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Exhibit 4(a)
1999 EDS NON-QUALIFIED
STOCK PURCHASE PLAN
WHEREAS, it is the intention of the Company to offer a global program whereby
eligible employees are granted options to purchase EDS stock at a discounted
price pursuant to terms and conditions substantially similar to those of the
1996 Electronic Data Systems Corporation Stock Purchase Plan (the "Section 423
Plan") as qualified pursuant to Section 423 of the Internal Revenue Code of
1986, as amended ("Code").
WHEREAS, the Section 423 Plan, as written, cannot be offered in certain
countries without creating adverse tax or securities consequences to the
intended participants or the participating employer.
WHEREAS, the Compensation and Benefits Committee of the EDS Board of Directors
("Board of Directors"), the Compensation and Benefits Committee was presented
with the proposal to devise a non-qualified stock purchase plan substantially
similar to the Section 423 Plan which may be supplemented or modified, as
needed, to conform to the various local laws and regulations governing such
plans for those non-U.S. subsidiaries of the Company which are authorized by the
Compensation and Benefits Committee or its delegate to participate in the Plan
("Participating Employer").
WHEREAS, At its meeting on March 30, 1999, the Compensation and Benefits
Committee approved the adoption of the EDS Non-qualified Stock Purchase Plan
intended to be substantially similar to the Section 423 Plan except as necessary
or appropriate to provide advantageous taxation treatment or to comply with the
laws and regulations of certain non-U.S. countries where extending the Section
423 Plan would otherwise be inadvisable or inappropriate.
NOW THEREFORE, The 1999 EDS Non-qualified Stock Purchase Plan ("Plan") is
effective as of January 1, 2000, to provide options to eligible employees of
participating employers in accordance with the following terms and conditions:
1. Purpose of Plan. The purpose of the Plan is to provide employees of certain
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ensure the future growth of the Company by enabling such employees to
acquire shares of common stock, $.01 par value per share (the "EDS Stock"),
of EDS, in the manner contemplated by the Plan. Rights to purchase EDS
Stock offered pursuant to the Plan are a matter of separate inducement and
not in lieu of any salary or other compensation for the services of any
employee.
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The provisions of the Plan are subject to the provisions stated in the
Appendices incorporated into this Plan and applicable to certain foreign
subsidiaries. To the extent that the provisions in an Appendix for a
foreign subsidiary conflict with the provisions in this Plan, the
provisions in the Appendix will be controlling with respect to employees of
such subsidiary.
2. Amount of Stock Subject to the Plan: Payment for Shares. The total number
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of shares of EDS Stock that may be issued pursuant to rights of purchase
granted under the Plan shall not exceed 25,000 shares of authorized EDS
Stock. In the discretion of the Board of Directors of EDS (the "Board of
Directors") or its delegate, such shares may be: (i) treasury shares,
including shares acquired by EDS in open market transactions; or (ii)
authorized but unissued shares. If a right of purchase under the Plan
expires or is terminated unexercised for any reason, the shares as to which
such right so expired or terminated again may be made subject to a right of
purchase under the Plan.
3. Administration. The Plan shall be administered by EDS ("Administrator") at
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the direction of the Benefits Oversight Committee ("Committee"). To the
extent necessary, the Administrator may delegate any of its duties or
responsibilities as they pertain to a Participating Employer to such
Participating Employer. Any Participating Employer may appoint or engage
any person or persons as a third party administrator to perform ministerial
functions pertaining to the issuance, accounting, recordkeeping,
forfeiture, exercise, communication, transfer, or any other functions or
activities necessary or appropriate to administer and operate the Plan. Any
third party administrator who is not an employee of EDS or a Participating
Employer, shall be required to be bonded and insured for errors and
omissions insurance in such amounts and by such carrier as is deemed
suitable and appropriate by the Administrator. The Committee shall hold
meetings at such times and places as it may determine and may take action
by unanimous written consent or by means of a meeting held by conference
telephone call or similar communications equipment pursuant to which all
persons participating in the meeting can hear each other. The Committee or
the Administrator may request advice or assistance or employ such other
persons as it deems necessary for proper administration of the Plan.
