<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1997
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________
ELECTRONIC DATA SYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 75-2548221
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5400 Legacy Drive, Plano, Texas 75024-3199
(Address of principal executive offices) (Zip code)
PerformanceShare, 1997 Nonqualified Stock Option Plan
of Electronic Data Systems Corporation
(Full title of the plan)
Joseph M. Grant
Chief Financial Officer
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3199
(Name and address of agent for service)
(972) 604-6000
(Telephone number, including area code, of agent for service)
___________
Copy to:
D. Gilbert Friedlander
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3199
(972) 604-6000
___________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share (1) 8,100,000 shares $46.4375(2) $376,143,750 $113,983
===================================================================================================================
</TABLE>
(1) There are also being registered hereunder an equal number of Series A
Junior Participating Preferred Stock purchase rights, which are currently
attached to and transferable only with shares of Common Stock registered
hereby.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee, on the basis of the average of the high
and low sales prices reported on the New York Stock Exchange Composite Tape
on February 13, 1997 for Common Stock of Electronic Data Systems
Corporation.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of any or all of the documents included in such file.
Such documents, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Act.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Electronic Data Systems
Corporation, a Delaware corporation ("EDS"), with the Commission are
incorporated herein by reference:
1. EDS' Current Reports on Form 8-K dated as of April 23, 1996,
June 7, 1996, June 18, 1996, July 16, 1996, November 5, 1996 and February 4,
1997;
2. EDS' Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996; and
3. EDS' Registration Statement on Form S-4 (File No. 333-02543),
including the section entitled "Description of Capital Stock."
All documents filed by EDS with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, in any subsequently filed
supplement to this Registration Statement or any document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
D. Gilbert Friedlander, General Counsel of EDS, who is passing on
the validity of the common stock offered pursuant to the Plan, owns shares of
EDS Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
II-1
<PAGE>
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Section 145(a) and (b), or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
Section 145(a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 145(a) and (b). Such determination shall be made (1) by a majority
vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized in Section
145. Such expenses (including attorneys' fees) incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the
board of directors deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the
II-2
<PAGE>
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
capacity as such, whether or not the corporation would have the power to
indemnify him against such liability under Section 145.
Restated Certificate of Incorporation
Article Seventh of the Restated Certificate of Incorporation of EDS
provides that no director of EDS shall be personally liable to EDS or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director involving any act or omission of any such director; provided,
however, that such Article Seventh does not eliminate or limit the liability
of a director (1) for any breach of such director's duty of loyalty to EDS or
its stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the DGCL (which relates to certain unlawful dividend payments
or stock purchases or redemptions), as the same exists or may hereafter be
amended, supplemented or replaced, or (4) for a transaction from which the
director derived an improper personal benefit. If the DGCL is amended to
authorize the further elimination or limitation of the liability of
directors, then the liability of a director of EDS, in addition to the
limitation on personal liability described above, shall be limited to the
fullest extent permitted by the DGCL, as so amended. Furthermore, any repeal
or modification of Article Seventh of the Restated Certificate of
Incorporation by the stockholders of EDS shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a director
of EDS existing at the time of such repeal or modification.
Bylaws
Article VI of the Amended and Restated Bylaws of EDS provides that each
person who at any time shall serve or shall have served as a director,
officer, employee or agent of EDS, or any person who, while a director,
officer, employee or agent of EDS, is or was serving at the written request
of EDS (in accordance with written procedures adopted from time to time by
the Board of Directors of EDS) as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, shall be
entitled to (a) indemnification and (b) the advancement of expenses incurred
by such person from EDS as, and to the fullest extent, permitted by Section
145 of the DGCL or any successor statutory provision, as from time to time
amended.
Indemnification Agreements
EDS has entered into Indemnification Agreements (the "Indemnification
Agreements") with its directors and certain of its officers (the
"Indemnitees"). Under the terms of the Indemnification Agreements, EDS has
generally agreed to indemnify, and advance expenses to, each Indemnitee to
the fullest extent permitted by applicable law on the date of such agreements
and to such greater extent as applicable law may thereafter permit. In
addition, the Indemnification Agreements contain specific provisions pursuant
to which EDS has agreed to indemnify each Indemnitee (i) if such person is,
by reason of his or her status as a director, nominee for director, officer,
agent or fiduciary of EDS or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise with which such
person was serving at the request of EDS (any such status being hereinafter
referred to as a "Corporate Status"), made or threatened to be made a party
to any threatened, pending or completed action, suit, arbitration,
alternative dispute resolution mechanism, investigation or other proceeding
(each, a "Proceeding"), other than a Proceeding by or in the right of EDS,
(ii) if such person is, by reason of his or her Corporate Status, made or
threatened to be made a party to any Proceeding brought by or in the right of
EDS to procure a judgment in its favor, except that no indemnification shall
be made in respect of any claim, issue or matter in such Proceeding as to
which such Indemnitee shall have been
II-3
<PAGE>
adjudged to be liable to EDS if applicable law prohibits such indemnification
(unless and only to the extent that a court shall otherwise determine), (iii)
against expenses actually and reasonably incurred by such person or on his or
her behalf in connection with any Proceeding to which such Indemnitee was or
is a party by reason of his or her Corporate Status and in which such
Indemnitee is successful, on the merits or otherwise, (iv) against expenses
actually and reasonably incurred by such person or on his or her behalf in
connection with a Proceeding to the extent that such Indemnitee is, by reason
of his or her Corporate Status, a witness or otherwise participates in any
Proceeding at a time when such person is not a party in the Proceeding and
(v) against expenses actually and reasonably incurred by such person in any
judicial adjudication of or any award in arbitration to enforce his or her
rights under the Indemnification Agreements.
Furthermore, under the terms of the Indemnification Agreements, EDS has
agreed to pay all reasonable expenses incurred by or on behalf of an
Indemnitee in connection with any Proceeding, whether brought by or in the
right of EDS or otherwise, in advance of any determination with respect to
entitlement to indemnification and within 15 days after the receipt by EDS of
a written request from such Indemnitee for such payment. In the
Indemnification Agreements, each Indemnitee has agreed that he or she will
reimburse and repay EDS for any expenses so advanced to the extent that it
shall ultimately be determined that he or she is not entitled to be
indemnified by EDS against such expenses.
The Indemnification Agreements also include provisions that specify the
procedures and presumptions which are to be employed to determine whether an
Indemnitee is entitled to indemnification thereunder. In some cases, the
nature of the procedures specified in the Indemnification Agreements varies
depending on whether there has occurred a "Change in Control" (as defined
in the Indemnification Agreements) of EDS.
Insurance
EDS has obtained and intends to maintain in effect directors' and
officers' liability insurance policies providing customary coverage for its
directors and officers against losses resulting from wrongful acts committed
by them in their capacities as directors and officers of EDS.
