system upon which the EDS Stock is then listed or to which it is admitted for quotation, and any applicable securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

20. No Acquired or Additional Rights. Grants of Employee Awards under the Plan are made at the complete discretion of EDS pursuant to the Plan. The Committee has complete authority to administer, construe and interpret the Plan, establish rules and regulations concerning the Plan, amend the Plan, and perform all other acts deemed reasonable and proper in that regard, including the power to delegate to others the authority to assist in the administration of the Plan. No Employee acquires any additional rights as a result of being eligible to participate in the Plan or deciding to exercise an Employee Award. There is no assurance that any future grants will be made under the Plan, or any other plan. The value of any Employee Award or the proceeds upon the exercise thereof will not be reflected in any severance, overtime, benefit, retirement or indemnity payments that EDS or any affiliate or subsidiary may make to any Participate in the future. The offer to participate in the Plan does not constitute an acquired right. The Employee Award is not considered to be part of employment compensation and neither eligibility for, nor participation in, the Plan guarantees any right to future employment with EDS or any Participating Employer.

Attachment “A”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

PARTICIPATING COUNTRIES

(As of February 6, 2002)

Argentina
Australia
Austria
Bahrain
Belgium
Brazil
Canada
Chile
China
Colombia
Costa Rica
Czech Republic
Denmark
Dominican Republic
Ecuador
Egypt
Finland
France
Germany
Greece
Guatemala
Hong Kong
Hungary
India
Indonesia
Ireland
Israel
Italy

Korea
Luxembourg
Malaysia
Mexico
New Zealand
Nicaragua
Norway
Peru
Philippines
Poland
Portugal
Puerto Rico
Russia
Singapore
South Africa
Spain
Sweden
Switzerland
Taiwan
Thailand
The Netherlands
Turkey
United Arab Emirates
United States
Venezuela
Zimbabwe

Attachment A-2
GlobalShare Grant #2

Attachment “B”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

PARTICIPATING EMPLOYERS
(as of February 6, 2002)

Electronic Data Systems Corporation, a Delaware Corporation (“EDS”), and

any subsidiary or affiliate of EDS in which EDS owns, directly or indirectly, more than 50% of the outstanding ownership interests, but excluding

(i)

any subsidiary or affiliate of EDS not located in a Participating Country (as identified on Attachment “A”)

(ii)

any subsidiary or affiliate of EDS which is identified by the EDS Managing Director of Global Compensation and Benefits as ineligible due to tax, legal or administrative considerations

Attachment B-1
GlobalShare Grant #2

Addendum “A”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

The following are provisions, in addition to those provisions in the Plan (or, where specified, in replacement of certain provisions in the Plan), which are applicable to Employees in the respective Participating Countries listed below. As used herein, capitalized terms, unless defined herein, shall have the respective meanings ascribed to such terms in the Plan.

1.	Belgium. Section 6(d) of the Plan should read as follows:

(d)

Lapse of Vested Employee Award.Employee Awards which became vested in accordance with Plan paragraph 6(b) shall lapse at the earlier of

(i)

the date that is five years after the date on which such Employee Award is granted;

(ii)

the ninetieth day following the date the Participant is no longer employed by a Participating Employer by reason other than death, Disability or Retirement,

(iii)

the third anniversary of the date of a Participant’s termination of employment by reason of death, Disability or Retirement.

Brazil. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

3.	Canada.

(a)

Subsection 3(r) of the Plan shall not apply and instead the following subsection shall apply:

Retirement means separation from employment by retirement on or after the date the Participant becomes eligible for normal or early retirement under the Controlling Retirement Plan, or, in the event the Participant does not participate in a Controlling Retirement Plan, then mandatory retirement under provincial law or such other retirement program as deemed acceptable by the Committee in its sole discretion.

Addendum A-1
GlobalShare Grant #2

(b)

Subsections 6(c) and (d) of the Plan shall not apply and instead the following subsections shall apply:

(c)

Lapse of Unvested Employee Award at Termination of Employment. Any Employee Award that is not vested pursuant to subparagraph 6(b), shall lapse on the earlier of the Participant’s date of termination and the termination date specified in the Participant’s written notice of termination, however, such Employee Award will not lapse upon a Participant’s transfer to a non-participating subsidiary or affiliate of EDS provided such subsidiary or affiliate is located in a Participating Country.