Subject to the express provisions of the Plan and the requirements of
applicable law, the Committee shall have authority, in its discretion, to
determine when each offering hereunder of rights to purchase shares
(hereinafter "offering") shall be made, the duration of each offering, the
dates on which the purchase period for each offering shall begin and end,
the total number of shares subject to each offering, the purchase price of
shares subject to each offering and the exclusion of any classes of
employees. Subject to the express provisions of the Plan, the Committee has
authority (a) to construe offerings, the Plan and the respective rights to
purchase shares, (b) to prescribe, amend and rescind rules and regulations
relating to the Plan and (c) to make all other determinations necessary or
advisable for administering the Plan. The determination of the Committee
with respect to matters referred to in this Section 3 as within its
province shall be conclusive, except that, to the extent required by law or
by the Certificate of Incorporation or By-Laws of EDS, the terms of any
offering shall be subject to ratification by the Board of Directors or the
Committee prior to the effective date of such offering .
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4. Eligibility. No right to purchase shares shall be granted hereunder to a
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person who is not an employee of a Participating Employer. Except as may be
specifically provided otherwise by the Committee, for purposes of the Plan,
the terms "parent corporation" and "subsidiary corporation" shall have the
meanings respectively given to such terms in Sections 424(e) and 424(f) of
the Code. Each offering shall be made to all employees of a Participating
Employer who satisfy the eligibility requirements as set forth on the
Appendix for such Participating Employer.
5. Offerings. The Committee may grant to all eligible employees of
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Participating Employers the right to purchase shares under the terms
hereinafter set forth. The terms and conditions of each offering shall
state its effective date, shall define the duration of such offering and
the purchase period thereunder, shall specify the number of shares that may
be purchased thereunder, shall specify the purchase price for such shares
and shall specify what class of employees, if any, are excluded. During the
purchase period specified in the terms of an offering (or during such
portion thereof as an eligible employee may elect to participate), payroll
deductions shall be made from such employee's compensation pursuant to
Sections 6 and 7. Any stated purchase period shall end no later than 27
months from the effective date of any offering hereunder.
6. Participation. An employee eligible on the effective date of an offering or
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thereafter during the offering may participate in such offering by
enrolling in the manner prescribed by the Administrator. An employee shall
be considered a "Participant" in the Plan as of the date of the effective
date of the enrollment and shall be a Participant in the Plan for so long
as contributions are being made, or money or stock are credited, to such
Participant's Plan account.
7. Payments. A Participant may instruct the Administrator to direct any whole
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percentage up to a maximum of 10% of the Participant's compensation
received during the purchase period specified in an offering (or during
such portion thereof as he/she may be eligible) for the purchase of options
hereunder. Payments for options hereunder shall be in the manner and method
prescribed by the Administrator which may include payroll deductions
whenever possible. If payments are to be made through payroll deductions
then the Administrator will maintain a payroll deduction account for each
Participant who is making such payroll deductions.
8. Deduction Changes. At any time prior to the end of the applicable purchase
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period, a Participant may instruct the Administrator to temporarily
discontinue payments. Such instructions are effective only if delivered in
the form and manner prescribed by the Administrator. The Administrator may
establish limits on the number of times a Participant may be entitled to
change the percentage of compensation directed for the purchase of options
under the Plan or may temporarily discontinue payments. Any change or
suspension of payments shall not become effective sooner than the next
payroll period after the Participant properly delivered the directions for
such change or suspension to the Administrator.
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9. Withdrawal of Funds. A Participant may at any time and for any reason
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withdraw the entire cash balance then accumulated in such Participant's
Plan account and thereby withdraw from participating in an offering. Upon
withdrawal of the cash balance in a Participant's Plan account, such
Participant shall cease to be eligible to participate in the offering
pursuant to which the withdrawn funds were withheld. Partial withdrawals
shall not be permitted. Any cash balance withdrawn in accordance with this
Section 9 shall only be paid out directly to the Participant, or the estate
or personal representative of the Participant in accordance with the
written instructions delivered to the Administrator.
10. Right of Purchase--Option for a Maximum Number of Shares. The right of an
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employee to purchase stock pursuant to an offering under the Plan shall be
an "option" (and an offering shall be the "grant" of such option) to
purchase a maximum number of EDS Stock. In no event may any provisions
hereunder permit a Participant to be granted an option hereunder for the
purchase of EDS Stock in any amount greater than the limits established
under the Section 423 Plan.
