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Restricted Stock Restricted Stock Agreement - PEROT SYSTEMS CORP - 3-31-1998

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Restricted Stock Restricted Stock Agreement - PEROT SYSTEMS CORP - 3-31-1998 Powered By Docstoc
					12/22/95 EXHIBIT 10.34 MORTON H. MEYERSON RESTRICTED STOCK RESTRICTED STOCK AGREEMENT THIS AGREEMENT, dated as of December 22, 1995, is by and between Perot Systems Corporation ("Perot Systems"), a Delaware corporation and Morton H. Meyerson ("Participant"). WITNESSETH: WHEREAS, Perot Systems has adopted the Perot Systems Corporation Restricted Stock Plan (the "Plan") to enable employees of Perot Systems and its subsidiaries to acquire shares of Common Stock, $0.01 par value, of Perot Systems ("Common Stock") in accordance with the provisions of the Plan; and WHEREAS, the Restricted Stock Committee of Perot Systems (the "Committee") has selected Participant to participate in the Plan and granted Participant the right to purchase shares of Common Stock in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and other terms and conditions set forth in this Agreement, Perot Systems and Participant agree as follows: 1. Purchase and Sale. Subject to the terms, conditions, and restrictions set forth in this Agreement, Perot Systems hereby sells to Participant, and Participant hereby purchases from Perot Systems, for a purchase price of $1.75 per share payable contemporaneously with the execution hereof, 200,000 shares of Common Stock (such shares, together with any successor security, property or cash issued or distributed by Perot Systems or any successor entity, whether by way of merger, consolidation, share exchange, reorganization, liquidation, recapitalization, dividend or otherwise on such shares, the "Restricted Stock"). 2. Stock Repurchase. (a) Subject to Section 2(e) below, if (A) Participant voluntarily resigns from his position as a Director of Perot Systems and if Participant and Perot Systems do not reach a mutually agreeable arrangement for Participant to remain with Perot Systems or (B) the SBC Event has not occurred by September 1, 1996 (the first such event to occur the "Repurchase Event"), Perot Systems shall have the right to repurchase from the Buyer the Unvested Stock (as defined below) for the Repurchase Amount (as defined below) (the "Repurchase"). (b) Upon the occurrence of the Repurchase Event, Perot Systems shall have 30 days to give written notice (the "Repurchase Notice") to the Buyer of Perot Systems' decision to cause the Repurchase. The Repurchase Notice shall state the number of the Unvested Stock (as defined below). Subject to Section 2(c) below, the Buyer shall then have 30 days to deliver to Perot Systems stock certificates representing the number of 1

shares of the Unvested Stock in exchange for the payment by Perot Systems to the Buyer of the Repurchase Amount, with payment to be made by check or wire transfer of same-day funds. (d) For purposes of this Section 2, the following terms shall be defined as set forth below: (i) "SBC Event" means the occurrence of both (1) the execution by Perot Systems Corporation or its subsidiary and Swiss Bank Corporation or its subsidiary of the SBC Warburg EPI Agreement in substantially the form as provided in the December 21, 1995 draft, with such changes thereto as the officer executing the same for Perot

shares of the Unvested Stock in exchange for the payment by Perot Systems to the Buyer of the Repurchase Amount, with payment to be made by check or wire transfer of same-day funds. (d) For purposes of this Section 2, the following terms shall be defined as set forth below: (i) "SBC Event" means the occurrence of both (1) the execution by Perot Systems Corporation or its subsidiary and Swiss Bank Corporation or its subsidiary of the SBC Warburg EPI Agreement in substantially the form as provided in the December 21, 1995 draft, with such changes thereto as the officer executing the same for Perot Systems may deem appropriate, such appropriateness to be conclusively evidenced by such officer's signature thereto, and (2) to the extent that such SBC Warburg EPI Agreement contains a provision specifically permitting Swiss Bank Corporation to unwind such agreement before September 1, 1996 if approval of the Board of Governors of the Federal Reserve System is not obtained, then the expiration of such period as provided in the agreement without such an unwind, or earlier if such consent is obtained. (ii) "Repurchase Amount" means the product of (i) number of the Unvested Stock and (ii) the sum of $1.75 and interest on such $1.75 at an interest rate of 8% per annum, compounded annually, and computed from the date of this Agreement to the date of the Repurchase. (iii) "Unvested Stock" means a number of shares of Perot Systems' common stock equal to the product of (a) 200,000 minus the number of shares of Restricted Stock purchased hereunder that Participant transfers to affiliates (who may be affiliated by marriage) of employees or consultants of Perot Systems or its subsidiaries after the SBC Event and (b) 1 minus the quotient of the number of full months that Participant remains as a Director of Perot Systems commencing on the Effective Date, divided by sixty months, provided that the number of the Unvested Stock shall never be less than zero (0). (iv) "Vested Stock" means the Restricted Stock minus the Unvested Stock. (e) Notwithstanding anything in this Section 2 to the contrary, Participant shall not have voluntarily resigned from Perot Systems if his decision to resign from Perot Systems (or his inability to continue to serve Perot Systems in such capacity) is caused by one or more of the following events: (i) the death or disability of Participant or the termination of Participant by Perot Systems from his position as a Director (and disability shall occur upon the mental or physical disability of Participant that will permanently prevent Participant from performing his duties for Perot Systems); 2

