EXHIBIT 3 VOTING AGREEMENT This VOTING AGREEMENT dated as of May 23, 2001 (this "Agreement") among ELECTRONIC DATA SYSTEMS CORPORATION, a Delaware corporation ("Parent"), EMERALD ACQUISITION CORPORATION I, an Ohio corporation and a wholly-owned...Voting Agreement • June 4th, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Ohio
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Dated as of May 23, 2001Agreement and Plan of Merger • June 4th, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Ohio
The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement (Registration Statement No. 333-62442) for the registration of certain securities, including the Securities, the Underlying Notes and the...Electronic Data Systems Corp /De/ • June 22nd, 2001 • Services-computer programming, data processing, etc. • New York
Exhibit 1.1 Electronic Data Systems Corporation Zero-Coupon Convertible Senior Notes Due October 10, 2021 Underwriting AgreementElectronic Data Systems Corp /De/ • October 11th, 2001 • Services-computer programming, data processing, etc. • New York
EXHIBIT 10(o) FIRST AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT AGREEMENT This FIRST AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT AGREEMENT is entered into as of September 25, 1996, by and among Electronic Data Systems Corporation, a Delaware...Credit Agreement • November 13th, 1996 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
andElectronic Data Systems Corp /De/ • June 6th, 2001 • Services-computer programming, data processing, etc. • New York
AGREEMENT BETWEEN ELECTRONIC DATA SYSTEMS CORPORATION AND LESTER M. ALBERTHAL, JR.Electronic Data Systems Corp /De/ • November 13th, 1998 • Services-computer programming, data processing, etc. • Texas
EXHIBIT 2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated as of May 23, 2001 (this "Agreement") between ELECTRONIC DATA SYSTEMS CORPORATION, a Delaware corporation ("Parent"), and STRUCTURAL DYNAMICS RESEARCH CORPORATION, an Ohio corporation (the...Stock Option Agreement • June 4th, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Ohio
EXHIBIT 99A 15,000,000 Shares ELECTRONIC DATA SYSTEMS CORPORATION (a Delaware corporation) Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENT ------------------Purchase Agreement • February 23rd, 2000 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
EXHIBIT 99(a) 11,500,000 SHARES ELECTRONIC DATA SYSTEMS CORPORATION (A DELAWARE CORPORATION) COMMON STOCK (PAR VALUE $0.01 PER SHARE) PURCHASE AGREEMENT ------------------Purchase Agreement • August 11th, 1998 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
EXHIBIT 3 SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE __, 2001Indenture • June 21st, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
andElectronic Data Systems Corp /De/ • June 6th, 2001 • Services-computer programming, data processing, etc. • New York
Common StockPurchase Agreement • November 1st, 2000 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
EXHIBIT 10(g) Amended and Restated Revolving Credit and Term Loan Agreement This Amended and Restated Revolving Credit and Term Loan Agreement is entered into as of September 23, 1997, by and among Electronic Data Systems Corporation, a Delaware...Electronic Data Systems Corp /De/ • November 13th, 1997 • Services-computer programming, data processing, etc. • New York
AND______________ Purchase Contract Agreement • July 2nd, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
EXHIBIT 10(n) FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT This FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT is entered into as of September 25, 1996, by and among Electronic Data Systems Corporation, a Delaware...Credit and Term Loan Agreement • November 13th, 1996 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
BETWEENThird Supplemental Indenture • October 11th, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc.
BETWEENElectronic Data Systems Corp /De/ • July 2nd, 2001 • Services-computer programming, data processing, etc. • New York
ELECTRONIC DATA SYSTEMS CORPORATION 6.0% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2003 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
EXHIBIT 7 PLEDGE AGREEMENT DATED AS OF JUNE __, 2001Pledge Agreement • June 21st, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
EXHIBIT 1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 1999 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc.
SUCCESSION AGREEMENTSuccession Agreement • March 6th, 1997 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control • March 1st, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas
This Agreement, by and between Electronic Data Systems Corporation, a Delaware Corporation, its successors and assigns (“Company”), and Charles S. Feld (“Executive”), which supersedes and replaces all Change of Control Employment Agreements previously executed between Company and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is dated as of February 1, 2007 (“Agreement”).
AGREEMENT BETWEEN ELECTRONIC DATA SYSTEMS CORPORATION AND GARY J. FERNANDESRestricted Stock Unit Agreement • March 26th, 1999 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas
WITNESSETH:Remarketing Agreement • July 2nd, 2001 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
ELECTRONIC DATA SYSTEMS CORPORATIONElectronic Data Systems Corp /De/ • April 24th, 1998 • Services-computer programming, data processing, etc.
