Common use of Effect of Certain Events Clause in Contracts

Effect of Certain Events. (a) If Gxxxxxx's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and Gxxxxxx's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If Gxxxxxx's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If Gxxxxxx voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (d) Following a Change of Control prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will be converted on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor to the Company be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (x) by reason of Grantee's death, Total Disability, or voluntary resignation on or after attaining age 62, or (y) by the Company or such purchaser or successor without Cause, the Earned Award shall become Vested Stock or other such consideration and shall be transferred to the Grantee, or beneficiary, as soon as administratively feasible, and the requisite holding period as described in Paragraph 2(f) above shall be waived. Notwithstanding the foregoing provisions of this Paragraph 3(d), if the Change of Control fails to satisfy the requirements of a change of control under guidance issued by the Secretary of the Treasury under Section 409A of the Internal Revenue Code so that an immediate payment may not be made without violating the provisions of Section 409A, any payment or issuance to which Grantee is entitled on a Change of Control will be deferred to after the end of the Performance Period.

Effect of Certain Events. (a) If Gxxxxxx's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to Cause or by voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining without the age consent of 62the EDS Board of Directors, then the Performance RSU Award and Gxxxxxx's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If Mxxxxxx X. Xxxxxx'x replacement as Chief Executive Officer has been designated by the EDS Board of Directors and Gxxxxxx's employment with the Company is terminated prior to the Vesting Date because of involuntary termination (other than for Cause) or voluntary termination with the EDS Board of Directors' consent, then the Grantee shall be eligible to receive the number of restricted stock units that vest on the Vesting Date based on the Company's performance during the performance period pursuant to Paragraph 2 above. (c) If Gxxxxxx's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (cd) If Gxxxxxx voluntarily resigns If, before Mxxxxxx X. Xxxxxx'x replacement as Chief Executive Officer has been designated by the EDS Board of Directors, Gxxxxxx's employment with the Company on or after attaining the age of 62 and is involuntarily terminated (other than for Cause) prior to the Vesting DateDate or if Grantee voluntarily terminates employment with the Company prior to the Vesting Date with the consent of the EDS Board of Directors, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (de) Following In the event of a Change of Control prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") Vested Stock without regard to performance as described in Paragraph 2, with the number of restricted stock units earned vested equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will be converted on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise shall be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor to the Company be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (x) by reason of Grantee's death, Total Disability, or voluntary resignation on or after attaining age 62, or (y) by the Company or such purchaser or successor without Cause, the Earned Award shall become Vested Stock or other such consideration and shall be transferred to the Grantee, or beneficiary, as soon as administratively feasiblepracticable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. Notwithstanding the foregoing provisions of this Paragraph 3(d3(e), if the Change of Control fails to satisfy the requirements of a change of in control under guidance issued by the Secretary of the Treasury under Section 409A of the Internal Revenue Code so that an immediate payment may not be made without violating the provisions of Section 409A, any payment or issuance to which Grantee is entitled on a Change of Control will be deferred to after the end of the Performance Period. (f) Notwithstanding any provision in the Agreement to the contrary, the date on which any payment is otherwise required to be made under the Agreement will be deferred to a date that is six months after the date of Grantee's termination of employment with the Company to the extent necessary to comply with the provision of Section 409A of the Internal Revenue Code and the guidance issued by the Secretary of the Treasury under Section 409A.

Effect of Certain Events. With the exception of any provision(s) to the contrary in Grantee's separate Executive Severance Benefit Agreement or Grantee's separate Change of Control Employment Agreement that may be in effect from time-to time, the following provisions shall apply. (a) If GxxxxxxGrantee's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and GxxxxxxGrantee's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If GxxxxxxGrantee's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, 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 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. The Vested Stock shall shall, subject to Paragraph 3(e) below, be issued as soon as practicableon the Date of Termination , and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If Gxxxxxx Grantee voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU 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 multiplying such Performance RSU Award 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.. 3 (d) Following On a Change of Control prior to the Vesting Date, the Performance RSU Target Award shall be considered immediately converted to become immediately Vested Stock, and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of all such restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will shall be converted issued on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior 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 date same consideration with respect to the equity that vests pursuant to this Paragraph 3(d) as any other holder of common stock of the Company. (e) If, on which the Earned Award Date of Termination, Grantee is converted to Vested Stock or other consideration a Specified Employee (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by as such term is defined and determined under the Company or such purchaser terms of the EDS Benefit Restoration Plan or successor for Cause, then the Earned Award plan(s)) and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor is terminated because of Total Disability as provided in Paragraph 3(b) above: (1) subject to the Company subparagraph (2) below, in exchange for each and every restricted stock unit that would be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (xpursuant to Paragraph 3(b) by reason above, the Company shall provide Grantee a cash lump sum amount equal to the closing price of Grantee's deatha 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, Total Disability, or voluntary resignation on or after attaining age 62, or (y) which will be paid by the Company or such purchaser or successor without Cause, on the Earned Award shall become Vested Stock or other such consideration and shall be transferred Date of Termination to the GranteeEDS 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 beneficiarya substantially equivalent money market mutual fund). Such lump sum payment to the Trust, as soon as administratively feasibletogether 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 requisite holding period as first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(e) to the contrary, none of the amounts described in Paragraph 2(fsubparagraph (1) above shall be waived. Notwithstanding paid into the foregoing provisions 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 this Paragraph 3(dthe 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)), if (y) on the Change Date of Control fails to satisfy Termination the requirements of Company is a change of control debtor in a case under guidance issued by the Secretary Title 11 of the Treasury under Section 409A 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 Internal Revenue Code so that an immediate payment may EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not be made without violating sufficient for benefit liabilities (within the provisions meaning of Section 409A4041 of the Employee Retirement Income Security Xxx 0000, any as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment or issuance would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to which the Grantee is entitled (less applicable deductions and withholdings) on a Change of Control will be deferred to the first business day after the end six month anniversary of the Performance PeriodDate of Termination.

