Exhibit 10(k)
SUCCESSION AGREEMENT
This Agreement is entered into as of June 7, 1996 by and between
General Motors Corporation, a Delaware corporation ("GM"), and Electronic Data
Systems Corporation, a Delaware corporation ("EDS"). Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the
Registration Rights Agreement, dated as of March 12, 1995 (the "Registration
Agreement") by and between GM 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.
WHEREAS, GM is currently the issuer of the securities referred to as
the "Registrable Securities" and "Class E Common Stock" in the Registration
Agreement and generally has the rights and the obligations of Issuer under the
Registration Agreement;
WHEREAS, in connection with the Split-Off of GM from EDS (the "Split-
Off"), each outstanding share of Class E Common Stock shall be converted into
one share of common stock, $.01 par value per share, of EDS (the "EDS Common
Stock"); and
WHEREAS, the Registration Agreement contemplates that in the event of
a transaction such as the Split-Off, EDS shall generally succeed to the rights
and obligations of Issuer under the Registration Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, GM and EDS hereby
agree as follows:
1. Succession.
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(a) Effective as of the consummation of the Split-Off, all rights,
obligations and restrictions with respect to shares of Class E Common Stock
(including Registrable Securities) set forth in the Registration Agreement shall
apply to the EDS Common Stock.
(b) Effective as of the consummation of the Split-Off, EDS shall be
bound by the Registration Agreement and shall succeed to all rights,
restrictions and obligations of Issuer set forth in the Registration Agreement,
all references to Issuer therein shall thereafter be deemed to be references to
EDS, and GM shall be released from all obligations under the Registration
Agreement.
(c) Notwithstanding subsections (a) and (b) above, (i) all rights and
obligations in Sections 1(a) through 1(e) of the Registration Agreement shall
remain rights and obligations of GM and (ii) GM shall not be released from any
obligations under Section 10 of the Registration Agreement with respect to any
registration of securities issued by GM.
2. Cooperation. GM and EDS shall take such further action, and
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execute such additional documents, as may be reasonably requested by either
party in order to carry out the purposes of this Agreement.
3. Counterparts. This Agreement may be executed in counterparts, and
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shall be deemed to have been duly executed and delivered by all parties when
each party has executed a counterpart hereof and delivered an original or
facsimile copy thereof to the other party. Each such counterpart hereof shall
be deemed to be an original, and all of such counterparts together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto, being duly authorized, have
executed and delivered this Succession Agreement on the date first above
written.
GENERAL MOTORS CORPORATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
ELECTRONIC DATA SYSTEMS
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
This Succession Agreement (including, without limitation, the release
of GM from obligations under the Registration Agreement as set forth herein
(except as provided in Section 1(c) above)) is acknowledged and agreed to as of
this 7th day of June, 1996
GENERAL MOTORS HOURLY-RATE
EMPLOYEES PENSION PLAN
By: UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee of the General
Motors Hourly Employees Pension Trust
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Authorized Agent
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