The above discussion of EDS' Restated Certificate of Incorporation and
Bylaws, the Indemnification Agreements and Section 145 of the DGCL is not
intended to be exhaustive and is respectively qualified in its entirety by
such documents and statute.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) PerformanceShare, 1997 Nonqualified Stock Option Plan of
Electronic Data Systems Corporation.
4(b) Rights Agreement dated as of March 12, 1996 between EDS and
The Bank of New York, as Rights Agent (filed as Exhibit 4(c)
to the Registration Statement on Form S-4 of EDS (File No.
333-02543) and incorporated herein by reference).
5 Opinion of D. Gilbert Friedlander
23(a) Consent of KPMG Peat Marwick LLP
II-4
<PAGE>
23(b) Consent of D. Gilbert Friedlander (included in Exhibit 5)
24 Power of Attorney (included on page II-7)
ITEM 9. UNDERTAKINGS
(a) EDS hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof), which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by EDS pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) EDS hereby undertakes that, for purposes of determining any
liability under the Act, each filing of EDS' annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of EDS
pursuant to the foregoing provisions, or otherwise, EDS has been advised that
in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by EDS of expenses incurred or paid by a director, officer or
controlling person of EDS in the successful defense of any action, suit or
proceeding)
II-5
<PAGE>
is asserted by such director, officer or controlling person in connection
with the securities being registered, EDS will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Registration Statement on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Plano, State of Texas, on this 19th
day of February, 1997.
Electronic Data Systems Corporation
By: /s/ LESTER M. ALBERTHAL, JR.
-------------------------------------
Lester M. Alberthal, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lester M. Alberthal, Jr., Gary J.
Fernandes, Joseph M. Grant and Jeffrey M. Heller, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments (including pre- or post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on February 19,
1997 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ LESTER M. ALBERTHAL, JR. Chairman of the Board, Chief Executive
- ---------------------------- Officer and Director (Principal
Lester M. Alberthal, Jr. Executive Officer)
/s / GARY J. FERNANDES Vice Chairman and Director
- ---------------------------
Gary J. Fernandes
/s/ JEFFREY M. HELLER President, Chief Operating Officer and
- --------------------------- Director
Jeffrey M. Heller
/s/ JOSEPH M. GRANT Executive Vice President and Chief
- --------------------------- Financial Officer (Principal Financial
Joseph M. Grant Officer)
/s/ H. PAULETT EBERHART Vice President and Controller (Principal
- --------------------------- Accounting Officer)
H. Paulett Eberhart
II-7
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ JAMES A. BAKER, III Director
- --------------------------
James A. Baker, III
/s/ RICHARD B. CHENEY Director
- --------------------------
Richard B. Cheney
/s/ RAY J. GROVES Director
- --------------------------
Ray J. Groves
/s/ RAY L. HUNT Director
- --------------------------
Ray L. Hunt
/s/ C. ROBERT KIDDER Director
- --------------------------
C. Robert Kidder
/s/ JUDITH RODIN Director
- --------------------------
Judith Rodin
/s/ ENRIQUE J. SOSA Director
- --------------------------
Enrique J. Sosa
/s/ WILLIAM H. GRAY, III Director
- --------------------------
William H. Gray, III
II-8
<PAGE>
EXHIBIT 4(a)
[LOGO OF EDS APPEARS HERE]
PERFORMANCESHARE
1997 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION
1. Creation. PerformanceShare is adopted by Electronic Data Systems
--------
Corporation, a Delaware corporation ("EDS"), by action of the Board of Directors
of EDS ("Board") on the 17th day of December, 1996, to provide certain employees
of EDS with an option to purchase shares of EDS Common Stock, par value $.01 per
share ("EDS Stock").
2. Purpose. PerformanceShare is a broad-based, nonqualified stock
-------
option plan designed to provide additional financial incentives for certain
employees of EDS; to encourage a sense of proprietorship in such employees; to
retain such employees; and to stimulate the active interest of such employees in
the development and financial success of EDS and its subsidiaries. These
objectives are accomplished by granting employees options to purchase EDS Stock
and thereby providing the grantees with a proprietary interest in the growth and
performance of EDS and its subsidiaries.
3. Definitions and Construction. The provisions of this Plan are entire
----------------------------
and complete, except as may otherwise be set forth in any addendum attached
hereto and incorporated herein, intended to address particular legal, tax,
securities, or administrative requirements or restrictions in designated
Participating Countries. In any necessary construction of a provision of this
Plan, the masculine gender may include the feminine and or neuter, and the
singular may include the plural, and vice versa. This Plan should be construed
in a manner consistent with the intent of EDS to establish a nonqualified stock
option plan subject to fixed accounting treatment. As used herein, capitalized
terms shall have the following respective meanings:
(a) Applicable Exchange Rate means the currency exchange rate
------------------------
utilizing the closing rate quoted in The Wall Street Journal on
-----------------------
December 27, 1996.
(b) Beneficiary means the individual or trust defined by or
-----------
designated as the Participant's Beneficiary in accordance with paragraph 15
hereof. If no Beneficiary is designated, then the Beneficiary shall be
determined as prescribed by governing law.
<PAGE>
(c) Code means the U.S. Internal Revenue Code of 1986, as amended
----
from time to time.
(d) Committee means the Benefits Oversight Committee of EDS.
---------
(e) Compensation means the Employee's annual base salary as
------------
determined to be paid by a Participating Employer as of December 31, 1996,
together with commissions, bonus and overtime actually paid by a
Participating Employer to the Employee during 1996. Compensation shall not
include any extraordinary payments or imputed income. If an Employee's
Compensation is not paid in U.S. dollars, then, for purposes of calculating
the amount of an Employee Award pursuant to subparagraph 6(d)(i) hereof,
the Employee's Compensation shall be converted to U.S. dollars using the
Applicable Exchange Rate.
(f) Controlling Retirement Plan means the EDS Retirement Plan, a
---------------------------
defined benefit retirement plan sponsored by EDS, or, if the Participant
does not participate in the EDS Retirement Plan, then such other retirement
plan sponsored by a subsidiary in which the Participant is eligible to
participate.
(g) Employee means any employee of a Participating Employer who is
classified as a permanent employee and does not include any individual who
is not classified by a Participating Employer as a permanent employee.
(h) Employee Award means a Participating Employer's grant to an
--------------
Employee of the right to purchase a specified number of shares of EDS Stock
at a specified price pursuant to such applicable terms, conditions and
limitations as the Committee may establish in order to fulfill the
objectives of this Plan. All options granted herein are nonqualified stock
options.
(i) Employee Award Statement means a written notice provided by a
------------------------
Participating Employer to a Participant setting forth the number of shares
of EDS Stock subject to the Employee Award.
(j) Exchange Act means the U.S. Securities Exchange Act of 1934, as
------------
amended from time to time, or such other governing securities law in each
local jurisdiction in which an Employee Award is offered under this Plan.