11. Maximum Allotment of Rights of Purchase. Any right to purchase shares under
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the Plan shall be subject to applicable controlling laws.
12. Purchase Price. The purchase price for each share under each right of
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purchase granted pursuant to an offering shall not be less than the lesser
of: (i) an amount equal to 85% of the fair market value (defined below) of
such share at the time the right of purchase is granted; or (ii) an amount
which under the terms of the option is not less than 85% of the fair market
value of such share at the time the right to purchase is exercised. The
"fair market value" of a share of EDS Stock on any given date shall be the
mean between the high and low sale prices on the New York Stock Exchange
Composite Tape for EDS Stock, as reported by the Dow Jones News/Retrieval
Service of Dow Jones and Company, Inc., on such date or on the date
immediately prior thereto on which such prices for EDS Stock are so
reported or, if not so reported, as reported in a newspaper of national
circulation selected by the Committee or, in case no such sales take place
on such date, the mean of the closing bid and asked prices (regular way) on
the New York Stock Exchange Composite Tape on such date or, if the EDS
Stock is not then listed or admitted to trading on the New York Stock
Exchange, the mean between the high and low sale prices on such date or, in
case no sales take place on such date, the mean of the closing bid and
asked prices (regular way) on the largest principal United States
securities exchange on which such stock is then listed or admitted to
trading, or if not listed or admitted to trading on any principal national
securities exchange, then the last reported sales prices for such shares in
the over-the-counter market, as reported on the National Association of
Securities Dealers Automated Quotations System or, if such sale prices
shall not be reported thereon, the mean of the closing bid and asked prices
as reported thereon, or if such prices shall not be reported thereon, as
the same shall be reported by the National Quotation Bureau Incorporated,
or, in all other cases, the mean of two appraisals of fair market value,
each of which shall be furnished by a New York Stock Exchange member firm
selected by the Committee for that purpose. In the event the funds in the
Participant's Plan account are in a currency other than United States
dollars on
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any investment date (as defined below), for purposes of determining the
maximum whole number of shares that may be purchased pursuant to Section
13, and for any other purpose under the Plan, such monies shall be deemed
to have been converted into United States dollars based upon the foreign
exchange selling rates, as reported by the Dow Jones News/Retrieval Service
of Dow Jones and Company, Inc., on such date, or if not so reported on such
date, as reported on the next preceding date on which such rates are
reported.
13. Method of Payment. As of the last Friday in each calendar month, except
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the last calendar month of a purchase period, and as of the last day of
each month (each of such dates being known as an "investment date"), the
Plan account of each Participant shall be totaled. If on an investment
date, any Participant's Plan account has at least Three Hundred and 00/100
Dollars ($300.00) or an amount equal to the purchase price of ten (10)
shares of EDS Stock then, on such investment date such Participant shall
purchase without any further action, the maximum whole number of shares
(subject to the limitation provided in Section 10) possible at the then
fair market value of such shares as determined in accordance with Section
12 together with any fees or charges associated with such purchase that can
be purchased with the funds in such Participant's Plan account, provided
that fractional shares may not be purchased. The Participant's Plan account
shall be charged for the amount of the purchase and a stock certificate
shall be issued for the benefit of the Participant as soon thereafter as
practicable for the shares so purchased, which certificate may be issued in
nominee name. Participant's Plan account at the end of each purchase period
shall be refunded to such Participant. All funds in Plan accounts may be
used by EDS for its general corporate purposes as the board of directors of
EDS shall determine. However, the last purchase on the last investment date
of a grant year shall be for the maximum whole number of shares (subject to
the limitation provided in Section 10) possible that can be purchased with
the funds available in such Participant's Plan account, and all cash
remaining in such Participant's Plan account thereafter shall be returned
to the Participant.
14. Issuance of Certificates and Payment of Expenses. Upon request and after
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expiration of applicable restrictions, certificates representing shares
purchased under the Plan may be issued in the name of the Participant or,
if indicated on an appropriate form by the Participant then, to the extent
allowable under local law, either: (i) in such Participant's name jointly
with a member of such Participant's family, with right of survivorship;
(ii) in the name of a fiduciary for the employee (in the event the employee
is under a legal disability to have certificates issued in such
Participant's name); or (iii) in a manner giving effect to the status of
such shares as community property in jurisdictions where applicable. Upon
termination of employment with EDS or any of its subsidiaries or
affiliates, certificates representing both restricted and nonrestricted
shares purchased under the Plan will be issued in the name of the
Participant and forwarded to such Participant's account address on file
with the Plan's transfer agent of record. In the event of a final non-
appealable court-ordered account distribution, certificates representing
both restricted and nonrestricted shares purchased under the Plan will be
issued in the name and to the address specified in the court documents
provided to the office of the Administrator.
