Common use of Effect of Certain Events Clause in Contracts

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. 2 (a) If Grantee's employment with the Company is involuntarily terminated for Cause at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date then Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee.. (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if Grantee's employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of death, Total Disability, or involuntary termination not for Cause then, all Restricted Stock Units covered by this Agreement shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d) below, be issued on the Date of Termination and shall immediately be freed of any restrictions regarding its sale or transfer. (c) On a Change of Control prior to the Vesting Date, the Restricted Stock Units shall be immediately converted to Vested Stock, and all such restricted stock units shall be issued on the date of the Change of Control and shall immediately be freed of any restrictions regarding its sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the same consideration with respect to the equity that vests pursuant to this Paragraph 3(c) as any other holder of common stock of the Company. (d) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if Grantee's employment with the Company is terminated by reason of Grantee's Total Disability or involuntary termination not for Cause, then: (1) subject to subparagraph (2) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) above (as applicable), the Company shall provide Grantee a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination.

Effect of Certain Events. With (a) If Grantee's employment with the exception of any Restricted Stock Units that may vest pursuant Company is terminated prior to the terms Vesting Date because of Grantee's current Executive Severance Benefit Agreement death or Change the Grantee becoming Disabled, then the Grantee shall earn and be immediately vested in a pro rata amount of Control Employment Agreement the DSU Target Award and related Dividend Equivalents determined by multiplying the DSU Target Award and Dividend Equivalents credited on the DSU Award by a percentage (or pursuant not to the terms of any successor severance or change of control agreementsexceed 100% and not less than 50%), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being thirty-six (36) months. Notwithstanding the distribution date set forth in Paragraph 4 above, the earned and vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 10(p) of this Agreement, be distributed in shares of EDS Common Stock (i) in the event of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following provisions the date of the Grantee's Separation from Service unless the Grantee is a Specified Employee, in which case the distribution shall apply. 2be made on the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service. (ab) If Grantee's employment with the Company is involuntarily terminated (not for Cause) anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "good reason" anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "any reason" beginning six months after commencement of employment of a new Chief Executive Officer of the Company (excluding the Grantee) and prior to the Vesting Date, then the earned and vested deferred stock units granted pursuant to this DSU Award and related Dividend Equivalents will be determined by calculating actual results for Organic Revenue Growth (50% weighting) and Productivity Yield (50% weighting) measured by the number of completed calendar years (except for an applicable event that occurs prior to December 31, 2006, in which case performance will be measured by completed months) between the beginning of the Performance Period and the date of the applicable event, extrapolated for the remaining three-year Performance Period, then applied against the Performance Goals set forth in Appendix B. An example is outlined in Appendix C to illustrate the methodology that will be used to extrapolate the performance results in the event an applicable event occurs before the Vesting Date. Such earned and vested deferred stock units and related Dividend Equivalents shall, subject to Paragraph 10(p) of this Agreement, be distributed in shares of EDS Common Stock on (i) January 31 in the year following the date of the Grantee's Separation from Service, or (ii) the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service, whichever occurs later. For purposes of this agreement, "good reason" is defined as (i) Grantee is no longer the Chief Operating Officer of the Company, or (ii) the Company requires the Grantee to be based at any office or location that is more than 50 miles from Grantee's then current principal work location without the Grantee's consent, or (iii) Company reduces Grantee's base salary and/or annual target bonus as a percentage of base salary without Grantee's consent, except in the event of a reduction in such compensation generally applicable to all similarly situated executives, in which case Grantee is treated no less favorably than similarly situated executives. Good reason shall not be considered to have occurred unless Grantee first provides Company with written notice alleging good reason exists for Grantee to terminate his employment and Company has failed to remedy such condition within 30 days after receipt of such written notice. (c) If Grantee's employment with the Company is involuntarily terminated for Cause at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date then Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee.. (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if or Grantee's employment with the Company is voluntarily terminated (other than for "good reason") prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because sixth month anniversary of death, Total Disability, or involuntary termination not for Cause then, all Restricted Stock Units covered by this