(k) Fair Market Value of a share of EDS Stock means, as of a
-----------------
specified date: (i) if shares of EDS Stock are listed on the New York Stock
Exchange, the closing price per share of EDS Stock as reported in The Wall
--------
Street Journal, or, if there shall have been no such price so reported on
--------------
that date, on the last preceding date on which a price was so reported;
(ii) if shares of EDS Stock are not so listed but are quoted on the NASDAQ
National Market System, the closing sales price per share of EDS Stock
reported by the NASDAQ National Market System on that date, or, if there
shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported;
2
<PAGE>
or, (iii) if the EDS Stock is not so listed or quoted, the mean between the
closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such
quotations shall be available, as reported by the NASDAQ National Market
System, or, if not reported by the NASDAQ National Market System, by the
National Quotation Bureau Incorporated.
(l) Grant Date means the particular date or dates, as established by
----------
the Committee, on which an Employee is granted an Employee Award under the
terms of this Plan.
(m) Grant Price means the Fair Market Value of EDS Stock on the Grant
-----------
Date.
(n) Moratorium Period means the 6 month period immediately following
-----------------
the Grant Date.
(o) Participant means an individual to whom an Employee Award has
-----------
been made, and for whom such Employee Award remains outstanding,
unforfeited, and unexercised under this Plan.
(p) Participating Country means any country, as determined by the
---------------------
Committee in its sole and absolute discretion, and as set forth in
Attachment "A", attached hereto, and as may be amended from time to time.
(q) Participating Employer means EDS, or any subsidiary or affiliate
----------------------
of EDS, as determined by the Committee in its sole and absolute discretion,
and as set forth in Attachment "B", attached hereto, and as may be amended
from time to time.
(r) Plan means PerformanceShare, as set forth in this document, and
----
as it may be amended from time to time.
(s) Retirement means separation from employment on account of normal
----------
or early retirement, as described under the Controlling Retirement Plan,
or, in the event the Participant does not participate in a Controlling
Retirement Plan, then under the local governing law or social security
authority.
(t) Service Date means the date of record by which a Participating
------------
Employer establishes the service date of an Employee.
(u) Trading Day means a day on which EDS Stock is available for
-----------
purchase or sale on the New York Stock Exchange.
(v) Year of Service means any 12 month period, beginning on an
---------------
Employee's Service Date.
3
<PAGE>
4. Eligibility. Employees eligible for Employee Awards under this Plan
-----------
are those Employees who were nationals of a Participating Country employed full-
time by a Participating Employer on December 31, 1996, and who have remained in
continuous full-time employment with a Participating Employer in a Participating
Country from December 31, 1996, through the Grant Date. Notwithstanding the
foregoing, (a) Employees who are not employed full-time shall be eligible, to
the extent required by applicable law, for Employee Awards under this Plan; and
(b) Employees who, on the Grant Date, are EDS corporate officers or are members
of the Board of Managers of A.T. Kearney, Inc. shall not be eligible to
participate in this Plan.
5. EDS Stock Available for Employee Awards. Subject to the provisions of
---------------------------------------
paragraph 6 hereof, the Board has approved the granting of shares of EDS Stock
under this Plan, which number of shares of EDS Stock may be modified from time
to time by resolution of the Board. The number of shares of EDS Stock that are
the subject of Employee Awards under this Plan that are forfeited or terminated,
that expire unexercised, or that are settled in a manner such that all or some
of the shares covered by an Employee Award are not issued to a Participant,
shall not be available for Employee Awards hereunder. The Committee may from
time to time adopt and observe such procedures concerning the counting of shares
against the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of EDS shall from time to time take whatever actions are
necessary to file any required documents with governmental authorities, stock
exchanges and transaction reporting systems to ensure that shares of EDS Stock
are available for issuance pursuant to Employee Awards.
6. Employee Awards.
---------------
(a) Each Employee Award shall be described in an Employee Award
Statement, and shall be subject to the vesting schedule, forfeiture
provisions, terms, conditions and limitations described herein. An Employee
Award shall be subject to limitations on exercisability as are set forth in
this Plan. Upon the termination of a Participant's employment, any
unexercised, unvested or otherwise outstanding Employee Awards shall be
treated as described herein.
(b) Each Employee eligible, as defined in paragraph 4, shall receive
a grant of an Employee Award, as described in paragraph 6(c) hereof, and in
the amount, and subject to the terms, described in paragraph 6(d) hereof.
(c) The price at which shares of EDS Stock may be purchased upon the
exercise of an Employee Award shall be the Grant Price. All Employee Awards
granted pursuant to this Plan shall be subject to the vesting schedule,
forfeiture provisions, terms, conditions and limitations set forth in this
Plan. The date or dates upon which an Employee Award awarded pursuant to
this Plan may become exercisable shall be determined pursuant to
subparagraphs 6(d)(iii) and 7(b) hereof.
(d) The following provisions shall apply to any Employee Awards made
pursuant to this Plan:
4
<PAGE>
(i) Amount of Employee Award. Each Participant shall receive an
------------------------
Employee Award under this Plan such that the number of shares of EDS Stock
subject to the Employee Award, with partial or an odd number of shares
rounded up to the next even number of full shares, shall be determined by
dividing the Participant's Compensation by the Grant Price and multiplying
the quotient by a percentage determined as follows:
A. Ten Percent (10%) for Participants with Years of Service up
to and including five (5) Years of Service; and
B. An additional one percent (1%) for each additional Year of
Service after five (5) Years of Service, up to a maximum of
twenty-five percent (25%).
Notwithstanding the foregoing, each eligible Employee shall receive an
Employee Award for at least fifty (50) shares of EDS Stock.
(ii) Vesting of Employee Award.
-------------------------
A. Employee Awards shall fifty percent (50%) vest, and the
Participant's interest in that fifty percent (50%) of such Employee
Award shall be nonforfeitable (subject to subparagraph 6(d)(v) hereof)
and exercisable (subject to subparagraphs 6(d)(iii) and 7(b) hereof)
if the Participant remains in the continuous employment of a
Participating Employer until the first date after which the Fair
Market Value of EDS Stock is, for five (5) consecutive Trading Days,
equal to or greater than one hundred fifty percent (150%) of the Fair
Market Value of EDS Stock on the Grant Date.
B. Employee Awards shall fully vest, and the Participant's
interest in such Employee Award shall be nonforfeitable (subject to
subparagraph 6(d)(v) hereof) and exercisable (subject to subparagraphs
6(d)(iii) and 7(b) hereof) if the Participant remains in the
continuous employment of a Participating Employer until the earlier
of:
1. Ten (10) years from the Grant Date; or
2. the first date after which the Fair Market Value of
EDS Stock is, for five (5) consecutive Trading Days, equal to or
greater than two hundred percent (200%) of the Fair Market Value
of EDS Stock on the Grant Date; or
3. Age sixty-five (65).
5
<PAGE>
C. If the Participant terminates employment with the
Participating Employer by reason of Retirement, death, or permanent
disability (whereby such disability entitles the Participant to
receive benefits under a long-term disability plan sponsored by the
Participating Employer, or, if the Participant does not participate in
such a Participating Employer sponsored long-term disability plan,
then permanent disability shall be determined according to Social
Security Administration provisions or equivalent governing law), then
the Employee Award shall not be forfeited and the Employee Award shall
vest pursuant to subparagraphs 6(d)(ii)(A) and 6(d)(ii)(B) hereof, as
if the Participant remained in the continuous employment of the
Participating Employer.