(d)

Lapse of Vested Employee Award. Employee Awards which became vested in accordance with Plan paragraph 6(b)(ii) shall lapse at the earlier of:

(i)

the second anniversary of the date on which such Employee Award is one hundred percent (100%) vested;

(ii)

the ninetieth day following the earlier of the Participant’s date of termination and the termination date specified in the Participant’s written notice of termination; and

(iii)

the second anniversary of the date of a Participant’s termination of employment by reason of death, Disability or Retirement.

4. Chile. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

5. China. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

6. France.

Electronic Data Systems Corporation is hereafter referred to as the “Company”.

The Committee may not grant an Employee Award to an individual:

(i)

unless he is employed by a Participating Employer which is a subsidiary or affiliate of the granting Company as defined in Article L. 225-180 of the

Addendum A-2
GlobalShare Grant #2

new Commercial Code in France (as such Article may be amended from time to time); or

(ii)

who owns more than 10% of the share capital of the Company and who may not therefore be granted an Employee Award to satisfy the requirements of sub-paragraph 2 of Article L. 225-182 of the new Commercial Code in France (as such Article may be amended from time to time).

The exercise price for an Employee Award must be determined on the date on which the Committee resolves to grant the Employee Award. The exercise price in the case of Employee Awards to subscribe for unissued shares may not be lower than 80% of the average stock exchange price during the 20 stock exchange days preceding the grant or, if the Company is not quoted at the time of grant of the Employee Awards, the exercise price may not be less than the Fair Market Value for a share of common stock as established by the Committee on the date of grant. In the case of Employee Awards to purchase existing shares, the exercise price cannot, in addition, be lower than 80% of the average actual repurchase price by the Company of its own shares to be allocated to the Participants.

An Employee Award may not be granted:

•

in the period of 20 trading days immediately following a distribution of dividends or a capital increase;

•

during the ten stock exchange sessions preceding and following the publication of the consolidated or annual accounts;

•

during a period starting at the date at which the management of the company is aware of any information that could have a significant impact on the Company’s stock price and ending ten stock exchange sessions after this information has been made public.

If the Employee Award is an option to buy existing shares of common stock, the repurchase of the shares by the granting Company can take place either within a twelve month period preceding the date of grant of the Employee Award, or prior to the date on which the Employee Awards become exercisable if vesting conditions exist.

The vesting period applicable to Employee Awards will be determined as follows:

(i)

If the holding period defined by Article 163 bis C of the French Tax Code (or by virtue of any other legal disposition which may replace such Article during the life of the Plan) applicable to Employee Awards is five years (options granted before April 27, 2000), then 100% of such Employee

Addendum A-3
GlobalShare Grant #2

Awards will be vested and exercisable on the day following the second anniversary of the date of grant.

No Employee Award shall be vested or exercisable prior to the day following the second anniversary of the date of grant.

(ii)

If the holding period defined by Article 163 bis C of the French Tax Code (or by virtue of any other legal disposition which may replace such Article during the life of the Plan) applicable to Employee Awards is four years (options granted after April 27, 2000) or less, then 100% of such Employee Awards will be vested and exercisable on the day following the first anniversary of the date of grant.

No Employee Award shall be vested or exercisable prior to the day following the first anniversary of the date of grant.

(iii)

No Employee Award shall be vested or exercisable prior to the applicable anniversary of the date of the grant in the event of Participant’s retirement.

(iv)

If the Participant terminates employment by reason of death or 2^nd or 3^rd category disability, as defined under Article L.341-4 of the French Social Security Code, at any time before the Employee Award granted hereunder becomes fully vested in accordance with subsections (i) and (ii) above, then such Employee Award shall fully vest on the record date of the Participant’s termination of employment.

(v)

The Committee may, in its sole discretion, after due regard to the Participant’s personal circumstances, provide for accelerated vesting and exercisability of an Employee Award.

The full exercise price for shares of Company stock purchased on the exercise of Employee Awards (i.e. the number of shares purchased, multiplied by the Grant Price) must be paid in cash, if the exercise takes place before the day following the holding period defined by Article 163 bis C of the French Tax Code (or by virtue of any other legal disposition which may replace such Article during the life of the Plan).

