PEROT SYSTEMS CORPORATION
2001 LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007)
PLAN AMENDMENT
The Perot Systems
Corporation 2001 Long-Term Incentive Plan, as amended and restated
effective January 1, 2007 (the “Plan”), is hereby
further amended, effective as of December 31, 2008, as
follows:
1
Section 2(hh) of the Plan is hereby amended in its entirety to
read as follows:
(hh) Stock
Appreciation Right” means an Award made pursuant to
Section 12 of the Plan that provides the Awardee with the
right to receive a distribution from the Company, with respect to
each share of Common Stock as to which such right is exercised,
equal to the amount by which the Fair Market Value per share of
Common Stock on the date such right is exercised by the Awardee
exceeds the Fair Market Value per share of Common Stock on the
Grant Date. Such distribution shall be payable in shares of Common
Stock or cash.
2
Section 4(b)(xi) of the Plan is amended to read as
follows:
(xi)
subject to Section 15(c) of the Plan, to provide, upon direction by
the Board in its sole discretion, in the event there is a change in
control of the Company or any Subsidiary, as determined by the
Board, for the (A) assumption or substitution of, or
adjustment to, each outstanding Award; (B) acceleration of the
vesting of Options and Stock Appreciation Rights and the
termination of any restrictions on Cash Awards or Stock Awards;
and/or (C) cancellation of Awards for a cash payment to the
Awardee, provided, however, that such discretion may not be
exercised to change the time or form of payment of any outstanding
Award which is subject to Code Section 409A, and further
provided that, to the extent that the Award is granted as
“performance-based compensation” under Section 162(m)
of the Code, such action does not conflict with the provisions of
Code Section 162(m).
3
Section 6(d)(ii) of the Plan is hereby amended to read as
follows:
(ii) If an Option
or Stock Appreciation Right is cancelled, forfeited, or lapses in
the same fiscal year of the Company in which it was granted (other
than in connection with a transaction described in
Section 15), the cancelled, forfeited or lapsed Option or
Stock Appreciation Right will be counted against the limits set
forth in subsection (i).
4
Section 6(e)(iii) of the Plan is hereby amended to read as
follows:
(iii) No Option or
Stock Appreciation Right granted to a Non-Exempt Employee may be
exercisable less than six months after the effective date of the
grant of such Option, except in the case of death, Total
Disability, retirement or change in control.
5 Section 9(c) of
the Plan is hereby amended in its entirety to read as
follows:
(c) Form of
Consideration . The Administrator shall determine the
acceptable form of consideration for exercising an Option,
including the method of payment at the Grant Date. Acceptable forms
of consideration may, but are not required to, include:
(ii) check or wire
transfer (denominated in U.S. Dollars or other currency the
Administrator determines is acceptable);
(iii) other Shares
which (A) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which
said Option shall be exercised and (B) have been owned by the
Participant for any requisite period necessary to avoid any
additional compensation expense for the Company for financial
accounting purposes;
(iv) consideration
received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan;
(v) a net exercise
procedure pursuant to which a portion of the Shares otherwise
issuable upon the exercise of the Option are automatically withheld
by the Company and applied to (A) the payment of the aggregate
Exercise Price of the gross number of Shares as to which the Option
is exercised and (B) the satisfaction of the federal and state
income and employment withholding taxes applicable to such
exercise;
(vi) any
combination of the foregoing methods of payment; or
(vii) such other
consideration and method of payment for the issuance of Shares to
the extent permitted by Applicable Laws.
6 The following
new paragraph is hereby added to the end of Section 10(a) of the
Plan:
In the event an
Option is exercised through the net exercise procedure under
Section 9(c)(v), then the requirements of subparagraphs
(B) and (C) of paragraph (iv) of this Section 10(a)
shall be deemed satisfied through the withholding of a portion of
the gross number of Shares for which that Option is exercised, and
the number of Shares thereafter available, both for purposes of the
Plan and for purchase under such Option, shall be reduced by the
gross number of Shares for which the Option is
exercised.
7 Section 12(b) of
the Plan is hereby amended in its entirety to read as
follows:
(b) Grant
of Stock Appreciation Right . The Stock Appreciation Right
shall entitle the holder upon exercise to an amount for each Share
to which such exercise relates equal to the excess of (i) the
Fair Market Value on the date of exercise over (i) the base or
exercise price per Share set forth in the applicable Award
Agreement. The base
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