(iii) Exercise of Employee Award. At vesting, Employee Awards
--------------------------
are first made eligible for exercise to Participants on a staggered
basis. After the Moratorium Period, a Participant may exercise any
vested Employee Award on any Trading Day occurring on or after the
first day after vesting which corresponds to the same day of the month
as the day of the month of such Participant's Service Date.
Notwithstanding the foregoing sentence, if, under applicable income
tax laws, the Participant is subject to taxation upon vesting, then a
vested Employee Award shall be exercisable on any Trading Day
immediately following vesting. An Employee Award shall cease to be
exercisable as to any share when the Participant purchases the share,
or when the Employee Award lapses as provided in subparagraph 6(d)(v)
hereof. The Participant shall have no obligation to exercise an
Employee Award granted pursuant to this Plan.
(iv) Forfeiture of Employee Award. Any Employee Award that is
----------------------------
not vested or subject to continuing vesting pursuant to
subparagraph 6(d)(ii) hereof shall be forfeited upon the
Participant's termination of employment with the Participating
Employer.
(v) Lapse of Employee Award. Vested Employee Awards shall
-----------------------
lapse on the earlier of the fifth anniversary of the date on which
such Employee Award is one hundred percent (100%) vested, or 90 days
after the termination of employment for any reason other than death,
permanent disability or retirement. Any Employee Award granted
pursuant to this Plan which has not been exercised prior to such lapse
date shall be automatically forfeited.
7. Election to Exercise.
--------------------
(a) Election. A vested Employee Award may be exercised after the
--------
Moratorium Period (subject to subparagraphs 6(d)(iii), 6(d)(v), and 7(b)
hereof), in whole or in part, by timely delivery to the Committee of such
forms as may be designated by the Committee, a notice of exercise, and
payment of the purchase price. Notice of exercise shall be effective on the
date received by the Committee. The notice must state the Participant's
election to exercise the Employee Award, the number of shares with respect
6
<PAGE>
to which the election to exercise has been made, the method of payment
elected, the exact name or names in which such shares will be registered
and such other information and in such form as may be required by the
Committee. In the event of the death of a Participant, if the Employee
Award is vested at the time of death, or if the Employee Award subsequently
vests pursuant to subparagraph 6(d)(ii)(C) hereof, the Employee Award may
be exercised by the Beneficiary of the Participant, subject to the
provisions hereof.
(b) Completion of Necessary Forms. As a condition precedent to
-----------------------------
becoming eligible to exercise any Employee Award, the Participant shall be
required to complete and execute such forms as may be designated by the
Committee. Failure to properly complete and execute such forms shall result
in the lapse of a vested Employee Award pursuant to the provisions of
subparagraph 6(d)(v) hereof.
(c) Payment. The full purchase price for the shares of EDS Stock
-------
purchased on the exercise of an Employee Award (i.e., the number of shares
purchased, multiplied by the price per share) may be paid in cash, or, at
the request of the Participant, and to the extent permitted by applicable
law, the Committee may approve, in its sole and absolute discretion,
cashless exercise through an arrangement with a brokerage firm, under which
the brokerage firm, on behalf of the Participant, will pay for all or a
portion of the shares of EDS Stock purchased upon the exercise of the
Employee Award.
8. Administration.
--------------
(a) This Plan shall be administered by the Committee (or the
Committee's delegate pursuant to paragraph 9 hereof). The Committee shall
have the power, in its sole and absolute discretion, to contract with a
third-party administrator to administer this Plan.
(b) Subject to the provisions hereof, the Committee shall have full
and exclusive power and authority to administer this Plan and to take all
actions which are specifically contemplated hereby or are necessary or
appropriate in connection with the administration hereof. The Committee
shall also have full and exclusive power to interpret this Plan, to devise
necessary forms and documents, and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary or proper,
all of which powers shall be exercised in the best interests of EDS and in
keeping with the objectives of this Plan. The Committee may, in its sole
and absolute discretion, amend or modify an Employee Award in any manner
that is consistent with the purpose and objectives of this Plan and is
either (i) not adverse to the Participant to whom such Employee Award was
granted, (ii) required to comply with governing law, or (iii) consented to
by such Participant. The Committee may correct any defect or supply any
omission or reconcile any error or inconsistency in this Plan or in any
Employee Award Statement in the manner and to the extent the Committee
deems necessary or desirable to carry it into effect. Any decision of the
Committee in the interpretation and
7
<PAGE>
administration of this Plan shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all parties
concerned.
(c) No member of the Committee, or officer or Employee of EDS to whom
the Committee has delegated authority in accordance with the provisions of
paragraph 9 hereof, shall be liable for anything done or omitted to be done
by such member, by any other member of the Committee, or by any officer or
Employee of EDS in connection with the performance of any duties under this
Plan, except for such person's own willful misconduct or as expressly
provided by statute.
9. Delegation of Authority. The Committee may delegate to such
-----------------------
subcommittees, officers, other Employees of EDS, or qualified third-party
administrators, its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish. The Committee shall have the power
and authority to appoint, remove or replace the members of any such
subcommittee, or any officer, Employee or third-party administrator that has
been delegated responsibilities and authority by the Committee.
10. Tax Withholding. Upon the exercise of the Employee Award, or any part
---------------
thereof, the Participant may incur certain liabilities for taxes and the
Participating Employer may be required by law to withhold such taxes for payment
to taxing authorities. Upon determination by the Participating Employer of the
amount of taxes required to be withheld, including taxes, if any, which may be
required to be withheld prior to exercise with respect to the shares to be
issued pursuant to the exercise of the Employee Award, the Committee shall
establish procedures which allows the Participant (a) to direct the
Participating Employer to withhold from the EDS Stock available for exercise the
number of shares necessary to satisfy the withholding obligations, based on the
Fair Market Value of EDS Stock on the date of withholding; (b) to deliver
sufficient cash to the Participating Employer to satisfy its withholding
obligations; or, (c) some combination thereof. Authorization of the Participant
to the Participating Employer to withhold taxes must be in a form and content
acceptable to the Committee. Failure by the Participant to comply with the
foregoing shall entitle the Committee, in its sole and absolute discretion, to
authorize the sale of a sufficient number of the shares of EDS Stock which the
Participant is entitled to receive upon the exercise of the Participant's
Employee Award in order to satisfy such withholding requirements; provided
however, that neither the Participating Employer nor the Committee shall be
liable for determining the exact amount of such taxes, for selling shares of EDS
Stock in excess of that required to satisfy such tax obligation, or for
obtaining the highest sales price for any such shares. The payment or
authorization to withhold taxes by the Participant shall be completed prior to
the delivery of any EDS Stock pursuant to this Plan. An authorization to
withhold taxes pursuant to this provision will be irrevocable unless and until
the tax liability of the Participant has been fully paid.