If the exercise takes place on or after the day following the holding period defined by Article 163 bis C of the French Tax Code (or by virtue of any other legal disposition which may replace such Article during the life of the Plan)., the Participant may use any of the methods of payment of the exercise price available under the Plan.

Vested Employee Awards will expire on the earlier of the following dates:

Addendum A-4
GlobalShare Grant #2

(i)

the 4^th anniversary of the vesting date, provided the Participant remains in continuous employment during this period;

(ii)

the 90^th day following the date the Participant terminates employment for any reason other than death, disability or retirement;

(iii)

the 2^nd anniversary of the date the Participant terminates employment due to disability or retirement; or

(iv)

six months after the date of death of the Participant.

The shares acquired upon exercise of the Employee Awards will be freely negotiable, subject to the following conditions:

(i)

If the holding period defined by Article 163 bis C of the French Tax Code (or by virtue of any other legal disposition which may replace such Article during the life of the Plan) applicable to Employee Awards is five years, the above mentioned shares may not be sold or otherwise disposed of before the day following the fifth anniversary of the date of grant.

(ii)

If the holding period defined by Article 163 bis C of the French Tax Code (or by virtue of any other legal disposition which may replace such Article during the life of the Plan) applicable to Employee Awards is four years or less, the above mentioned shares may not be sold or otherwise disposed of before the day following the fourth anniversary of the date of grant.

(iii)

The sales restrictions provided by subsections (i) and (ii) above shall not apply in the case of death of the Participant or in the case of 2^nd or 3^rd category disability of the Participant as defined under Article L. 341-4 of the French Social Security Code.

(iv)

If the Committee so decides in their absolute discretion, after due regard to the Participant’s personal circumstances, the sales restrictions provided by subsections (i) and (ii) may be lifted.

If the Participant dies, his Employee Award must be exercised (if at all) within six months after his death. In the case of death of a Participant, the Moratorium Period referred to in paragraphs 3(l) and 7(a) of the Plan shall not apply.

Employee Awards may not be granted under the Plan:

(i)

over more than one third of the Company’s share capital in the case of Employee Awards to subscribe for unissued shares; or

Addendum A-5
GlobalShare Grant #2

(ii)

over more than 10% of the total number of such shares in issue in the case of Employee Awards to purchase existing shares.

No adjustment may be made to an Employee Award which is inconsistent with Sections 174.8 to 174.16 of Decree no. 67-236 of 23 March 1967, implementing Article 208-5 of French law no. 66-537 of 24 July 1966 (L. 225-181 of the new French Commercial Code), as such Sections or Article shall be amended from time to time.

Such adjustment is required under Article L. 225-181 of the new French Commercial Code in the event of the following specific capital operations:

(i)

Capital increase in cash to the benefit of the shareholders;

(ii)

Capital increase with distribution of shares following capitalization of premium or earnings;

(iii)

Capital reduction due to losses;

(iv)

Distribution of retained earnings either in cash or in shares; and

(v)

Issuance of convertible bonds or exchangeable bonds to the benefit of the shareholders.

The Committee may not change the Plan in a way which affects this Section 4 of this Addendum, or Employee Awards granted under Section 4 of this Addendum, if the change is inconsistent with French law and in particular with French legislation on stock options as defined in Articles L. 225-177 to L. 225-185 of the new French Commercial Code (as such Articles may be amended from time to time).

7. India. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

8. Italy.

(a)

Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

Addendum A-6
GlobalShare Grant #2

(b)

Section 6(a) of the Plan should read as follows:

Exercise Price of Employee Awards. The price at which shares of EDS Stock may be purchased upon the exercise of an Employee Award shall be not less than, but may exceed, the greater of (i) the Fair Market Value of the EDS Stock on the Grant Date and (ii) the average settlement price during the one month preceding the Grant Date.

9. Malaysia. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

10. The Netherlands. Notwithstanding any other provision of the Plan, Employee Awards shall not vest during the Moratorium Period. After the expiration of the Moratorium Period, Employee Awards shall vest according to the terms of the Plan and Employees who would have vested during the Moratorium Period shall vest immediately thereafter.

11. Poland. As a specified exception to Section 11 of the Plan, EDS Stock delivered to Participants shall be in newly issued and not treasury shares.