Effect of Certain Events. (a) If Gxxxxxx's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to Cause or by voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining without the age consent of 62the EDS Board of Directors, then the Performance RSU Award and Gxxxxxx's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If Gxxxxxx's replacement as Chief Executive Officer has been designated by the EDS Board of Directors and Gxxxxxx's employment with the Company is terminated prior to the Vesting Date because of involuntary termination (other than for Cause) or voluntary termination with the EDS Board of Directors' consent, then the Grantee shall be eligible to receive the number of restricted stock units that vest on the Vesting Date based on the Company's performance during the performance period pursuant to Paragraph 2 above. (c) If Gxxxxxx's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (cd) If Gxxxxxx voluntarily resigns If, before the Grantee's replacement as Chief Executive Officer has been designated by the EDS Board of Directors, Gxxxxxx's employment with the Company on or after attaining the age of 62 and is involuntarily terminated (other than for Cause) prior to the Vesting DateDate or if Grantee voluntarily terminates employment with the Company prior to the Vesting Date with the consent of the EDS Board of Directors, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (de) Following In the event of a Change of Control prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") Vested Stock without regard to performance as described in Paragraph 2, with the number of restricted stock units earned vested equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will be converted on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise shall be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor to the Company be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (x) by reason of Grantee's death, Total Disability, or voluntary resignation on or after attaining age 62, or (y) by the Company or such purchaser or successor without Cause, the Earned Award shall become Vested Stock or other such consideration and shall be transferred to the Grantee, or beneficiary, as soon as administratively feasiblepracticable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. Notwithstanding the foregoing provisions of this Paragraph 3(d3(e), if the Change of Control fails to satisfy the requirements of a change of in control under guidance issued by the Secretary of the Treasury under Section 409A of the Internal Revenue Code so that an immediate payment may not be made without violating the provisions of Section 409A, any payment or issuance to which Grantee is entitled on a Change of Control will be deferred to after the end of the Performance Period. (f) Notwithstanding any provision in the Agreement to the contrary, the date on which any payment is otherwise required to be made under the Agreement will be deferred to a date that is six months after the date of Grantee's termination of employment with the Company to the extent necessary to comply with the provision of Section 409A of the Internal Revenue Code and the guidance issued by the Secretary of the Treasury under Section 409A.