Agreement shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d) below, be issued on the Date commencement of Termination employment of a new Chief Executive Officer of the Company and shall immediately be freed of any restrictions regarding its sale or transfer. (c) On a Change of Control prior to the Vesting Date, then the Restricted Stock Units shall be immediately converted to Vested Stock, and all such restricted performance deferred stock units shall be issued on the date of the Change of Control and shall immediately be freed of any restrictions regarding its sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the same consideration with respect to the equity that vests granted pursuant to this Paragraph 3(c) as any other holder of common stock of DSU Award and the Companyrelated Dividend Equivalents shall be forfeited. (d) IfIn the event the Committee, on the Date of Terminationin its reasonable discretion, Grantee is a Specified Employee (as such term is defined and determined under the terms upon consideration of the EDS Benefit Restoration Plan facts and circumstances and any advice or successor plan(s)) and if Granteerecommendation of EDS, concludes, that the Grantee violated the Plan's employment with the Company is terminated by reason of Grantee's Total Disability or involuntary termination not for Cause, then: (1) subject to subparagraph (2) belownon-compete, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) above (as applicable), the Company shall provide Grantee a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "atand/or non-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as solicitation provisions within one year of the date any earned deferred stock units and related Dividend Equivalents vest under Paragraphs 4, 5(a) or 5(b) of this DSU Award, Grantee shall forfeit such terminationdeferred stock units and related Dividend Equivalents that vested during the one year period preceding the violation, or if distributed, require the plan is not sufficient for benefit liabilities (within Grantee to reimburse EDS in the meaning of Section 4041 amount of the Employee Retirement Income Security Act of 1974distribution (notwithstanding the fact that such earned deferred stock units have become vested pursuant to Paragraphs 4, as amended5(a) or 5(b) above). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination.

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. 2008 TRSU (Executive) 2 (a) If Grantee's employment Grantee is separated from service with the Company is involuntarily terminated because of Grantee's voluntary termination for any reason prior to age 62, involuntary termination without Cause prior to age 62, or involuntary termination for Cause, at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date Date, then all unvested Restricted Stock Units granted herein and Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee... (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if Grantee's employment If Grantee is separated from service with the Company is terminated at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of deathGrantee's voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, then a pro rata amount of the unvested Restricted Stock Units granted herein shall become Vested Stock, where the pro rata amount will be determined by multiplying the total number of Restricted Stock Units granted herein by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the Date of Grant and Grantee's Date of Termination, and the denominator being 36, and then reducing the resulting number by the number of Restricted Stock Units in which Grantee became vested prior to the Date of Termination. The Vested Stock shall, subject to Paragraph 3(e) below, be issued on Grantee's Date of Termination. (c) If Grantee is separated from service with the Company at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of Grantee's death or Total Disability, or involuntary termination not for Cause then, then all unvested Restricted Stock Units covered by this Agreement granted herein shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d3(e) below, be issued on the Grantee's Date of Termination and shall immediately be freed of any restrictions regarding its sale or transferTermination. (cd) On In the event a Change of Control occurs at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, as of the date of such Change of Control, all unvested Restricted Stock Units granted herein shall be immediately converted to Vested Stock, and all such restricted stock units Vested Stock shall be issued on the date of the Change of Control and shall immediately be freed of any restrictions regarding its their sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the same consideration with respect to the equity that vests pursuant to this Paragraph 3(c3(d) as any other holder of common stock of the Company. (de) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if Grantee's employment (i) Grantee is separated from service with the Company by reason of Grantee's voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, as provided in Paragraph 3(b) above, or (ii) Grantee is terminated separated from service with the Company by reason of Grantee's Total Disability or involuntary termination not for Causeas provided in Paragraph 3(c) above, then: (1) subject to subparagraph (2) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) or (c) above (as applicable)) as a result of Grantee's separation from service, the Company shall provide Grantee a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company Company, on the Date of Termination Termination, to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum 2008 TRSU (Executive) 3 payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d3(e) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date date of Termination termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2409A(b), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of TerminationSeparation.