12. Russia. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

13. South Africa. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

14. Switzerland. Sections 6(d) of the Plan shall read as follows:

(d)

Lapse of Vested Employee Award. Employee Awards which became vested in accordance with Plan paragraph 6(b) shall lapse at the earlier of

(i)

the date that is eleven years after the date on which such Employee Award is granted;

(ii)

the ninetieth day following the date the Participant is no longer employed by a Participating Employer by reason other than death, Disability or Retirement,

Addendum A-7
GlobalShare Grant #2

(iii)

the second anniversary of the date of a Participant’s termination of employment by reason of death, Disability or Retirement.

15. Thailand. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised.

16. Zimbabwe. Participants may exercise an Employee Award in whole or in part only by means of a cashless for cash exercise through a simultaneous sale arranged with a broker of shares of EDS Stock acquired on exercise, from which the Participant receives in cash the difference between the Grant Price and the Fair Market Value of the EDS stock at the time the Employee Award is exercised. Notwithstanding any other provision of the Plan, Employee Awards shall not vest during the Moratorium Period. After the expiration of the Moratorium Period, Employee Awards shall vest according to the terms of the Plan and Employees who would have vested during the Moratorium Period shall vest immediately thereafter.

Addendum A-8
GlobalShare Grant #2

Addendum “B”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

ELECTRONIC DATA SYSTEMS CORPORATION
2000 U.K. STOCK OPTION SCHEME

1. Definitions and Interpretation

(1)

Unless the context otherwise requires, all expressions defined in the U.S. Plan shall have the same meaning in the U.K. Scheme, save that:

“Fair Market Value” has the meaning set forth in sub-rule 5(3);

“Option”includes an Approved Stock Option as defined in sub-rule 1(2);

(2)

In addition, the following expressions shall have the following meanings in the U.K. Scheme unless the context otherwise requires:

“Stock Option” means an Option granted in accordance with the U.K. Scheme;

“Company”means Electronic Data Systems Corporation;

“Grant Date” means in relation to an option means the date on which the option was granted;

“the Inland Revenue” means the United Kingdom's Commissioners of Inland Revenue;

“Participating Company” means EDS or a Subsidiary of EDS;

“the U.K. Scheme” means the Electronic Data Systems Corporation 2000 U.K. Stock Option Scheme as herein set out but subject to any alterations or additions made under Rule 8 below;

“ Schedule 9” means Schedule 9 to the Taxes Act;

Addendum A-9
GlobalShare Grant #2

“ Subsidiary”shall mean a body corporate, whether now or hereafter existing which is:

(a)

a subsidiary of EDS within the meaning of Section 736 of the United Kingdom Companies Act 1985; and is

(b)

under the control of Company within the meaning of Section 840 of the Taxes Act.

“the Taxes Act” means the United Kingdom's Income and Corporation Taxes Act 1988; and

“the U.S. Plan” means the Electronic Data Systems Corporation EDS Global Share Plan2000 Nonqualified Stock Option Plan.

(3)

Expressions not otherwise defined herein have the same meanings as they have in Schedule 9.

(4)

Any reference herein to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

2. Applicability of the U.S. Plan

Save as hereinafter specified, all the term and provisions of the U.S. Plan shall apply mutatis mutandis to the grant of Approved Stock Options under the U.K. Scheme.

3. Eligibility

(1)

Subject to sub-rule (3) below, a person is eligible to be granted an Approved Stock Option if (and only if) he is a full-time director or qualifying employee of a Participating Company.

(2)

For the purposes of sub-rule (1) above:

(a)

(b)

a qualifying employee, in relation to a Participating Company, is an employee of the Participating Company (other than one who is a director of a Participating Company).

Addendum A-10
GlobalSoft Grant #2

(3)

A person is not eligible to be granted an Option under the U.K. Scheme at any time when he is not eligible to participate in the U.K. Scheme by virtue of paragraph 8 of Schedule 9.

4. Grant of Options

(1)

(2)

The grant of an Approved Stock Option shall be subject to obtaining any approval or consent which may be required under the provisions of any regulation or enactment.