Effect of Certain Events. With the exception of any provision(s) to the contrary in Grantee's separate Executive Severance Benefit Agreement or Grantee's separate Change of Control Employment Agreement that may be in effect from time-to time, the following provisions shall apply. (a) If GxxxxxxGrantee's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and GxxxxxxGrantee's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If GxxxxxxGrantee's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, 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 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. The Vested Stock shall shall, subject to Paragraph 3(e) below, be issued as soon as practicableon the Date of Termination, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If Gxxxxxx Grantee voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU 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 multiplying such Performance RSU Award 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. (d) Following If Grantee is not subject to a separate "change of control" agreement between Grantee and the Company in effect at the time of such Change of Control, then in the event such Change of Control occurs prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 22 above (subject to the conditions in this Paragraph 3(d)), with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will be converted on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than equal to the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If GxxxxxxIf, after a Change of Control but prior to the date on which the Earned Award is converted to Vested Stock or other consideration, Grantee's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and GxxxxxxGrantee's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor to the Company be terminated following the If, after a Change of Control and but prior to the date on which the Earned Award is converted to Vested Stock or other consideration consideration, Grantee's employment with the Company or any purchaser or successor to the Company is terminated (x) by reason of Grantee's death, Total Disability, or voluntary resignation on or after attaining age 62, or (y) by the Company or such purchaser or successor without Cause, the Earned Award shall become Vested Stock or other such consideration and shall shall, subject to Paragraph 3(e) below, be transferred to the Grantee, or beneficiaryto Grantee's Beneficiary, as soon as administratively feasibleon the Date of Termination, and the requisite holding period as described in Paragraph 2(f) above shall be waived. Notwithstanding . (e) If, on the foregoing provisions Date of this Paragraph 3(d)Termination, if Grantee is a Specified Employee (as such term is defined and determined under the Change of Control fails to satisfy the requirements of a change of control under guidance issued by the Secretary terms of the Treasury under Section 409A EDS Benefit Restoration Plan or successor plan(s)) and if (i) Grantee's employment with the Company is terminated by reason of the Internal Revenue Code so that an immediate payment may not be made without violating the provisions of Section 409AGrantee's Total Disability as provided in Paragraph 3(b) above, any payment or issuance to which Grantee is entitled on (ii) after a Change of Control but prior to the date on which the Earned Award is converted to Vested Stock or other consideration, Grantee's employment with the Company, or any purchaser or successor to the Company, is terminated (x) by reason of Grantee's Total Disability or voluntary resignation on or after attaining age 62 or (y) by the Company or such purchaser or successor without 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) or 3(d) 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 deferred paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum 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 end six month anniversary of the Performance PeriodDate of Termination; and (2) notwithstanding anything in this Paragraph 3(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 of Termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to the Grantee (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination.

Effect of Certain Events. (a) If GxxxxxxGrantee's employment with the Company is involuntarily terminated at any time prior to the Vesting Date for any reason (including without limitation due to Cause or by voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining without the age consent of 62the EDS Board of Directors, then the Performance RSU Award and GxxxxxxGrantee's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If GxxxxxxGrantee's employment with the Company is terminated prior to the Vesting Date by voluntary termination with the consent of the EDS Board of Directors, then the Grantee shall be eligible to receive the number of restricted stock units that vest on the Vesting Date based on the Company's performance during the performance period pursuant to Paragraph 2 above. (c) If Grantee's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall shall, subject to Paragraph 3(f) below, be issued as soon as practicableon the Date of Termination, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (cd) If Gxxxxxx voluntarily resigns Grantee's employment with the Company on or after attaining the age of 62 and is involuntarily terminated (other than for Cause) prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (de) Following On a Change of Control prior to the Vesting Date, the Performance RSU Target Award shall be considered immediately converted to become immediately Vested Stock and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of all such restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will shall be converted issued on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior 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 date same consideration with respect to the equity that vests pursuant to this Paragraph 3(e) as any other holder of common stock of the Company. (f) If, on which the Earned Award Date of Termination, Grantee is converted to Vested Stock or other consideration a Specified Employee (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by as such term is defined and determined under the Company or such purchaser terms of the EDS Benefit Restoration Plan or successor for Cause, then the Earned Award plan(s)) and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor is terminated because of Total Disability as provided in Paragraph 3(c) above: (1) subject to the Company subparagraph (2) below, in exchange for each and every restricted stock unit that would be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (xpursuant to Paragraph 3(c) by reason above, the Company shall provide Grantee a cash lump sum amount equal to the closing price of Grantee's deatha 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, Total Disability, or voluntary resignation on or after attaining age 62, or (y) which will be paid by the Company or such purchaser or successor without Cause, on the Earned Award shall become Vested Stock or other such consideration and shall be transferred Date of Termination to the GranteeEDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, or beneficiarytogether with any earnings on such payment while being held by the Trust, as soon as administratively feasiblewill 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(f) to the contrary, and none of the requisite holding period as amounts described in Paragraph 2(fsubparagraph (1) above shall be waived. Notwithstanding paid into the foregoing provisions 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 this Paragraph 3(dthe 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)), if (y) on the Change Date of Control fails to satisfy Termination the requirements of Company is a change of control debtor in a case under guidance issued by the Secretary Title 11 of the Treasury under Section 409A 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 Internal Revenue Code so that an immediate payment may EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not be made without violating sufficient for benefit liabilities (within the provisions meaning of Section 409A4041 of the Employee Retirement Income Security Act of 1974, any as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment or issuance would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to which the Grantee is entitled (less applicable deductions and withholdings) on a Change of Control will be deferred to the first business day after the end six month anniversary of the Performance PeriodDate of Termination.