Effect of Certain Events. With (a) Except as provided in the exception of any Restricted Stock Units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or subsequent change of control agreementsemployment agreement), the following provisions shall apply. 2 (a) If if Grantee's employment with the Company is terminated prior to the Vesting Date involuntarily terminated for Cause at any time prior to 5:00 P.M.or by voluntary termination without the consent of the EDS Board of Directors, Plano, Texas time, on then the third Annual Vesting Date then Option and Grantee's right to receive additional shares of Vested Stock continue to vest in the Option Shares granted hereunder shall terminate, without any payment of consideration by the Company to Grantee.., unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) Notwithstanding anything If Grantee's employment with the Company is terminated prior to the contrary in Vesting Date by voluntary termination with the consent of the EDS Board of Directors, then the Option and Grantee's right to continue to vest in the Option Shares granted hereunder shall continue to vest as described in Paragraph 2(a) above as if the Grantee had remained employed by the company and until such time as the Option Shares expire as described in Paragraph 2(b) above. (c) If Grantee's employment with the Company is involuntarily terminated prior to the Vesting Date, then, a pro rata amount of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, which will be determined by multiplying the number of Options Shares granted by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable separation event, and the denominator being twelve (12). The Grantee may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date for the two-year period commencing on the date of the termination. (d) Without limitation to Grantee's rights under his current Executive Severance Benefit AgreementChange of Control Employment Agreement (or pursuant to the terms of any subsequent change of control employment agreement), if Grantee's employment with the Company is terminated prior to 5:00 the Vesting Date because of death or Total Disability, then a pro rata amount of the Option Shares shall be considered to become immediately and unconditionally Vested Option Shares without regard to Paragraph 2 above, by multiplying the number of Option Shares granted by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being twelve (12). The Grantee or the Beneficiary (if any), or the representative of Grantee's estate may purchase some or all of the Vested Option Shares that exist as of and on Grantee's employment termination date for the two-year period commencing on the date of the termination. (e) If Grantee's employment with the Company is terminated voluntarily with the consent of the EDS Board of Directors during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the third Annual Vesting Date because fourth (4th) anniversary of death, Total Disability, or involuntary termination not for Cause then, all Restricted Stock Units covered by this Agreement shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d) below, be issued on the Date of Termination Grant, then Grantee shall be entitled to purchase that number of outstanding Vested Option Shares that exist as of and shall immediately be freed on Grantee's employment termination date at any time or from time to time until the fourth (4th) anniversary of any restrictions regarding its sale or transferthe Date of Grant. (cf) On a Change If Grantee's employment with the Company is terminated involuntarily without Cause or by reason of Control prior to death or Total Disability during the period commencing on the Vesting DateDate and ending at 2:30 P.M., Plano, Texas time, on the Restricted Stock Units fourth (4th) anniversary of the Date of Grant, then Grantee or the Beneficiary (if any), or the representative of Grantee's estate shall be immediately converted entitled to purchase that number of outstanding Vested Stock, Option Shares that exist as of and all such restricted stock units shall be issued on Grantee's employment termination date at any time or from time to time for the shorter of (i) the two-year period commencing on the date of the Change termination, or (ii) the period ending at 2:30 P.M., Plano, Texas time, on the fourth (4th) anniversary of Control the Date of Grant. (g) If Grantee's employment with the Company is terminated voluntarily without the consent of the EDS Board of Directors or involuntarily for Cause during the period commencing on the Vesting Date and ending at 2:30 P.M., Plano, Texas time, on the fourth (4th) anniversary of the Date of Grant, then Grantee shall immediately be freed entitled to purchase that number of outstanding Vested Option Shares that exist as of and on Grantee's employment termination date at any restrictions regarding its sale time or transfer. For from time to time for the avoidance shorter of doubt(i) the ninety (90) day period commencing on the date of the termination, it is understood and agreed thator (ii) the period ending at 2:30 P.M., in Plano, Texas time, on the fourth (4th) anniversary of the Date of Grant. (h) In the event of a Change of Control, Executive the Grantee's separate Change of