11. Delivery of Shares. Subject to paragraphs 11 and 16 hereof, and upon
------------------
written request of the Participant, the Participating Employer shall cause
certificates for those shares of EDS Stock which the Participant is entitled to
receive upon the exercise of an Employee Award to be delivered to Participant.
Notwithstanding the foregoing, no shares of EDS Stock shall be delivered to the
Participant upon the exercise of the Employee Award until (a) the purchase
8
<PAGE>
price, including any applicable fees or commissions, have been paid in full in
the manner herein provided; (b) all the applicable taxes required to be withheld
have been paid or withheld in full; and (c) the approval of any governmental
authority required in connection with the Employee Award or the issuance of
shares thereunder has been received by EDS.
12. Amendment, Modification, Suspension or Termination. EDS may amend,
--------------------------------------------------
modify, suspend or terminate this Plan for the purpose of meeting or addressing
any changes in legal requirements or for any other purpose permitted by law,
except that (a) no amendment or alteration that would adversely affect the
rights of any Participant under any Employee Award previously granted to such
Participant shall be made without the consent of such Participant and (b) no
amendment or alteration shall be effective prior to approval by the stockholders
of EDS to the extent stockholder approval is required by applicable legal
requirements. EDS may, in its sole and absolute discretion, terminate this Plan
at any time, provided that such termination shall not cause any Participant to
lose any rights to any vested Employee Award.
13. Assignability. No Employee Award or any other benefit under this Plan
-------------
constituting a derivative security within the meaning of Rule 16a-1(c) under the
Exchange Act shall be assignable or otherwise transferable except by a
testamentary transfer or the laws of descent and distribution, or by designation
of a beneficiary as provided in paragraph 15 hereof. The Committee may
prescribe and include in applicable Employee Award Statements other restrictions
on transfer. Any attempted assignment of an Employee Award or any other benefit
under this Plan in violation of this paragraph 13 shall be null and void.
14. Adjustments.
-----------
(a) The existence of outstanding Employee Awards shall not affect in
any manner the right or power of EDS or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the capital stock of EDS or its business or any merger or
consolidation of EDS, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a parity with
or junior to the EDS Stock) or the dissolution or liquidation of EDS or a
subsidiary, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding of any kind, whether or
not of a character similar to that of the acts or proceedings enumerated
above.
(b) In the event of any subdivision or consolidation of outstanding
shares of EDS Stock, declaration of a dividend payable in shares of EDS
Stock, or other stock split, then (i) the number of shares of EDS Stock
reserved under this Plan, (ii) the number of shares of EDS Stock covered by
outstanding Employee Awards, (iii) the exercise or other price in respect
of such Employee Awards, and (iv) the appropriate Fair Market Value and
other price determinations for such Employee Awards, shall be
proportionately adjusted by the Committee to reflect such transaction. In
the event of any other recapitalization or capital reorganization of EDS,
any consolidation or merger of EDS with another corporation or entity, the
adoption by EDS of any plan of exchange affecting the EDS Stock or any
distribution to holders of EDS Stock of securities or
9
<PAGE>
property (other than normal cash dividends or dividends payable in EDS
Stock), then (i) the number of shares of EDS Stock covered by Employee
Awards in the form of options on EDS Stock, (ii) the exercise or other
price in respect of such Employee Awards, and (iii) the appropriate Fair
Market Value and other price determinations for such Employee Awards, shall
be proportionately adjusted by the Committee to reflect such transaction;
provided that such adjustments shall only be such as are necessary to
maintain the proportionate interest of the holders of the Employee Awards
and preserve, without exceeding, the value of such Employee Awards. In the
event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee shall be
authorized to issue or assume Employee Awards by means of substitution of
new Employee Awards, as appropriate, for previously issued Employee Awards
or an assumption of previously issued Employee Awards as part of such
adjustment.
15. Beneficiary Designation. Beneficiaries shall be designated in such
-----------------------
manner and according to such requirements as may be designated by the Committee.
The designation of a Beneficiary shall be effective on the date received by the
Committee. Upon the death of a Participant, a designated Beneficiary shall be
entitled to exercise a vested Employee Award pursuant to the provisions of
paragraph 6 hereof.
16. Restrictions. No EDS Stock or other form of payment shall be issued
------------
with respect to any Employee Award unless the Participating Employer shall be
satisfied based on the advice of its counsel that such issuance will be in
compliance with applicable laws, rules or regulations. Certificates evidencing
shares of EDS Stock certificates delivered under this Plan (to the extent that
such shares are so evidenced) may be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable in order to satisfy the
rules, regulations, agreements or other requirements of the U.S. Securities and
Exchange Commission, or any securities exchange or transaction reporting system
upon which the EDS Stock is then listed or to which it is admitted for
quotation, and any applicable securities law. The Committee may cause a legend
or legends to be placed upon such certificates (if any) to make appropriate
reference to such restrictions.
17. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
-------------
accounts may be established with respect to Participants who are entitled to EDS
Stock or rights thereto under this Plan, any such accounts shall be used merely
as a bookkeeping convenience. EDS shall not be required to segregate any assets
that may at any time be represented by EDS Stock or rights thereto, nor shall
this Plan be construed as providing for such segregation, nor shall EDS, the
Board or the Committee be deemed to be a trustee of any EDS Stock or rights
thereto to be granted under this Plan. Any liability or obligation of EDS to
any Participant with respect to rights granted under this Plan shall be based
solely upon any contractual obligations that may be created by this Plan and any
Employee Award Statement, and no such liability or obligation of EDS shall be
deemed to be secured by any pledge or other encumbrance on any property of EDS.
Neither EDS, any subsidiary, the Board nor the Committee shall be required to
give any security or bond for the performance of any obligation that may be
created by this Plan.
10
<PAGE>
18. Governing Law. This Plan and all determinations made and actions
-------------
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Texas
without regard to any conflicts of law principles that would compel the
application of any other law.
19. No Right to Employment. Nothing in this Plan or in any Employee Award
----------------------
Statement issued pursuant to this Plan shall confer upon any Participant any
right to continue in the employ of the Participating Employer or affect the
Participating Employer's right, subject to applicable law, to terminate the
employment of any Participant at any time, with or without cause.