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15. Rights as a Stockholder. A Participant shall have no rights as a
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stockholder with respect to any shares covered by a right of purchase until
a stock certificate for such shares is issued to the benefit of such
Participant, which stock certificate may be issued in nominee name. No
adjustment will be made for dividends (ordinary or extraordinary, whether
in cash or in other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued,
except as provided in Section 18.
16. Sale of Stock. Shares of EDS Stock purchased under the Plan shall only be
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sold or transferred as set forth in the Appendix of the Participating
Employer. Shares issued under the Plan will the appropriate restrictive
legend, as applicable.
17. Rights Not Transferable. Rights to purchase shares under the Plan are not
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transferable by a participating employee and may be exercised only by such
Participant during such Participant's lifetime.
18. Adjustment of Shares. If any change is made in the number, class or rights
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of EDS Shares subject to the Plan or subject to any offering under the Plan
(through merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, combination of shares, exchange of shares, issuance of
rights to subscribe or other change in capital structure), appropriate
adjustments shall be made as to the maximum number of shares subject to the
Plan and the number of shares and price per share subject to outstanding
rights of purchase as shall be equitable to prevent dilution or enlargement
of such rights; provided, however, that any such adjustment shall comply
with the relevant country's rules regarding corporate reorganizations and
liquidations if the transaction is a corporate reorganization or
liquidation; and provided further that in no event shall any adjustment be
made that would render any offering to be other than an offering pursuant
to an employee stock purchase plan within the meaning of the relevant
country's laws.
19. Retirement, Termination and Death. In the event of a Participant's
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retirement or termination of employment, the amount in any Participant's
Plan account shall be refunded to such Participant and the restricted and
nonrestricted shares of stock held for such Participant's benefit by the
Plan shall be issued to such Participant, and in the event of such
Participant's death, such amount and stock shall be paid and issued to such
Participant's estate.
20. Amendment of the Plan. This Plan may be amended at any time by the
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Committee, provided that, without the approval of the stockholders of EDS
entitled to vote thereon, no such amendment shall become effective if it
would: (i) increase the number of shares reserved for rights of purchase
under the Plan; or (ii) modify the requirements as to eligibility for
participation in the Plan.
21. Termination of the Plan. The Plan and all rights of employees hereunder
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shall terminate: (i) on the investment date that participating employees
become entitled to purchase a number of shares greater than the number of
shares that remain available for purchase under the Plan; or (ii) in the
discretion of the Committee, upon the completion of any purchase period. In
the event that the Plan terminates under circumstances described in (i)
above,
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shares remaining available for purchase under the Plan as of the
termination date shall be issued to Participants on a pro rata basis. Any
cash balances remaining in Participants' Plan accounts upon termination of
the Plan shall be refunded as soon thereafter as practicable. The powers of
the Committee provided by Section 3 to construe and administer any right to
purchase shares granted prior to the termination of the Plan shall
nevertheless continue after such termination.
22. Listing of Shares and Related Matters. If at any time the Committee shall
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determine, based on opinion of counsel, that the listing, registration or
qualification of the shares covered by the Plan upon any United States
securities exchange or under any state, Federal, or foreign law or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares under the Plan, no shares will be sold, issued or delivered unless
and until such listing, registration, qualification, consent or approval
shall have been effected or obtained, or otherwise provided for, free of
any conditions not acceptable to counsel.
23. Third Party Beneficiaries. None of the provisions of the Plan shall be for
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the benefit of or enforceable by any creditor of a Participant. A
Participant may not create a lien on any portion of the cash balance
accumulated in such Participant's payroll deduction account or on any
shares covered by a right to purchase before a stock certificate for such
shares is issued for such Participant's benefit.