Control Employment Agreement shall be entitled to the same consideration govern with respect to determining the equity that vests effect of such change of control on the Option Shares granted pursuant to this Paragraph 3(c) as any other holder of common stock of the Companyagreement. (di) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if If Grantee's employment with the Company is terminated by reason not terminated, but the scope thereof is voluntarily modified as a result of Grantee's Total Disability a leave of absence, reduction in work hours below that typically expected of a full-time employee or involuntary termination not for Causesimilar modification, then: (1) subject , unless expressly determined otherwise by the Committee in its sole discretion, the Options shall cease to subparagraph (2) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock vest pursuant to Paragraph 3(b) 2 above (as applicable), on any Vesting Date during the Company period that such modification of employment remains in effect. Vesting shall provide resume after Grantee a cash lump sum amount equal returns to the closing price work hours expected of a share full-time employee, with the appropriate number of common stock of the Company Options becoming vested as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of if the Grantee and invested had not had a reduction in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Terminationwork hours.

Effect of Certain Events. (a) If Grantee's employment with the Company is terminated prior to the Vesting Date because of death or the Grantee becoming Disabled, then the Grantee shall be immediately vested in the DSU Award and related Dividend Equivalents. Notwithstanding the distribution date set forth in Paragraph 3 above, the vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 9(p) of this Agreement, be distributed in shares of EDS Common Stock (i) in the event of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following the date of the Grantee's Separation from Service unless the Grantee is a 2008 DSU (UK) 2 Specified Employee, in which case the distribution shall be made on the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service. (b) With the exception of any Restricted Stock Units deferred stock units that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), if, prior to the following provisions shall apply. 2 (a) If Vesting Date, Grantee's employment with the Company is voluntarily or involuntarily terminated for Cause at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date then reason other than Grantee's right death or the Grantee becoming Disabled, then the deferred stock units granted pursuant to receive additional shares of Vested Stock hereunder this DSU Award and the related Dividend Equivalents shall terminate, without any payment of consideration by the Company to Grantee.. (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if Grantee's employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of death, Total Disability, or involuntary termination not for Cause then, all Restricted Stock Units covered by this Agreement shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d) below, be issued on the Date of Termination and shall immediately be freed of any restrictions regarding its sale or transferforfeited. (c) On a Change of Control prior to In the Vesting Dateevent the Committee, the Restricted Stock Units shall be immediately converted to Vested Stockin its reasonable discretion, and all such restricted stock units shall be issued on the date upon consideration of the Change facts and circumstances and any advice or recommendation of Control and shall immediately be freed of any restrictions regarding its sale or transfer. For EDS, concludes, that the avoidance of doubt, it is understood and agreed that, in Grantee violated the event of a Change of Control, Executive shall be entitled to the same consideration with respect to the equity that vests pursuant to this Paragraph 3(c) as any other holder of common stock of the Company. (d) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if GranteePlan's employment with the Company is terminated by reason of Grantee's Total Disability or involuntary termination not for Cause, then: (1) subject to subparagraph (2) belownon-compete, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) above (as applicable), the Company shall provide Grantee a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "atand/or non-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as solicitation provisions within one year of the date any deferred stock units and related Dividend Equivalents vest under Paragraph 3 of this DSU Award, Grantee shall forfeit such terminationdeferred stock units and related Dividend Equivalents that vested during the one year period preceding the violation, or if distributed, require the plan is not sufficient for benefit liabilities (within Grantee to reimburse EDS in the meaning of Section 4041 amount of the Employee Retirement Income Security Act distribution (notwithstanding the fact that such deferred stock units have become vested pursuant to Paragraphs 3 or 4 of 1974, as amendedthis Agreement). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination.