(3)

No person shall be granted Approved Stock Options under the U.K. Scheme which would, at the time they are granted, cause the aggregate market value of the Shares which he may acquire in pursuance of options granted to him under the U.K. Scheme or under any other share option scheme, not being a savings-related share option scheme, approved under Schedule 9 and established by EDS or by any associated company of the Corporation (and not exercised) to exceed or further exceed £30,000. Any Stock Options granted in excess of this amount shall be granted under the U.S. Plan.

(4)

For the purposes of sub-rule (3) above:

(a)

(b)

(c)

(5)

Unless otherwise agreed in advance with the Inland Revenue, the United States dollar exchange rate for pounds sterling for the purposes of calculating the limit in sub-rule (3) above shall be the noon buying rate in the City of London on the day

Addendum A-11
GlobalSoft Grant #2

by reference to which the price at which Shares may be acquired on the exercise of the Option is determined as mentioned in Rule 5(2) below.

5. Exercise Price and Consideration

(1)

Shares shall be issued to the Participant pursuant to the exercise of an Option only upon receipt by EDS from the Participant of payment in full in cash.

(2)

(3)

The Fair Market Value per Share on any day shall be determined as follows:

(a)

(b)

6. Exercise of Options

(1)

(2)

Paragraphs 6 and 7 of the U.S. Plan shall apply in respect of Approved Stock Options granted under the U.K. Scheme.

(3)

An approved stock plan granted under U.K. Scheme may not in any circumstances be exercised later than twelve (12) months after the death of the Participant.

7. Adjustments Upon Changes in Capitalization or Merger

(1)

Paragraph 14 of the U.S. Plan shall apply to Approved Stock Options granted

Addendum A-12
GlobalSoft Grant #2

under the U.K. Scheme in respect of a variation of capital of EDS only, save that no adjustment under Paragraph 14 shall be made to an Approved Stock Option at a time when the U.K. Scheme is approved by the Inland Revenue under Schedule 9 without the prior approval of the Inland Revenue. EDS shall notify the Inland Revenue of any actions which mean that the UK Scheme may no longer be so approved.

(2)

If any company (“the acquiring company”) obtains control of EDS as a result of making:

(a)

a general offer to acquire the whole of the Common Stock of EDS which is made on a condition such that if it is satisfied the person making the offer will have control of EDS, or

(b)

a general offer to acquire all the shares in EDS which are of the same class as the Shares which may be acquired by the exercise of Options granted under the U.K. Scheme,

any Participant may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 15(2) of Schedule 9), by agreement with the acquiring company, release any Option granted under the U.K. Scheme which has not lapsed (“the old option”) in consideration of the grant to him of an option (“the new option”) which (for the purposes of that paragraph) is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 10(b) or (c) of Schedule 9).

(3)

(a)

the new option were an Option granted under the U.K. Scheme at the same time as the old option;

(b)

8. Amendment and Termination of the U.K. Scheme

(1)

The provisions of Paragraph 6 and Paragraph 13 of the U.S. Plan apply mutatis mutandis to the U.K. Scheme, save that if an amendment is made to the U.K.

Addendum A-13
GlobalSoft Grant #2

Scheme or to the terms of an Approved Stock Option at a time when the U.K. Scheme is approved by the Inland Revenue under Schedule 9, the approval will not thereafter have effect until the Inland Revenue have approved the alteration or addition. EDS shall notify the Inland Revenue of any actions which mean that the UK Scheme may no longer be so approved.

(2)

(3)

In accordance with the Committees’ powers under Paragraph 7 of the U.S. Plan, the Committee shall if it deems necessary delegate authority to any one or more of the officers of EDS to be responsible for the administration of the U.K. Scheme.

9. Miscellaneous

(1)

(2)

Within thirty days after an Option has been exercised by any person, the Committee on behalf of EDS shall allot to him or, as appropriate, procure the transfer to him of the number of Shares in respect of which the Option has been exercised.

