THIRD AMENDED AND RESTATED LICENSE AGREEMENT

Exhibit 10.1

THIRD AMENDED AND RESTATED LICENSE AGREEMENT

     THIS THIRD AMENDED AND RESTATED LICENSE AGREEMENT (“ Agreement ”) is between Perot Systems Family Corporation, a Texas corporation (“ PSFC ”), H. Ross Perot, an individual domiciled in Texas, Ross Perot, Jr., an individual domiciled in Texas (PSFC, H. Ross Perot, and Ross Perot, Jr. collectively referred to as “ Licensor ”), and Perot Systems Corporation (“ Licensee ”).

RECITALS:

     WHEREAS, concurrently herewith, Dell, Inc., a Delaware corporation (“ Parent ”), DII — Holdings, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“ Merger Sub ”), and Licensee are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time, the “ Merger Agreement ”), pursuant to which Merger Sub will be merged with and into Licensee (the “ Merger ”);

     WHEREAS, in furtherance of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub has agreed to commence an offer (the “ Offer ”) to purchase for cash all of the issued and outstanding shares of the Licensee’s Class A Common Stock, par value $0.01 (the “ Common Stock ”), including all of the shares of Common Stock beneficially owned by Licensor, if any;

     WHEREAS, Licensor and Licensee are parties to a Second Amended and Restated License Agreement that purports to be effective as of May 18, 1988 (“ Amended License ”), pursuant to which Licensee was granted certain rights to use the names “Perot Systems” (the “ Name ”) and “Perot” (the “ Surname ”);

     WHEREAS, the use of the Name is an important part of Licensee’s business and, as a result, Parent’s and Merger Sub’s willingness to enter into the Merger Agreement is conditioned upon the execution and delivery of this Agreement by Licensor and Licensee; and

     WHEREAS, as a condition and material inducement to entering into the Merger Agreement, Parent and Merger Sub have required that Licensor and Licensee agree, and Licensor and Licensee have agreed, to replace the terms and conditions of the Amended License with this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.  Grant of License to the Name . Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee during the Term an exclusive, royalty-free, irrevocable license without geographic restriction to use the Name in the business operations of Licensee, as part of Licensee’s domain names, and in general in connection with Licensee’s current businesses, products, services, and charitable activities, and its future businesses, products, services, and charitable activities resulting from natural expansion and evolution and from integration with Parent’s information technology services and business solutions businesses, including the right to sublicense these rights to Affiliates (hereinafter defined) for use in connection with Licensee’s above described businesses, products, services, and charitable

activities. Licensee shall take steps reasonably designed to phase out use of the Name such that all trademark use of the Name by Licensee shall have ceased by the expiration of the Term. For purposes of this Agreement, the term “ Affiliate ” means (i) any legal entity that directly or indirectly owns or controls or is owned or controlled by or is under common control with an entity, and (ii) partnerships, joint ventures and similar business entities in which the entity has a direct or indirect equity interest.

          Notwithstanding the above license grant, Licensee shall have no right to use or license the Name for use in connection with nature and/or science museums.

     2.  Ownership of the Name . Licensor represents and warrants that it owns or has sufficient rights to the Name and Surname to grant the rights hereunder, and Licensor has full authority to enter into this Agreement without joinder of any other person.

     3.  Termination of Licenses to the Surname . All prior rights granted by Licensor to Licensee in the Surname are hereby terminated effective two (2) years from the Acceptance Date. Licensee shall have two (2) years from the Acceptance Date (as defined in the Merger Agreement) to cease all trademark use of the Surname (including as part of a trade name). Licensee shall maintain the domain names perot.com and perot.net (and any other perot.gTLD’s currently controlled by Licensee), and shall transfer all such domain names to Licensor promptly following the second anniversary of the Acceptance Date. Licensor covenants, represents and warrants that it will neither make nor permit use of such domain names for a period of one (1) year after they are transferred to Licensor by Licensee.

     4.  Quality Standards . Licensee shall comply with reasonable guidelines relating to the use of the Name that Licensor may provide to Licensee from time to time. Licensee agrees that it will not use the Name in any manner, or in connection with any products or services, which results in a diminution of the value of the Name or brings disrepute to the Name. The parties acknowledge that no goods or services currently offered by Licensee or its Affiliates would result in a diminution of value of the Name or bring disrepute to the Name. Except for the licensed rights to use the Name, no rights of publicity are granted by this Agreement.

     5.  Infringement Proceedings . During the Term, Licensee shall have the sole right, at its expense, to bring infringement or unfair competition proceedings with regard to any unauthorized use of the Name in its entirety or of an obvious misspelling of the entire Name. Otherwise, Licensee shall have no right to bring any proceedings against third parties using the Surname.

     6.  Term . The term of this Agreement (the “ Term ”) is effective immediately and shall continue until the earlier of: (i) the date that is five (5) years from the Acceptance Date (as defined in the Merger Agreement); or (ii) the date of any termination pursuant to Section 7. Notwithstanding the foregoing, this Agreement shall terminate automatically and without further action by the parties hereto in the event that the Merger Agreement is terminated in accordance with its terms, and upon any such termination, the Amended License shall be automatically reinstated and shall be effective.

     7.  Termination for Cause . In the event that Licensee’s use of the Name is not in compliance with the terms of this Agreement, Licensor shall notify Licensee in writing of non-compliance, which notice shall describ