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant to the terms of GranteeG▇▇▇▇▇▇'s current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. 2008 TRSU (Executive) 2 (a) If Grantee's employment Grantee is separated from service with the Company is involuntarily terminated because of Grantee's voluntary termination for any reason prior to age 62, involuntary termination without Cause prior to age 62, or involuntary termination for Cause, at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date Date, then Granteeall unvested Restricted Stock Units granted herein and G▇▇▇▇▇▇'s right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee... (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if Grantee's employment If Grantee is separated from service with the Company is terminated at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of deathGrantee's voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, then a pro rata amount of the unvested Restricted Stock Units granted herein shall become Vested Stock, where the pro rata amount will be determined by multiplying the total number of Restricted Stock Units granted herein by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the Date of Grant and G▇▇▇▇▇▇'s Date of Termination, and the denominator being 36, and then reducing the resulting number by the number of Restricted Stock Units in which Grantee became vested prior to the Date of Termination. The Vested Stock shall, subject to Paragraph 3(e) below, be issued on Grantee's Date of Termination. (c) If Grantee is separated from service with the Company at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because of Grantee's death or Total Disability, or involuntary termination not for Cause then, then all unvested Restricted Stock Units covered by this Agreement granted herein shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d3(e) below, be issued on the Grantee's Date of Termination and shall immediately be freed of any restrictions regarding its sale or transferTermination. (cd) On In the event a Change of Control occurs at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, as of the date of such Change of Control, all unvested Restricted Stock Units granted herein shall be considered to become immediately earned ("Earned Award") and shall be converted to Vested Stocksuch consideration as the Committee deems appropriate (e.g., cash or equity in the purchaser or successor) having an aggregate fair market value equal to the aggregate Fair Market Value (as defined in Section 3 of the Plan) of the unvested Restricted Stock Units as of the date of such Change of Control. (1) Except as provided in subparagraphs (d)(3) and all such restricted stock units (4) below, a pro-rata portion of the Earned Award shall be issued on or paid, as applicable, to Grantee within five days after each Annual Vesting Date (where the date pro-rata portion is determined by multiplying the Earned Award by a fraction, the numerator or which is 1 and the denominator being the number of Annual Vesting Dates occurring after the Change of Control). (2) Except as provided in subparagraphs (d)(3) and (4) below, one hundred percent (100%) of the Earned Award shall be issued or paid, as applicable, to Grantee no later than five days after the third Annual Vesting Date following the Date of Grant. 2008 TRSU (Executive) 3 (3) If, after the Change of Control and shall immediately be freed of but prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, Grantee is separated from service with the Company, or any restrictions regarding its sale purchaser or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled successor to the same consideration Company, because of Grantee's voluntary termination for any reason prior to age 62 or involuntary termination with respect Cause (as hereinafter defined), then G▇▇▇▇▇▇'s right to the equity that vests pursuant to this Paragraph 3(c) as receive any other holder of common stock remaining portion of the CompanyEarned Award that has not been issued or paid, as applicable, shall terminate, without any payment of consideration to Grantee. (d4) If, after the Change of Control but prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date, Grantee is separated from service with the Company, or any purchaser or successor to the Company, because of G▇▇▇▇▇▇'s voluntary resignation on or after attaining the age of 62, because of G▇▇▇▇▇▇'s death or Total Disability, or because of G▇▇▇▇▇▇'s involuntary termination without Cause, then any remaining portion of the Earned Award, shall, subject to Paragraph 3(e) below, be issued or paid, as applicable, to Grantee on Grantee's Date of Termination. (e) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if Grantee's employment (i) Grantee is separated from service with the Company by reason of G▇▇▇▇▇▇'s voluntary resignation or involuntary termination without Cause, on or after attaining the age of 62, as provided in Paragraph 3(b) above, (ii) Grantee is terminated separated from service with the Company by reason of Grantee's Total Disability as provided in Paragraph 3(c) above, or (iii) after a Change of Control, Grantee is separated from service with the Company, or any purchaser or successor to