Reference is made to the Registration Rights Agreement dated as of March 12, 1995 by and between Electronic Data Systems Corporation ("EDS") (as successor to certain rights and obligations of General Motors Corporation pursuant to the Succession Agreement dated June 7, 1996 (the "Succession Agreement")) and United States Trust Company of New York, as trustee (the "Trustee") of a trust established under the General Motors Hourly-Rate Employees Pension Plan (the "Pension Plan"), for the account of and on behalf of the Pension Plan (as amended by the Succession Agreement, the "Registration Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Agreement.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas
This Agreement, by and between Electronic Data Systems Corporation, a Delaware Corporation, its successors and assigns ("Company"), and Ronald P. Vargo ("Executive"), which supersedes and replaces all Change of Control Employment Agreements previously executed between Company and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is dated as of the date executed by Executive as indicated on the last page of this Agreement ("Agreement").
AMENDMENT TO PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [INSERT DATE OF 2005 OR 2006 PRSU AGREEMENT]Performance Rsu Award Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware
The Performance Restricted Stock Unit Award Agreement dated [insert date of 2005 or 2006 PRSU Award Agreement] ("Agreement"), by and between Electronic Data Systems Corporation, a Delaware Corporation ("EDS" or the "Company"), and [Participant Name] ("Grantee"), is modified pursuant to the terms of this Amendment dated as of the date of Grantee's signature indicated below ("Amendment").
AMENDED AND RESTATED 2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION STOCK OPTION AWARD AGREEMENT DATED FEBRUARY 13, 2008 WILLIAM THOMASNonqualified Stock Option Agreement • April 30th, 2008 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware
This grant is made pursuant to the Nonqualified Stock Option Agreement dated as of February 13, 2008, between EDS and you, which Agreement is attached hereto and made a part hereof.
AMENDED AND RESTATED 2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION PERFORMANCE RSU AWARD AGREEMENT DATED FEBRUARY 13, 2008 [NAME] Pursuant to the terms of the Amended and Restated 2003 Incentive Plan of Electronic Data Systems...Performance Rsu Award Agreement • April 30th, 2008 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware
This Performance RSU Award Agreement (herein called the "Agreement") is made and entered into effective as of February 13, 2008 (the "Date of Grant"), by and between Electronic Data Systems Corporation, a Delaware corporation ("EDS" or the "Company") and, when fully executed thereby in accordance with Paragraph 11(l) of this Agreement, the employee of EDS (or any of its subsidiaries) whose printed name is set forth on the cover and whose printed name and signature are set forth on the signature page of this Agreement ("Grantee"). Except as defined herein, capitalized terms shall have the same meaning ascribed to them under the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation, as from time to time amended (the "Plan"). To the extent that any provision of this Agreement conflicts with the express terms of the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall control and, if necessary, the applicable provisions of this Agreement sha
ELECTRONIC DATA SYSTEMS CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2003 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 30th day of June, 2003 among Electronic Data Systems Corporation, a Delaware corporation (the “Company”), Citigroup Global Markets Inc. and Banc of America Securities LLC as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed on Schedule I to the Purchase Agreement dated June 25, 2003, among the Company and the Representatives on behalf of the Initial Purchasers (the “Purchase Agreement”).
Executive Severance Benefit Agreement ("Agreement") between Robert H. Swan ("Executive") and EDSExecutive Severance Benefit Agreement • November 7th, 2005 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas
This Agreement between Electronic Data Systems Corporation ("EDS") and Robert H. Swan ("Executive) is entered into and effective as of September 30, 2005 ("Effective Date").
AMENDED AND RESTATED 2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATIONPerformance Rsu Award Agreement • March 21st, 2006 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware
This grant is made pursuant to the Performance RSU Award Agreement dated as of March 15, 2006, between EDS and you, which Agreement is attached hereto and made a part hereof.
AMENDED AND RESTATED 2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION TIME-VESTING RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 30th, 2008 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware
This Time-vesting Restricted Stock Unit Agreement (herein called the "Agreement") is made and entered into effective as of February 13, 2008 (the "Date of Grant"), by and between Electronic Data Systems Corporation, a Delaware corporation ("EDS" or the "Company") and, when fully executed thereby in accordance with Paragraph 11(l) of this Agreement, the employee of EDS (or any of its subsidiaries) whose printed name is set forth on the cover page and whose printed name and signature is set forth on the signature page of this Agreement ("Grantee"). Except as defined herein, capitalized terms shall have the same meaning ascribed to them under the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation, as from time to time amended (the "Plan"). To the extent that any provision of this Agreement conflicts with the express terms of the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall control and, if necessary, the applicable provisions of t
AMENDED AND RESTATED 2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATIONPerformance Rsu Award Agreement • March 21st, 2006 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware
This grant is made pursuant to the Performance RSU Award Agreement dated as of March 15, 2006, between EDS and you, which Agreement is attached hereto and made a part hereof.