24. General Provisions. The Plan shall neither impose any obligation on the
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Employers to continue the employment of any Participant or eligible
employee, nor impose any obligation on any Participant to remain in the
employ of the Employers. For purposes of the Plan, an employment
relationship shall be deemed to exist between an individual and a
Participating Employer if, at the time of the determination, the individual
was an "employee" of such Participating Employer. For purposes of the Plan,
the transfer of an employee from employment between Participating Employers
shall not be deemed a termination of employment of the employee. Subject to
the specific terms of the Plan, all employees granted rights to purchase
shares hereunder shall have the same rights and privileges.
25. Governing Law. Except where jurisdiction is exclusive to the foreign
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jurisdiction, federal courts or except as governed by federal law, the Plan
and rights to purchase shares that may be granted hereunder shall be
governed by and construed and enforced in accordance with the laws of the
State of Texas.
26. Effective Date. The Plan shall be effective as of January 1, 1999.
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Participating Employers shall be eligible to participate in the Plan on the
date specified in the respective Appendix. Provided, however, that no
purchase period under the Plan may begin until a Registration Statement
under the Securities Act of 1933, as amended, covering the shares to be
issued under the Plan has become effective.
27. Dividend Reinvestment. Any employee or any employee who, upon separation
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from an Employer, was eligible for an early or normal retirement benefit
under the terms of the
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pension plan or policies of the Participating Employer ("Retiree"), and
who, pursuant to Sections 6 and 28, has any shares to his benefit in the
Plan for which certificates have not been issued pursuant to Section 14,
may elect to have any and all dividends issued on such shares reinvested in
additional shares at full fair market value. The Administrator shall
establish and communicate all procedures necessary for employees or
Retirees to reinvest dividends, including the charging of any reasonable
fee to participating employees or Retirees for reinvesting dividends in
accordance herewith.
28 Deposit of Certificated Shares. Any employee of an Employer who holds EDS
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Stock certificates issued in any manner specified in Section 14(i)-(iii)
representing shares of EDS Stock, may deposit the EDS Stock certificates
into the Plan by transferring such shares into nominee name. Any such
transfer of certificated shares shall be made pursuant to procedures
established by the Administrator. Any employee who elects to transfer
shares into nominee name pursuant to this Section is not required to
participate pursuant to Plan Sections 6 and 7, but shall be eligible to
invest dividends earned on such shares transferred pursuant to this Section
in accordance with Section 27.
29. Retirees. Notwithstanding anything to the contrary in Section 14 or
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elsewhere in the Plan, Retirees who, by reason of Section 6 acquired shares
pursuant to the Plan, may continue to hold such shares in nominee name and
elect to invest the dividends earned therein in accordance with Section 27
but may not purchase any additional shares pursuant to Sections 6 and 7 .
This EDS Non-qualified Stock Purchase Plan as approved by the Compensation and
Benefits Committee of the Board of Directors of Electronic Data Systems
Corporation is hereby signed on this 30th day of December, 1999.
ELECTRONIC DATA SYSTEMS CORPORATION
/s/ TROY W. TODD
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Troy W. Todd, Executive Vice President
Leadership and Change Management
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Appendix A
Belgium
Effective Date. The following Subsidiaries in Belgium shall be eligible to be
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participating Employers as of January 1, 2000. Employees of such Participating
Employers may contribute into the Plan at such time as the Administrator has
completed the procedures necessary to accommodate the Plan's administration for
such Participating Employer.
Eligibility. Each offering shall be made to all employees of any of the
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following Subsidiaries:
A.T. Kearney N.V.
EDS Defense N.V.
EDS-Scicon N.V.
Electronic Data Systems Belgium N.V.
Management Computer Equipment, S.A.
each a Participating Employer, shall be eligible to participate in the
Plan, except: (i) employees whose customary employment is 20 hours or less
per week or not more than five months in any calendar year; and (ii) in the
discretion of the Committee, as specified in the terms of any offering, the
following classes of employees: officers, highly compensated employees and
employees whose principal duties consist of supervising the work of other
employees.
Sale of Stock. Shares of EDS Stock purchased under the Plan may only be sold or
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transferred after two years of the date of purchase. Shares issued under
the Plan will carry a restrictive legend to this effect.
Payment. Purchase of shares shall be accomplished through a direct purchase and
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not a payroll deduction. The process for such purchase shall be established
by the Administrator.