the Company, because of G▇▇▇▇▇▇'s voluntary resignation on or after attaining the age of 62, because of Grantee's Total Disability, or because of G▇▇▇▇▇▇'s involuntary termination not for without Cause, then: (1) subject to subparagraph (23) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) or (c) above (as applicable)) as a result of Grantee's separation from service, the Company shall provide Grantee a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company Company, on the Date of Termination Termination, to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; (2) subject to subparagraph (3) below, any remaining cash portion of the Earned Award that has not been paid, or a cash lump sum amount equal to the fair market value of any remaining portion of the Earned Award that has not been issued (if the Earned Award was converted to equity, as provided for in Paragraph 3(d) above, in which case the fair market value shall be determined based on the closing price of common stock of the company issuing the equity as reported on the New York Stock Exchange or other established securities market on the last trading day immediately prior to the Date of Termination), will be paid by the Company, on the Date of Termination, to the Trust for the benefit of the Grantee and invested in the trustee's Evergreen 2008 TRSU (Executive) 4 Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (23) notwithstanding anything in this Paragraph 3(d3(e) to the contrary, none of the amounts described in subparagraph subparagraphs (1) or (2) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date date of Termination termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph subparagraphs (1) or (2) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2409A(b), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of TerminationSeparation.

Effect of Certain Events. With (a) If Grantee's employment with the exception of any Restricted Stock Units that may vest pursuant Company is terminated prior to the terms Vesting Date because of Grantee's current Executive Severance Benefit Agreement death or Change the Grantee becoming Disabled, then the Grantee shall be immediately vested in a pro rata amount of Control Employment Agreement the DSU Award and related Dividend Equivalents determined by multiplying the DSU Award and Dividend Equivalents credited on the DSU Award by a percentage (or pursuant not to the terms of any successor severance or change of control agreementsexceed 100% and not less than 50%), the numerator of which shall be the number of complete months between the Date of Grant and the date of the applicable event, and the denominator being thirty-six (36) months. Notwithstanding the distribution date set forth in Paragraph 3 above, the vested DSU Award and related Dividend Equivalents shall, subject to Paragraph 9(p) of this Agreement, be distributed in shares of EDS Common Stock (i) in the event of the Grantee's death, on the first day of the calendar month after the Grantee's date of death, or (ii) in the event the Grantee's employment with the Company is terminated due to the Grantee becoming Disabled, on the first day of the calendar month following provisions the date of the Grantee's Separation from Service unless the Grantee is a Specified Employee, in which case the distribution shall apply. 2be made on the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service. (ab) If Grantee's employment with the Company is involuntarily terminated (not for Cause) anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "good reason" anytime prior to the Vesting Date, or Grantee's employment with the Company is voluntarily terminated for "any reason" beginning six months after commencement of employment of a new Chief Executive Officer of the Company (excluding the Grantee) and prior to the Vesting Date, then the deferred stock units granted pursuant to this DSU Award and related Dividend Equivalents will vest immediately. Once vested, the DSU Award and related Dividend Equivalents on the DSU Award shall, subject to Paragraph 9(p) of this Agreement, be distributed in shares of EDS Common Stock on (i) January 31 in the year following the date of the Grantee's Separation from Service, or (ii) the first day of the month following the expiration of six complete calendar months following the date of the Grantee's Separation from Service, whichever occurs later. For purposes of this agreement, "good reason" is defined as (i) Grantee is no longer the Chief Operating Officer of the Company, or (ii) the Company requires the Grantee to be based at any office or location that is more than 50 miles from Grantee's then current principal work location without the Grantee's consent, or (iii) Company reduces Grantee's base salary and/or annual target bonus as a percentage of base salary without Grantee's consent, except in the event of a reduction in such compensation generally applicable to all similarly situated executives, in which case Grantee is treated no less favorably than similarly situated executives. Good reason shall not be considered to have occurred unless Grantee first provides Company with written notice alleging good reason exists for Grantee to terminate his employment and