Effect of Certain Events. With the exception of any Performance RSUs that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. (a) If Gxxxxxx's employment Grantee is separated from service with the Company is terminated at any time prior to the Vesting Date because of Grantee's voluntary termination for any reason (including prior to age 62, involuntary termination without limitation due Cause prior to voluntary termination age 62, or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62termination for Cause, then the Performance RSU Award and GxxxxxxXxxxxxx's right to receive 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.. 2008 PRSU (Executive) 3 (b) If Gxxxxxx's employment Grantee is separated from service with the Company is terminated prior to the Vesting Date because of death Xxxxxxx's voluntary resignation or Total Disabilityinvoluntary termination without Cause, on or after attaining the age of 62, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 aboveon the Vesting Date, where the pro rata amount will be determined by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If Gxxxxxx voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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. (c) If Grantee is separated from service with the Company prior to the Vesting Date because of Xxxxxxx's death or Total Disability, then 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. The Vested Stock shall, subject to Paragraph 3(e) below, be issued on Grantee's Date of Termination. (d) Following In the event a Change of Control occurs prior to the Vesting Date, the Performance RSU Target Award shall be considered to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will shall be converted on the Vesting Date (or to such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation e.g., cash or a number of shares of stock of or other units of equity of any in the purchaser or successor to the Company in the Change of Controlsuccessor) having an aggregate fair market value that is not less than equal to the aggregate fair market value Fair Market Value (as defined in Section 3 of the Vested Stock that would otherwise Plan) of the Performance RSU Target Award as of the date of such Change of Control. (1) Except as provided in subparagraphs (d)(2) and (3) below, the Earned Award shall be issued or paid, as applicable, to GranteeGrantee within five days after the Vesting Date. (2) If, and after the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment Change of Control but prior to the Vesting Date, Grantee is separated from service with the Company, or any purchaser or successor to the Company is terminated following Company, because of Xxxxxxx's voluntary termination for any reason prior to age 62 or involuntary termination with Cause (as hereinafter defined), then Xxxxxxx's right to receive the Earned Award shall terminate, without any payment of consideration to Grantee. (3) If, after the Change of Control and but prior to the date on which the Earned Award Vesting Date, Grantee is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment separated from service with the Company Company, or any purchaser or successor to the Company be terminated following the Change Company, because of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (x) by reason of GranteeXxxxxxx's death, Total Disability, or voluntary resignation on or after attaining the age of 62, because of Xxxxxxx's death or Total Disability, or because of Xxxxxxx's involuntary termination without Cause, then the Earned Award shall, subject to Paragraph 3(e) below, be issued or paid, as applicable, to Grantee on Grantee's Date of Termination. (e) If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)) and if (i) Grantee is separated from service with the Company by reason of Grantee's Total Disability as provided in Paragraph 3(c) above, or (yii) by after a Change of Control but prior to the Company Vesting Date, Grantee is separated from service with the Company, or such any purchaser or successor to the Company, because of Xxxxxxx's voluntary resignation on or after attaining the age of 62, because of Grantee's Total Disability, or because of Grantee's involuntary termination without Cause, then: 2008 PRSU (Executive) 4 (1) subject to subparagraph (3) below, in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(c) above as a result of Grantee's separation from service, a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, will be paid by the Company, on the Date of Termination, to the EDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum 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, the Earned Award (if in cash) or a cash lump sum amount equal to the fair market value of Earned Award (if the Earned Award was converted to equity, as provided for in Paragraph 3(d) above, in which case the fair market value shall become Vested 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 such consideration and shall be transferred established securities market on the last trading day immediately prior to the GranteeDate 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 Institutional Money Market Fund (or beneficiarya substantially equivalent money market mutual fund). Such lump sum payment to the Trust, as soon as administratively feasibletogether 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 requisite holding period as first business day after the six month anniversary of the Date of Termination; and (3) notwithstanding anything in this Paragraph 3(e) to the contrary, none of the amounts described in Paragraph 2(fsubparagraphs (1) or (2) above shall be waived. Notwithstanding paid into the foregoing provisions 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 this Paragraph 3(dthe 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)), if (y) on the Change Date of Control fails to satisfy Termination the requirements of Company is a change of control debtor in a case under guidance issued by the Secretary Title 11 of the Treasury under Section 409A 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 Internal Revenue EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of section 4041 of the Employee Retirement Income Security Act of 1974, as amended). In addition, none of the amounts described in subparagraphs (1) or (2) above shall be paid into the Trust if such payment would violate the restriction under Code so that an immediate payment may not Section 409A(b), but instead such amounts shall be made without violating paid by EDS to Grantee (less applicable deductions and withholdings) on the provisions of Section 409A, any payment or issuance to which Grantee is entitled on a Change of Control will be deferred to first business day after the end six month anniversary of the Performance Period.Date of Separation. 2008 PRSU (Executive) 5