(3)

Addendum A-14
GlobalSoft Grant #2

EX-5 7 edsex-5_0908.htm

Exhibit 5

September 2, 2008

Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304

Re:

An aggregate of 40,594,307 Shares of Common Stock of Hewlett-Packard Company offered pursuant to the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation, the Transition Incentive Plan of Electronic Data Systems Corporation, the 2002 Transition Inducement Plan of Electronic Data Systems Corporation, the 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation and the 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

Dear Sir or Madam:

I have examined the proceedings taken and the instruments executed in connection with the reservation for issuance and authorization of the sale and issuance from time to time of not in excess of an aggregate of 40,594,307 shares (the “Shares”) of the Common Stock of Hewlett-Packard Company pursuant to the terms of the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation (formerly, the Amended and Restated Incentive Plan of Electronic Data Systems Corporation and the 1996 Incentive Plan of Electronic Data Systems Corporation), the Transition Incentive Plan of Electronic Data Systems Corporation, the 2002 Transition Inducement Plan of Electronic Data Systems Corporation, the 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation (also known as PerformanceShare) and the 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation (also known as the EDS Global Share Plan) (the “Plans”). The Shares are the subject of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which is being filed with the Securities and Exchange Commission and to which this opinion is to be attached as an exhibit.

Upon the basis of such examination, I am of the opinion that the Shares, when issued and sold pursuant to the terms and conditions set forth in the Plans and against payment therefor, and when the Registration Statement has become effective under the Act, will be validly issued, fully paid and non-assessable.

You are further advised that I consent to the filing of this opinion as an exhibit to the Registration Statement.


	Very truly yours,

	/s/ Paul T. Porrini
	Paul T. Porrini Vice President, Deputy General Counsel
	and Assistant Secretary

EX-23.2 8 edsex23-2.htm

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Hewlett-Packard Company pertaining to the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation, the Transition Incentive Plan of Electronic Data Systems Corporation, the 2002 Transition Inducement Plan of Electronic Data Systems Corporation, the 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation and the 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation of our reports dated December 14, 2007, with respect to the consolidated financial statements and schedule of Hewlett-Packard Company and the effectiveness of Hewlett-Packard Company’s internal control over financial reporting included in its Annual Report (Form 10-K) for the year ended October 31, 2007, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Jose, California
September 2, 2008

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Item 4. Description of Securities

Item 5. Interest of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

Item 7. Exemption from Registration Claimed

Item 8. Exhibits

Item 9. Undertakings

SIGNATURES

POWER OF ATTORNEY

EXHIBIT INDEX

EXHIBIT 4.1

2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION

EXHIBIT 4.2

TRANSITION INCENTIVE PLAN of ELECTRONIC DATA SYSTEMS CORPORATION

2002 TRANSITION INDUCEMENT PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION

FIFTH AMENDED AND RESTATED 1997 NONQUALIFIED STOCK OPTION PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION

Attachment “A” to PerformanceShare 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

Attachment “B” to PerformanceShare 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

Electronic Data Systems Corporation, a Delaware corporation and each of the following:

Addendum “A” to PerformanceShare 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

Addendum “B” to PerformanceShare 1997 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

ELECTRONIC DATA SYSTEMS CORPORATION 1997 U.K. STOCK OPTION SCHEME

2000 NONQUALIFIED STOCK OPTION PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION

Attachment “A” to EDS Global Share Plan 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

Attachment “B” to EDS Global Share Plan 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

Addendum “A” to EDS Global Share Plan 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

Addendum “B” to EDS Global Share Plan 2000 Nonqualified Stock Option Plan of Electronic Data Systems Corporation

ELECTRONIC DATA SYSTEMS CORPORATION 2000 U.K. STOCK OPTION SCHEME

TRANSITION INCENTIVE PLAN
of
ELECTRONIC DATA SYSTEMS CORPORATION

2002 TRANSITION INDUCEMENT PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION

FIFTH AMENDED AND RESTATED
1997 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION

Attachment “A”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

Attachment “B”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

Electronic Data Systems Corporation, a Delaware corporation
and
each of the following:

Addendum “A”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

Addendum “B”
to
PerformanceShare
1997 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

ELECTRONIC DATA SYSTEMS CORPORATION
1997 U.K. STOCK OPTION SCHEME

2000 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION

Attachment “A”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

Attachment “B”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

Addendum “A”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

Addendum “B”
to
EDS Global Share Plan
2000 Nonqualified Stock Option Plan
of
Electronic Data Systems Corporation

ELECTRONIC DATA SYSTEMS CORPORATION
2000 U.K. STOCK OPTION SCHEME