Company has failed to remedy such condition within 30 days after receipt of such written notice. (c) If Grantee's employment with the Company is involuntarily terminated for Cause at any time prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date then Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee.. (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if or Grantee's employment with the Company is voluntarily terminated (other than for "good reason") prior to 5:00 P.M., Plano, Texas time, on the third Annual Vesting Date because sixth month anniversary of death, Total Disability, or involuntary termination not for Cause then, all Restricted Stock Units covered by this Agreement shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d) below, be issued on the Date commencement of Termination employment of a new Chief Executive Officer of the Company and shall immediately be freed of any restrictions regarding its sale or transfer. (c) On a Change of Control prior to the Vesting Date, then the Restricted Stock Units shall be immediately converted to Vested Stock, and all such restricted deferred stock units shall be issued on the date of the Change of Control and shall immediately be freed of any restrictions regarding its sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the same consideration with respect to the equity that vests granted pursuant to this Paragraph 3(c) as any other holder of common stock of DSU Award and the Companyrelated Dividend Equivalents shall be forfeited. (d) IfIn the event the Committee, on the Date of Terminationin its reasonable discretion, Grantee is a Specified Employee (as such term is defined and determined under the terms upon consideration of the EDS Benefit Restoration Plan facts and circumstances and any advice or successor plan(s)) and if Granteerecommendation of EDS, concludes, that the Grantee violated the Plan's employment with the Company is terminated by reason of Grantee's Total Disability or involuntary termination not for Cause, then: (1) subject to subparagraph (2) belownon-compete, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b) above (as applicable), the Company shall provide Grantee a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "atand/or non-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as solicitation provisions within one year of the date any deferred stock units and related Dividend Equivalents vest under Paragraph 3 of this DSU Award, Grantee shall forfeit such terminationdeferred stock units and related Dividend Equivalents that vested during the one year period preceding the violation, or if distributed, require the plan is not sufficient for benefit liabilities (within Grantee to reimburse EDS in the meaning of Section 4041 amount of the Employee Retirement Income Security Act of 1974, as amendeddistribution (notwithstanding the fact that such deferred stock units have become vested pursuant to Paragraphs 3 or 4 above). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination.

Effect of Certain Events. With the exception of any Restricted Stock Units that may vest pursuant provision(s) to the terms of contrary in Grantee's current Executive Severance Benefit Agreement or separate Change of Control Employment Agreement (or pursuant that may be in effect from time-to the terms of any successor severance or change of control agreements)time, the following provisions shall apply. 2. (a) If Grantee's employment with the Company is involuntarily terminated prior to the Vesting Date for Cause at any time prior to 5:00 P.M.or by voluntary termination without the consent of the EDS Board of Directors, Plano, Texas time, on then the third Annual Vesting Date then Performance RSU Award and Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee... (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if If Grantee's employment with the Company is terminated prior to 5:00 P.M.the Vesting Date by voluntary termination with the consent of the EDS Board of Directors, Plano, Texas time, then the Grantee shall be eligible to receive the number of restricted stock units that would otherwise vest on the third Annual Vesting Date based on the Company's performance during the performance period pursuant to Paragraph 2 above as if Grantee had remained employed by the Company on the Vesting Date. (c) If Grantee's employment with the Company is terminated prior to the Vesting Date because of death, death or Total Disability, or involuntary termination then a pro rata amount of the Performance RSU Target Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, which will be determined by multiplying the Performance RSU Target Award by a fraction (not for Cause thento exceed 1.0), all Restricted Stock Units covered by this Agreement the numerator of which shall become Vested Stockbe the number of complete months between the first day of the Performance Period and the date of the applicable separation event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall, subject to Paragraph 3(d3(f) below, be issued on the Date of Termination Termination, and the requisite holding period as described in Paragraph 2(f) above shall immediately be freed of any restrictions regarding its sale or transferwaived. (cd) If