Effect of Certain Events. With the exception of any provision(s) to the contrary in Grantee's separate Change of Control Employment Agreement that may be in effect from time-to time, the following provisions shall apply. (a) If GxxxxxxGrantee's employment with the Company is involuntarily terminated at any time prior to the Vesting Date for any reason (including without limitation due to Cause or by voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining without the age consent of 62the EDS Board of Directors, then the Performance RSU Award and GxxxxxxGrantee's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If GxxxxxxGrantee's employment with the Company is terminated prior to the Vesting Date by voluntary termination with the consent of the EDS Board of Directors, then the Grantee shall be eligible to receive the number of restricted stock units that would otherwise vest on the 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 or Total Disability, 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 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. The Vested Stock shall shall, subject to Paragraph 3(f) below, be issued as soon as practicableon the Date of Termination, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (cd) If Gxxxxxx voluntarily resigns Grantee's employment with the Company on or after attaining the age of 62 and 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 multiplying such Performance RSU Award 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. (de) Following On a Change of Control prior to the Vesting Date, the Performance RSU Award Grantee's separate Change of Control Employment Agreement shall be considered govern with respect to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with determining the number effect of restricted stock units earned equal to the greater such Change of (i) Control on the Performance RSU Target Award or made hereunder. (iif) an award If, on the Date of Termination, Grantee is a Specified Employee (as such term is defined and determined by under the terms of the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will be converted on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser Benefit Restoration Plan or successor to the Company in the Change of Controlplan(s)) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor is terminated because of Total Disability as provided in Paragraph 3(c) above: (1) subject to the Company subparagraph (2) below, in exchange for each and every restricted stock unit that would be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (xpursuant to Paragraph 3(c) by reason above, the Company shall provide Grantee a cash lump sum amount equal to the closing price of Grantee's deatha 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, Total Disability, or voluntary resignation on or after attaining age 62, or (y) which will be paid by the Company or such purchaser or successor without Cause, on the Earned Award shall become Vested Stock or other such consideration and shall be transferred Date of Termination to the GranteeEDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, or beneficiarytogether with any earnings on such payment while being held by the Trust, as soon as administratively feasiblewill 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(f) to the contrary, and none of the requisite holding period as amounts described in Paragraph 2(fsubparagraph (1) above shall be waived. Notwithstanding paid into the foregoing provisions 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 this Paragraph 3(dthe 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)), if (y) on the Change Date of Control fails to satisfy Termination the requirements of Company is a change of control debtor in a case under guidance issued by the Secretary Title 11 of the Treasury under Section 409A 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 Internal Revenue Code so that an immediate payment may EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not be made without violating sufficient for benefit liabilities (within the provisions meaning of Section 409A4041 of the Employee Retirement Income Security Act of 1974, any as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment or issuance would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to which the Grantee is entitled (less applicable deductions and withholdings) on a Change of Control will be deferred to the first business day after the end six month anniversary of the Performance PeriodDate of Termination.

Effect of Certain Events. (a) If GxxxxxxGrantee's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and GxxxxxxGrantee's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If GxxxxxxGrantee's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall shall, subject to Paragraph 3(e) below, be issued as soon as practicableon the Date of Termination, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If Gxxxxxx Grantee voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (d) Following On a Change of Control prior to the Vesting Date, the Performance RSU Target Award shall be considered immediately converted to become immediately Vested Stock and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of all such restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will shall be converted issued on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior 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 date same consideration with respect to the equity that vests pursuant to this Paragraph 3(d) as any other holder of common stock of the Company. (e) If, on which the Earned Award Date of Termination, Grantee is converted to Vested Stock or other consideration a Specified Employee (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by as such term is defined and determined under the Company or such purchaser terms of the EDS Benefit Restoration Plan or successor for Cause, then the Earned Award plan(s)) and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor is terminated because of Total Disability as provided in Paragraph 3(b) above: (1) subject to the Company subparagraph (2) below, in exchange for each and every restricted stock unit that would be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (xpursuant to Paragraph 3(b) by reason above, the Company shall provide Grantee a cash lump sum amount equal to the closing price of Grantee's deatha 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, Total Disability, or voluntary resignation on or after attaining age 62, or (y) which will be paid by the Company or such purchaser or successor without Cause, on the Earned Award shall become Vested Stock or other such consideration and shall be transferred Date of Termination to the GranteeEDS 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 beneficiarya substantially equivalent money market mutual fund). Such lump sum payment to the Trust, as soon as administratively feasibletogether 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 requisite holding period as first business day after the six month anniversary of the Date of Termination; and (2) notwithstanding anything in this Paragraph 3(e) to the contrary, none of the amounts described in Paragraph 2(fsubparagraph (1) above shall be waived. Notwithstanding paid into the foregoing provisions 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 this Paragraph 3(dthe 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)), if (y) on the Change Date of Control fails to satisfy Termination the requirements of Company is a change of control debtor in a case under guidance issued by the Secretary Title 11 of the Treasury under Section 409A 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 Internal Revenue Code so that an immediate payment may EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not be made without violating sufficient for benefit liabilities (within the provisions meaning of Section 409A4041 of the Employee Retirement Income Security Act of 1974, any as amended). In addition, none of the amounts described in subparagraph (1) above shall be paid into the Trust if such payment or issuance would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to which the Grantee is entitled (less applicable deductions and withholdings) on a Change of Control will be deferred to the first business day after the end six month anniversary of the Performance PeriodDate of Termination.