11
<PAGE>
ATTACHMENT "A"
TO
PERFORMANCESHARE
1997 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION
PARTICIPATING COUNTRIES
-----------------------
(as of initial grant in January 1997)
Argentina
Australia
Austria
Brazil
Canada
Colombia
Czech Republic
Denmark
England
Finland
France
Germany
Greece
Hong Kong
Ireland
Italy
Korea, Republic of
Luxembourg
Mexico
Netherlands (The)
New Zealand
Poland
Portugal
Puerto Rico
Singapore
Sweden
Switzerland
Taiwan, Republic of China
United States of America
Venezuela
Total No. of Countries: 30
---------------------- --
Attachment A-1
<PAGE>
ATTACHMENT "B"
TO
PERFORMANCESHARE
1997 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION
PARTICIPATING EMPLOYERS
-----------------------
(as of initial grant in January 1997)
ELECTRONIC DATA SYSTEMS CORPORATION, A DELAWARE CORPORATION
AND
EACH OF THE FOLLOWING:
A.T. Kearney (Hong Kong) Limited, a Hong Kong company
A.T. Kearney (International) AG, a Switzerland corporation
A.T. Kearney (Portugal) Consultadoria de Gestao LDA, a Portugal corporation
A.T. Kearney A/S, a Denmark corporation
A.T. Kearney AB, a Sweden corporation
A.T. Kearney Argentina S.A., an Argentina corporation
A.T. Kearney Australia Pty Ltd, an Australia corporation
A.T. Kearney B.V., a Netherlands corporation
A.T. Kearney de Venezuela, C.A., a Venezuela corporation
A.T. Kearney GmbH, a Germany corporation
A.T. Kearney International, Inc., a Delaware corporation
A.T. Kearney Limited, an England corporation
A.T. Kearney Ltda., a Brazil company
A.T. Kearney New Zealand Limited, a New Zealand corporation
A.T. Kearney Pte. Ltd., a Singapore corporation
A.T. Kearney S.A.S., a France corporation
A.T. Kearney Sp. z.o.o., a Poland corporation
A.T. Kearney, Inc., a Delaware corporation
A.T. Kearney, Ltd., an Ontario corporation
A.T. Kearney, Oy., a Finland corporation
A.T. Kearney, S.A. de C.V., a Mexico corporation
A.T. Kearney, S.p.A., an Italy corporation
Centrum voor Agri-Informatisreing B.V., a Netherlands corporation
Centrum voor Informatieverwerking N.V., a Netherlands corporation
Databank Systems Limited, a New Zealand corporation
E.D.S. Canada Leasing Ltd., a Canada corporation
E.D.S. de Mexico, Sociedad Anonima de Capital Variable, a Mexico corporation
E.D.S. International Corporation, a Texas corporation
E.D.S. of Canada, Ltd., a Canada corporation
EDS (Australia) Pty Limited, an Australia corporation
Attachment B-1
<PAGE>
EDS (Electronic Data Systems) Limited, an England corporation
EDS (Europe) S.A., a Switzerland corporation
EDS (Korea) Ltd., a Korea corporation
EDS (New Zealand) Holdings Limited, a New Zealand corporation
EDS (New Zealand) Limited Staff Superannuation Fund, a New Zealand corporation
EDS (Schweiz) AG, a Switzerland corporation
EDS Beratungsgesellschaft mbH, a Germany corporation
EDS Beteiligungsverwaltungsgesellschaft Duisburg mbH, a Germany corporation
EDS Consulting GmbH Unternehmensberatung, a Germany corporation
EDS Desenvoluimento de Productos Ltda., a Brazil company
EDS Electronic Data System Luxembourg S.A., a Luxembourg corporation
EDS Electronic Data Systems (Hong Kong) Limited, a Hong Kong corporation
EDS Electronic Data Systems Fertigungsindustrie (Deutschland) GmbH, a Germany
corporation
EDS Electronic Data Systems Industrien (Deutschland) GmbH, a Germany corporation
EDS Electronic Data Systems Italia S.p.A., an Italy corporation
EDS Electronic Data Systems Italia Software S.p.A., an Italy corporation
EDS EPSYDRE, a France corporation
EDS Europe, an England corporation
EDS Financial Services Company (Ireland) Limited, an Ireland corporation
EDS Forsvars Services AB, a Sweden corporation
EDS Global Services, Inc., a Delaware corporation
EDS Holding GmbH, a Germany corporation
EDS Information Management AG, a Switzerland corporation
EDS Informationstechnologie und Service (Deutschland) GmbH, a Germany
corporation
EDS Informatique S.A., a Switzerland corporation
EDS International (France) S.A.S., a France corporation
EDS International (Greece), a Greece corporation
EDS International (Singapore) Pte. Limited, a Singapore corporation
EDS Kaufmnnische Dienste und Informatik GmbH, a Germany corporation
EDS New Zealand Limited, a New Zealand corporation
EDS Poland Sp. z.o.o., a Poland corporation
EDS s.r.o., a Czech Republic corporation
EDS Vermogensverwaltungs-GmbH, a Germany corporation
EDS-Electronic Data Systems de Portugal Lda, a Portugal corporation
EDS-Electronic Data Systems do Brasil Ltda, a Brazil company
EDS-Padcom Clinical Research Beteiligungs GmbH, a Germany corporation
Effe Sistemi S.p.A., an Italy corporation
Electronic Data Systems (EDS) de Argentina S.A., an Argentina corporation
Electronic Data Systems (EDS) Gesellschaft mbH, an Austria corporation
Electronic Data Systems (EDS) International B.V., a Netherlands corporation
Electronic Data Systems (EDS) Sweden AB, a Sweden corporation
Electronic Data Systems (Ireland) Limited, an Ireland corporation
Electronic Data Systems Colombia, S.A., a Colombia corporation
Electronic Data Systems Danmark A/S, a Denmark corporation
Electronic Data Systems de Venezuela "EDS" C.A., a Venezuela corporation
Attachment B-2
<PAGE>
Electronic Data Systems Limited, an England corporation
Electronic Data Systems Taiwan Corporation, a Taiwan corporation
GCS Limited, a New Zealand corporation
Industrie Daten Idee GmbH, a German corporation
Industrie Software-Systementwicklungs GmbH & Co. KG, a Germany corporation
Information Interchange Limited, a New Zealand corporation
Istiservice S.p.A., an Italy corporation
Oy Electronic Data Systems Ab, a Finland corporation
Padcom Clinical Research GmbH, a Germany corporation
Premida-Comercio, Gestao e Servicos, Lda, a Portugal corporation
Progical S.A., a France corporation
SD-Scicon Pte Limited, a Singapore corporation
SDT Industrie-Leasing GmbH, a Germany corporation
Sistemi Sanitari S.p.A., an Italy corporation
Attachment B-3
<PAGE>
ADDENDUM "A"
TO
PERFORMANCESHARE
1997 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION
The following are provisions, in addition to those provisions in the Plan, which
are applicable to Employees in the respective Participating Countries listed
below. As used herein, capitalized terms shall have the respective meanings
ascribed to such terms in the Plan.
1. ARGENTINA. This Plan may be used to offset and/or compensate any future
---------
performance or profit sharing plans to be established by applicable law or by
collective agreement.
2. AUSTRIA. This Plan is revocable at any time and is a freely offered benefit
-------
by the Participating Employer and is not subject to any legal claim as to
termination indemnities or severance payments.