Grantee's employment with the Company is involuntarily terminated (other than for Cause) prior to the Vesting Date, then a pro rata amount of the Performance RSU Target Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date which will be determined by multiplying the total number of restricted stock units otherwise determined pursuant to Paragraph 2 above by a fraction (not to exceed 1.0), the numerator of which shall be the number of complete months between the first day of the Performance Period and the date of the applicable separation event, and the denominator being the total number of months during the Performance Period. (e) On a Change of Control prior to the Vesting Date, the Restricted Stock Units shall be immediately converted to Vested Stock, and all such restricted stock units shall be issued on the date of the Grantee's separate Change of Control and Employment Agreement shall immediately be freed of any restrictions regarding its sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the same consideration govern with respect to determining the equity that vests pursuant to this Paragraph 3(c) as any other holder effect of common stock such Change of Control on the CompanyPerformance RSU Target Award made hereunder. (df) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if Grantee's employment with the Company is terminated by reason because of Grantee's Total Disability or involuntary termination not for Cause, thenas provided in Paragraph 3(c) above: (1) subject to subparagraph (2) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(b3(c) above (as applicable)above, the Company shall provide Grantee a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d3(f) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination.

Effect of Certain Events. (a) With the exception of any Restricted Stock Units that may vest to Grantee pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. 2 (a) If if Grantee's employment with the Company is involuntarily terminated for Cause at any time prior to 5:00 P.M., Plano, Texas time, on the third fourth Annual Vesting Date for any reason (including without limitation a voluntary or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining age of 62, then the Restricted Stock Units and Grantee's right to receive additional shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee.., unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) Notwithstanding anything to the contrary in Grantee's current Executive Severance Benefit Agreement, if If Grantee's employment with the Company is terminated prior to 5:00 P.M., Plano, Texas time, on the third fourth Annual Vesting Date because of death, Total DisabilityDisability (as hereinafter defined), or involuntary termination not for Cause voluntary resignation on or after attaining age of 62, then, all Restricted Stock Units covered by this Agreement shall become Vested Stock. The Vested Stock shall, subject to Paragraph 3(d) below, be issued on the Date of Termination and shall immediately be freed of any restrictions regarding its sale or transfer. (c) On a Change of Control prior to the Vesting Date, the Restricted Stock Units shall be immediately converted to Vested Stock, and all such restricted stock units shall be issued on the date of the Change of Control and shall immediately be freed of any restrictions regarding its sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the same consideration with respect to the equity that vests pursuant to this Paragraph 3(c) as any other holder of common stock of the Company. (d) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if If Grantee's employment with the Company is terminated by reason not terminated, but the scope thereof is voluntarily modified as a result of Grantee's Total Disability a leave of absence, reduction in work hours below that typically expected of a full-time employee or involuntary termination not for Causesimilar modification, then: (1) subject , unless expressly determined otherwise by the Committee in its sole discretion, the Restricted Stock Units shall cease to subparagraph (2) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock vest pursuant to Paragraph 3(b) 2 above (as applicable), on any Annual Vesting Date during the Company period that such modification of employment remains in effect. Vesting shall provide resume after Grantee a cash lump sum amount equal returns to the closing price work hours expected of a share full-time employee, with the appropriate number of common stock of the Company shares becoming vested as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, which will be paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees dated August 7, 2007 (the "Trust") for the benefit of if the Grantee and invested had not had a reduction in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(d) to the contrary, none of the amounts described in subparagraph (1) above shall be paid into the Trust but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Grantee is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk" status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the Date of Termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Terminationwork hours.