Effect of Certain Events. (a) If Gxxxxxx's employment with the Company is involuntarily terminated at any time prior to the Vesting Date for any reason (including without limitation due to Cause or by voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining without the age consent of 62the EDS Board of Directors, then the Performance RSU Award and Gxxxxxx's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If Gxxxxxx's employment with the Company is terminated prior to the Vesting Date by voluntary termination with the consent of the EDS Board of Directors, then the Grantee shall be eligible to receive the number of restricted stock units that vest on the Vesting Date based on the Company's performance during the performance period pursuant to Paragraph 2 above. (c) If Gxxxxxx's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (cd) If Gxxxxxx voluntarily resigns Gxxxxxx's employment with the Company on or after attaining the age of 62 and is involuntarily terminated (other than for Cause) prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (de) Following In the event of a Change of Control prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") Vested Stock without regard to performance as described in Paragraph 2, with the number of restricted stock units earned vested equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will be converted on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise shall be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor to the Company be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (x) by reason of Grantee's death, Total Disability, or voluntary resignation on or after attaining age 62, or (y) by the Company or such purchaser or successor without Cause, the Earned Award shall become Vested Stock or other such consideration and shall be transferred to the Grantee, or beneficiary, as soon as administratively feasiblepracticable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. Notwithstanding the foregoing provisions of this Paragraph 3(d3(e), if the Change of Control fails to satisfy the requirements of a change of in control under guidance issued by the Secretary of the Treasury under Section 409A of the Internal Revenue Code so that an immediate payment may not be made without violating the provisions of Section 409A, any payment or issuance to which Grantee is entitled on a Change of Control will be deferred to after the end of the Performance Period. (f) Notwithstanding any provision in the Agreement to the contrary, the date on which any payment is otherwise required to be made under the Agreement will be deferred to a date that is six months after the date of Grantee's termination of employment with the Company to the extent necessary to comply with the provision of Section 409A of the Internal Revenue Code and the guidance issued by the Secretary of the Treasury under Section 409A.

Effect of Certain Events. (a) If GxxxxxxGrantee's employment with the Company is terminated at any time prior to the Vesting Date for any reason (including without limitation due to voluntary termination or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and GxxxxxxGrantee's right to receive shares of Vested Stock hereunder shall terminate, without any payment of consideration by the Company to Grantee, unless expressly determined otherwise by the Committee, in its sole, absolute and unfettered discretion. (b) If GxxxxxxGrantee's employment with the Company is terminated prior to the Vesting Date because of death or Total Disability, then a pro rata amount of the Performance RSU Award shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 above, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall shall, subject to Paragraph 3(e) below, be issued as soon as practicableon the Date of Termination, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If Gxxxxxx Grantee voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (d) Following a Change of Control prior to the Vesting Date, the Performance RSU Award shall be considered to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will be converted on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than equal to the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If GxxxxxxIf, after a Change of Control but prior to the date on which the Earned Award is converted to Vested Stock or other consideration, Grantee's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and GxxxxxxGrantee's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment with the Company or any purchaser or successor to the Company be terminated following the If, after a Change of Control and but prior to the date on which the Earned Award is converted to Vested Stock or other consideration consideration, Grantee's employment with the Company or any purchaser or successor to the Company is terminated (x) by reason of Grantee's death, Total Disability, or voluntary resignation on or after attaining age 62, or (y) by the Company or such purchaser or successor without Cause, the Earned Award shall become Vested Stock or other such consideration and shall shall, subject to Paragraph 3(e) below, be transferred to the Grantee, or to Grantee's beneficiary, as soon as administratively feasibleon the Date of Termination, , and the requisite holding period as described in Paragraph 2(f) above shall be waived. Notwithstanding . (e) If, on the foregoing provisions Date of this Paragraph 3(d)Termination, if Grantee is a Specified Employee (as such term is defined and determined under the Change of Control fails to satisfy the requirements of a change of control under guidance issued by the Secretary terms of the Treasury under Section 409A EDS Benefit Restoration Plan or successor plan(s)) and if (i) Grantee's employment with the Company is terminated by reason of the Internal Revenue Code so that an immediate payment may not be made without violating the provisions of Section 409AGrantee's Total Disability as provided in Paragraph 3(b) above, any payment or issuance to which Grantee is entitled on (ii) after a Change of Control but prior to the date on which the Earned Award is converted to Vested Stock or other consideration, Grantee's employment with the Company, or any purchaser or successor to the Company, is terminated (x) by reason of Grantee's Total Disability or voluntary resignation on or after attaining age 62 or (y) by the Company or such purchaser or