3. CANADA. There are no additional rights accruing to an eligible Employee as a
------
result of this Plan and the Participating Employer's right to terminate an
eligible Employee is not deemed to have been prejudiced as a result of the
offering and/or implementation of the Plan.
4. DENMARK. Only treasury or new issue shares shall be available to a
-------
Participant upon exercise of an Employee Award. Notwithstanding any other
provision of the Plan, Employee Awards shall not vest during the Moratorium
Period. After the expiration of the Moratorium Period, Employee Awards shall
vest according to the terms of the Plan and Employees who would, under the
terms of the Plan, have vested during the Moratorium Period shall vest
immediately thereafter.
5. ITALY. This Plan is offered by EDS only for the calendar year 1997. EDS, in
-----
its sole and absolute discretion, may or may not choose to implement any new
plan or other similar arrangement in the future.
6. MEXICO. This Plan may be used to offset and/or compensate any future
------
performance or profit sharing plans to be established by applicable law or by
collective agreement.
7. THE NETHERLANDS. Notwithstanding any other provision of the Plan, Employee
---------------
Awards shall not vest during the Moratorium Period. After the expiration of
the Moratorium Period, Employee Awards shall vest according to the terms of
the Plan and Employees who would have vested during the Moratorium Period
shall vest immediately thereafter.
Addendum A-1
<PAGE>
8. SWEDEN. Notwithstanding any other provision of the Plan, Employee Awards
------
shall not vest during the Moratorium Period. After the expiration of the
Moratorium Period, Employee Awards shall vest according to the terms of the
Plan and Employees who would have vested during the Moratorium Period shall
vest immediately thereafter.
Addendum A-1
<PAGE>
ADDENDUM "B"
TO
PERFORMANCESHARE
1997 NONQUALIFIED STOCK OPTION PLAN
OF
ELECTRONIC DATA SYSTEMS CORPORATION
ELECTRONIC DATA SYSTEMS CORPORATION
-----------------------------------
1997 U.K. STOCK OPTION SCHEME
-----------------------------
1. DEFINITIONS AND INTERPRETATION
(1) Unless the context otherwise requires, all expressions defined in the
U.S. Plan shall have the same meaning in the U.K. Scheme, save that:
"Fair Market Value" has the meaning set forth in sub-rule 5(3);
"Option" includes an Approved Stock Option as defined in sub-rule
1(2);
(2) In addition, the following expressions shall have the following
meanings in the U.K. Scheme unless the context otherwise requires:
"Approved Stock Option" means an Option granted in accordance with the
U.K. Scheme;
"Company" means Electronic Data Systems Corporation;
"Grant Date" means in relation to an option means the date on which
the option was granted;
"the Inland Revenue" means the United Kingdom's Commissioners of
Inland Revenue;
"Participating Company" means the Company or a Subsidiary of the
Company;
"the U.K. Scheme" means the Electronic Data Systems Corporation 1997
U.K. Stock Option Scheme as herein set out but subject to any
alterations or additions made under Rule 8 below;
"Schedule 9" means Schedule 9 to the Taxes Act;
"Subsidiary" shall mean a body corporate, whether now or hereafter
existing which is:
Addendum B-1
<PAGE>
(a) a subsidiary of the company within the meaning of Section 736 of
the United Kingdom Companies Act 1985; and is
(b) under the control of Company within the meaning of Section 840 of
the Taxes Act.
"the Taxes Act" means the United Kingdom's Income and Corporation
Taxes Act 1988; and
"the U.S. Plan" means the Electronic Data Systems Corporation
PerformanceShare 1997 Nonqualified Stock Option Plan.
(3) Expressions not otherwise defined herein have the same meanings as
they have in Schedule 9.
(4) Any reference herein to any enactment includes a reference to that
enactment as from time to time modified, extended or re-enacted.
2. APPLICABILITY OF THE U.S. PLAN
Save as hereinafter specified, all the term and provisions of the U.S. Plan
shall apply mutatis mutandis to the grant of Approved Stock Options under
the U.K. Scheme.
3. ELIGIBILITY
(1) Subject to sub-rule (3) below, a person is eligible to be granted an
Approved Stock Option if (and only if) he is a full-time director or
qualifying employee of a Participating Company.
(2) For the purposes of sub-rule (1) above:
(a) a person shall be treated as a full-time director of a
Participating Company if he is obliged to devote to the
performance of the duties of his office or employment with that
and any other Participating Company not less than 25 hours a week
(excluding meal breaks);
(b) a qualifying employee, in relation to a Participating Company, is
an employee of the Participating Company (other than one who is a
director of a Participating Company).
(3) A person is not eligible to be granted an Option under the U.K. Scheme
at any time when he is not eligible to participate in the U.K. Scheme
by virtue of paragraph 8 of Schedule 9.
Addendum B-2
<PAGE>
4. GRANT OF OPTIONS
(1) Subject to sub-rule (3) below, the Committee may grant to any person
who is eligible to be granted an Option under the U.K. Scheme an
Approved Stock Option to acquire Shares which satisfy the requirements
of paragraphs 10 to 14 of Schedule 9, upon the terms set out in the
U.K. Scheme and upon such other objective terms as the Committee may
reasonably specify.
(2) The grant of an Approved Stock Option shall be subject to obtaining
any approval or consent which may be required under the provisions of
any regulation or enactment.
(3) No person shall be granted Approved Stock Options under the U.K.
Scheme which would, at the time they are granted, cause the aggregate
market value of the Shares which he may acquire in pursuance of
options granted to him under the U.K. Scheme or under any other share
option scheme, not being a savings-related share option scheme,
approved under Schedule 9 and established by the Company or by any
associated company of the Corporation (and not exercised) to exceed
or further exceed (Pounds)30,000. Any Stock Options granted in excess
of this amount shall be granted under the U.S. Plan.
(4) For the purposes of sub-rule (3) above:
(a) in the case of an Option granted under the U.K. Scheme the
aggregate market value of the shares shall be calculated as on
the day by reference to which the price at which Shares may be
acquired by the exercise thereof is determined as mentioned in
Rule 5(2) below;
(b) in the case of an Option granted under any other approved scheme,
as at the time when it was granted or, in a case where an
agreement relating to the shares has been made under paragraph 29
of Schedule 9, such earlier time or times as may be provided in
the agreement; and
(c) in the case of any other Option, the aggregate fair market value
of shares shall be calculated as on the day or days by reference
to which the price at which shares may be acquired by the
exercise hereof was determined.
(5) Unless otherwise agreed with the Inland Revenue, the United States
dollar exchange rate for pounds sterling for the purposes of
calculating the limit in sub-rule (3) above shall be the noon buying
rate in the City of London on the day by reference to which the price
at which Shares may be acquired on the exercise of the Option is
determined as mentioned in Rule 5(2) below.
Addendum B-3
<PAGE>
5. EXERCISE PRICE AND CONSIDERATION
(1) Shares shall be issued to the Participant pursuant to the exercise of
an Option only upon receipt by the Company from the Participant of
payment in full in cash.