successor without 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) or 3(d) 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 deferred paid by the Company on the Date of Termination to the EDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum 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 end six month anniversary of the Performance PeriodDate of Termination; and (2) notwithstanding anything in this Paragraph 3(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 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 the exception of any Performance RSUs that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. (a) If Gxxxxxx's employment Grantee is separated from service with the Company is terminated at any time prior to the Vesting Date because of Grantee's voluntary termination for any reason (including prior to age 62, involuntary termination without limitation due Cause prior to voluntary termination age 62, or involuntary termination) other than death, Total Disability, or voluntary resignation on or after attaining the age of 62termination for Cause, then the Performance RSU Award and GxxxxxxGrantee's right to receive 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.. 2008 PRSU (Executive) 3 (b) If Gxxxxxx's employment Grantee is separated from service with the Company is terminated prior to the Vesting Date because of death Grantee's voluntary resignation or Total Disabilityinvoluntary termination without Cause, on or after attaining the age of 62, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall be considered to become immediately and unconditionally Vested Stock without regard to performance as described in Paragraph 2 aboveon the Vesting Date, where the pro rata amount will be determined by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. (c) If Gxxxxxx voluntarily resigns employment with the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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. (c) If Grantee is separated from service with the Company prior to the Vesting Date because of Grantee's death or Total Disability, then 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. The Vested Stock shall, subject to Paragraph 3(e) below, be issued on Grantee's Date of Termination. (d) Following In the event a Change of Control occurs prior to the Vesting Date, the Performance RSU Target Award shall be considered immediately converted to become immediately Vested Stock, and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will all such Vested Stock shall be converted issued on the Vesting Date (or such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation cash or a number of shares of stock of or other units of equity of any purchaser or successor to the Company in the Change of Control) having an aggregate fair market value that is not less than the aggregate fair market value of the Vested Stock that would otherwise be issued to Grantee, and the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment with the Company, or any purchaser or successor to the Company is terminated following the Change of Control and prior shall immediately be freed of any restrictions regarding their sale or transfer. For the avoidance of doubt, it is understood and agreed that, in the event of a Change of Control, Executive shall be entitled to the date same consideration with respect to the equity that vests pursuant to this Paragraph 3(d) as any other holder of common stock of the Company. (e) If, on which the Earned Award Date of Termination, Grantee is converted to Vested Stock or other consideration a Specified Employee (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by as such term is defined and determined under the Company or such purchaser terms of the EDS Benefit Restoration Plan or successor for Cause, then the Earned Award plan(s)) and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment if Grantee is separated from service with the Company or any purchaser or successor to the Company be terminated following the Change of Control and prior to the date on which the Earned Award is converted to Vested Stock or other consideration (x) by reason of Grantee's deathTotal Disability as provided in Paragraph 3(c) above, Total Disabilitythen: (1) subject to subparagraph (2) below, or voluntary resignation in exchange for each and every restricted stock unit that would be converted to Vested Stock pursuant to Paragraph 3(c) above as a result of Grantee's separation from service, a cash lump sum amount equal to the closing price of a share of common stock of the Company as reported on or after attaining age 62the New York Stock Exchange on the last trading day immediately prior to the Date of Termination, or (y) will be paid by the Company or such purchaser or successor without CauseCompany, on the Earned Award shall become Vested Stock or other such consideration and shall be transferred Date of Termination, to the GranteeEDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of the Grantee and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund). Such lump sum payment to the Trust, or beneficiarytogether with any earnings on such payment while being held by the Trust, as soon as administratively feasiblewill 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(e) to the contrary, and none of the requisite holding period as amounts described in Paragraph 2(fsubparagraph (1) above shall be waived. Notwithstanding paid into the foregoing provisions 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 this Paragraph 3(dthe 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)), if (y) on the Change Date of Control fails to satisfy Termination the requirements of Company is a change of control debtor in a case under guidance issued by the Secretary Title 11 of the Treasury under Section 409A United States Code or similar Federal 2008 PRSU (Executive) 4 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 Internal Revenue 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 so that an immediate payment may not Section 409A(b), but instead such amounts shall be made without violating paid by EDS to Grantee (less applicable deductions and withholdings) on the provisions of Section 409A, any payment or issuance to which Grantee is entitled on a Change of Control will be deferred to first business day after the end six month anniversary of the Performance PeriodDate of Separation.

Effect of Certain Events. With the exception of any Performance RSUs that may vest pursuant to the terms of Grantee's current Executive Severance Benefit Agreement or Change of Control Employment Agreement (or pursuant to the terms of any successor severance or change of control agreements), the following provisions shall apply. (a) If Gxxxxxx's employment Grantee is separated from service with the Company is terminated at any time prior to the Vesting Date because of Grantee's voluntary or involuntary termination for any reason (including without limitation due to voluntary termination or involuntary termination) reason, other than death, Grantee's death or Total Disability, or voluntary resignation on or after attaining the age of 62, then the Performance RSU Award and GxxxxxxXxxxxxx's right to receive 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.. 2008 PRSU 3 (b) If Gxxxxxx's employment Grantee is separated from service with the Company is terminated prior to the Vesting Date because of Xxxxxxx's death or Total Disability, 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, by multiplying the Performance RSU Target Award 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 event, and the denominator being the total number of months during the Performance Period. The Vested Stock shall be issued as soon as practicable, and the requisite holding period as described in Paragraph 2(f) above shall be waivedon Xxxxxxx's separation from service. (c) If Gxxxxxx voluntarily resigns employment with In the Company on or after attaining the age of 62 and prior to the Vesting Date, then a pro rata amount of the Performance RSU Award based on the Company's achievement of the Performance Targets shall become Vested Stock on the Vesting Date pursuant to Paragraph 2 above by multiplying such Performance RSU Award 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 event, and the denominator being the total number of months during the Performance Period. (d) Following event a Change of Control occurs prior to the Vesting Date, the Performance RSU Target Award shall be considered to become immediately and unconditionally earned ("Earned Award") without regard to performance as described in Paragraph 2, with the number of restricted stock units earned equal to the greater of (i) the Performance RSU Target Award or (ii) an award determined by the EDS Compensation and Benefits Committee in connection with the Change of Control not to exceed 200% of the Performance RSU Target Award. The Earned Award will shall be converted on the Vesting Date (or to such earlier date as the Committee may determine) to Vested Stock or such other consideration as the Committee deems appropriate (including without limitation e.g., cash or a number of shares of stock of or other units of equity of any in the purchaser or successor to the Company in the Change of Controlsuccessor) having an aggregate fair market value that is not less than equal to the aggregate fair market value Fair Market Value (as defined in Section 3 of the Vested Stock that would otherwise Plan) of the Performance RSU Target Award as of the date of such Change of Control. (1) Except as provided in subparagraphs (2) and (3) below, the Earned Award shall be issued or paid, as applicable, to GranteeGrantee within five days after the Vesting Date. (2) If, and after the requisite holding period as described in Paragraph 2(f) above shall be waived. If Gxxxxxx's employment Change of Control but prior to the Vesting Date, Grantee is separated from service with the Company, or any purchaser or successor to the Company is terminated following Company, because of Xxxxxxx's voluntary termination for any reason or involuntary termination with Cause (as hereinafter defined), then Xxxxxxx's right to receive the Earned Award shall terminate, without any payment of consideration to Grantee. (3) If, after the Change of Control and but prior to the date on which the Earned Award Vesting Date, Grantee is converted to Vested Stock or other consideration (i) voluntarily by Grantee before attaining age 62 or (ii) involuntarily by the Company or such purchaser or successor for Cause, then the Earned Award and Gxxxxxx's right to receive Vested Stock or other such consideration hereunder shall terminate. Should the Grantee's employment separated from service with the Company Company, or any purchaser or successor to the Company be terminated following the Change Company, because of Control and prior to the date on which the Earned Award is converted to Vested Stock Xxxxxxx's death or other consideration (x) by reason Total Disability or because of Grantee's death, Total Disability, or voluntary resignation on or after attaining age 62, or (y) by the Company or such purchaser or successor involuntary termination without Cause, then the Earned Award shall become Vested Stock be issued or other such consideration and shall be transferred to the Grantee, or beneficiarypaid, as soon as administratively feasibleapplicable, and the requisite holding period as described in Paragraph 2(f) above shall be waived. Notwithstanding the foregoing provisions of this Paragraph 3(d), if the Change of Control fails to satisfy the requirements of a change of control under guidance issued by the Secretary of the Treasury under Section 409A of the Internal Revenue Code so that an immediate payment may not be made without violating the provisions of Section 409A, any payment or issuance to which Grantee is entitled on a Change of Control will be deferred to after the end of the Performance PeriodGrantee's separation from service.