(2) The price per Share under each Approved Stock Option granted by the
Committee shall be such price as is determined by the Committee before
the grant thereof, provided that it shall not be less than 100% of the
Fair Market Value per Share on the Option Grant Date (or such other
dealing day as may be agreed with the Inland Revenue).
(3) The Fair Market Value per Share on any day shall be determined as
follows:
(a) if shares of the same class as the Shares are quoted on the New
York Stock Exchange, the Fair Market Value per Share shall be the
closing price per Share in the New York Stock Exchange on the
consolidated transaction reporting system on that day (and if
there shall be no sale of Shares reported on such date, the Fair
Market Value shall be deemed equal to the closing price per Share
on the consolidated transaction reporting system for the last
preceding date on which sales of Shares were reported);
(b) if paragraph (a) above does not apply, the Fair Market Value
shall be equal to the market value (within the meaning of Part
VIII of the United Kingdom's Capital Gains Tax Act 1992) of
Shares, as agreed in advance for the purposes of the U.K. Scheme
with the Shares Valuation Division of the Inland Revenue, on that
day.
6. EXERCISE OF OPTIONS
(1) A person is not eligible to exercise an Approved Stock Option granted
under the U.K. Scheme at any time when he is not eligible to
participate in the U.K. Scheme by virtue of paragraph 8 of Schedule 9.
(2) Paragraphs 6 and 7 of the U.S. Plan shall apply in respect of Approved
Stock Options granted under the U.K. Scheme.
(3) An approved stock plan granted under U.K. Scheme may not in any
circumstances be exercised later than twelve (12) months after the
death of the Participant.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER
(1) Paragraph 14 of the U.S. Plan shall apply to Approved Stock Options
granted under the U.K. Scheme in respect of a variation of capital of
the Company only, save that no adjustment under Paragraph 14 shall be
made to an Approved Stock Option at a time
Addendum B-4
<PAGE>
when the U.K. Scheme is approved by the Inland Revenue under Schedule
9 without the prior approval of the Inland Revenue.
(2) If any company ("the acquiring company") obtains control of the
Company as a result of making:
(a) a general offer to acquire the whole of the Common Stock of the
Company which is made on a condition such that if it is satisfied
the person making the offer will have control of the Company, or
(b) a general offer to acquire all the shares in the Company which
are of the same class as the Shares which may be acquired by the
exercise of Options granted under the U.K. Scheme,
any Participant may at any time within the appropriate period (which
expression shall be construed in accordance with paragraph 15(2) of
Schedule 9), by agreement with the acquiring company, release any
Option granted under the U.K. Scheme which has not lapsed ("the old
option") in consideration of the grant to him of an option ("the new
option") which (for the purposes of that paragraph) is equivalent to
the old option but relates to shares in a different company (whether
the acquiring company itself or some other company falling within
paragraph 10(b) or (c) of Schedule 9).
(3) The new option shall not be regarded for the purposes of sub-rule (2)
above as equivalent to the old option unless the conditions set out in
paragraph 15(3) of Schedule 9 are satisfied, but so that the
provisions of the U.K. Scheme shall for this purpose be construed as
if:
(a) the new option were an Option granted under the U.K. Scheme at
the same time as the old option;
(b) except for the purposes of the definitions of "Participating
Company" and "Subsidiary" in Rule 1 above and the references to
"the Committee" in Rule 4(1) above, the reference to Electronic
Data Systems Corporation in the definition of "Company" in
Paragraph 3(e) of the U.S. Plan were a reference to the different
company mentioned in sub-rule (2) above.
8. AMENDMENT AND TERMINATION OF THE U.K. SCHEME
(1) The provisions of Paragraph 6 and Paragraph 13 of the U.S. Plan apply
mutatis mutandis to the U.K. Scheme, save that if an amendment is made
to the U.K. Scheme or to the terms of an Approved Stock Option at a
time when the U.K. Scheme is approved by the Inland Revenue under
Schedule 9, the approval will not thereafter have effect unless the
Inland Revenue have approved the alteration or addition.
Addendum B-5
<PAGE>
(2) As soon as reasonably practicable after making any amendment to the
U.K. Scheme under sub-rule (1) above, the Committee shall give notice
in writing thereof to any Participant affected thereby and, if the
U.K. Scheme is then approved by the Inland Revenue under Schedule 9,
to the Inland Revenue.
(3) In accordance with the Committees' powers under Paragraph 7 of the
U.S. Plan, the Committee shall if it deems necessary delegate
authority to any one or more of the officers of the Company to be
responsible for the administration of the U.K. Scheme.
9. MISCELLANEOUS
(1) Options granted under the U.K. Scheme shall not be transferable or
assignable other than by will or by the laws of descent and
distribution and Paragraph 13 of the U.S. Plan shall only apply to
Options granted under the U.K. Scheme in this respect.
(2) Within thirty days after an Option has been exercised by any person,
the Committee on behalf of the Company shall allot to him or, as
appropriate, procure the transfer to him of the number of Shares in
respect of which the Option has been exercised.
(3) All Shares allotted under the U.K. Scheme shall rank pari passu in all
respect with the Shares of the same class for the time being in issue
save as regards any rights attaching to such shares by reference to a
record date prior to the date of the allotment.
Addendum B-6
<PAGE>
EXHIBIT 5
February 19, 1997
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, TX 75024
Gentlemen:
As General Counsel of Electronic Data Systems Corporation, a Delaware
corporation ("EDS"), I am familiar with the Registration Statement on Form S-8
being filed by EDS pursuant to the Securities Act of 1933, as amended (the
"Act"), with the Securities and Exchange Commission, relating to 8,100,000
shares (the "Shares") of common stock, par value $.01 per share, of EDS pursuant
to PerformanceShare, 1997 Nonqualified Stock Option Plan of Electronic Data
Systems Corporation (the "Plan").
In connection with the foregoing matters, I have examined originals, or
copies certified or otherwise identified to me, of corporate records of EDS and
other documents, records and instruments as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Shares authorized for issuance pursuant to the Plan as currently
in effect have been duly authorized for issuance by EDS.
2. The Shares, when issued pursuant to the Plan in accordance with
Delaware law and upon payment of adequate consideration therefor, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and I express no opinion as to the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5 to the above-
mentioned Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ D. Gilbert Friedlander
-----------------------------------------
D. Gilbert Friedlander
Senior Vice President, Secretary and
General Counsel
<PAGE>
EXHIBIT 23(A)
Consent of Independent Auditors
-------------------------------
The Board of Directors
Electronic Data Systems Corporation:
We consent to the use of our reports dated January 24, 1996, relating to the
consolidated balance sheets of Electronic Data Systems Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income and cash flows for each of the years in the three-year
period ended December 31, 1995, and the related consolidated financial statement
schedule, which reports appear in the Form 8-K of Electronic Data Systems
Corporation dated as of April 23, 1996, incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Dallas, Texas
February 20, 1997