(ii) a request to provide full-time services to the U.S. government or an agency thereof or one working for such government or agency and after consulting with Participant, Perot Systems' Board of Directors agrees to permit Participant to leave his position a Director of Perot Systems; (iii) Participant is constructively terminated from his position, such as being assigned tasks to perform work not suitable for a Director; (iv) Perot Systems requests Participant to relocate from the City of Dallas; (v) Perot Systems demands excessive travel from Participant; (vi) Perot Systems, its Board of Directors, or one of Perot Systems' officers requests Participant to engage in any conduct that is not moral or ethical or in violation of law; or (vii) the Board of Directors of Perot Systems makes a major change in corporate policy or has decided that Perot Systems should engage in a significant corporate development or transaction and Participant has voted against such decision or Participant is not present at the meeting where the decision is made; provided that (a) Participant has delivered written notice to each of the members of the Board of Directors within 5 days of the date of the Board decision (or if Participant is not present at the meeting when the decision is made, within 5 days of notice from the Board to him of its decision), requesting the Board to reverse its decision and informing the

(ii) a request to provide full-time services to the U.S. government or an agency thereof or one working for such government or agency and after consulting with Participant, Perot Systems' Board of Directors agrees to permit Participant to leave his position a Director of Perot Systems; (iii) Participant is constructively terminated from his position, such as being assigned tasks to perform work not suitable for a Director; (iv) Perot Systems requests Participant to relocate from the City of Dallas; (v) Perot Systems demands excessive travel from Participant; (vi) Perot Systems, its Board of Directors, or one of Perot Systems' officers requests Participant to engage in any conduct that is not moral or ethical or in violation of law; or (vii) the Board of Directors of Perot Systems makes a major change in corporate policy or has decided that Perot Systems should engage in a significant corporate development or transaction and Participant has voted against such decision or Participant is not present at the meeting where the decision is made; provided that (a) Participant has delivered written notice to each of the members of the Board of Directors within 5 days of the date of the Board decision (or if Participant is not present at the meeting when the decision is made, within 5 days of notice from the Board to him of its decision), requesting the Board to reverse its decision and informing the Board that he intends to resign because of such decision and (b) the Board has not reversed its decision and so informed Participant within 30 days of the receipt of the notice given by Participant. This provision will not apply to the refusal by the Board of Directors to approve a policy, development or transaction recommended by Participant. 3. Compliance with Securities Laws. Participant hereby represents and warrants that Participant has acquired the Restricted Stock for Participant's own account and not with a view to any resale or distribution thereof. Participant agrees that neither he nor any subsequent holder of the Restricted Stock will sell or otherwise transfer any shares of Restricted Stock in any way that may result in a violation of any federal or state securities laws or regulations. Participant further acknowledges and agrees that Perot Systems may require any subsequent purchaser or other transferee of shares of Restricted Stock that cannot be publicly traded to provide Perot Systems, prior to such sale or other transfer, with such representations, commitments and opinions regarding compliance with applicable securities laws and regulations as Perot Systems may deem necessary or advisable. 4. Stock Certificate. If requested by Participant, Perot Systems will issue and deliver to Participant certificates representing any shares of Vested Stock held by Participant. Perot 3

Systems may require that any certificates or other property representing shares of Unvested Stock remain in the possession of Perot Systems or an escrow agent designated by the Committee. Each certificate representing Vested Stock or Unvested Stock shall bear such legends as the Committee may determine to be necessary or appropriate. Whether or not certificates representing such shares have been issued or delivered, Participant shall have all the rights of a shareholder of Restricted Stock, including voting, dividend and distribution rights, with respect to all shares of Restricted Stock, both Vested Stock and Unvested Stock, held by Participant, but any and all stock and/or cash dividends (other than normal periodic cash dividends), distributions in property, or other distributions made on or in respect of the Restricted Stock, whether resulting from a subdivision, combination or reclassification of the Restricted Stock of any issuer thereof or received in exchange for Restricted Stock or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any such issuer may be a party or otherwise, and any and all cash and other property received in exchange for the Restricted Stock or received in payment of the principal of or in redemption of the Restricted Stock (either at maturity, upon call for redemption or otherwise), shall remain in the possession of Perot Systems for Unvested Stock. 5. Income Tax Withholding. Participant acknowledges and agrees that Participant shall, upon request by Perot Systems from time to time, reimburse Perot Systems for, or Perot Systems may withhold from sums otherwise payable to Participant, any amounts Perot Systems is required to remit to applicable taxing authorities as income

Systems may require that any certificates or other property representing shares of Unvested Stock remain in the possession of Perot Systems or an escrow agent designated by the Committee. Each certificate representing Vested Stock or Unvested Stock shall bear such legends as the Committee may determine to be necessary or appropriate. Whether or not certificates representing such shares have been issued or delivered, Participant shall have all the rights of a shareholder of Restricted Stock, including voting, dividend and distribution rights, with respect to all shares of Restricted Stock, both Vested Stock and Unvested Stock, held by Participant, but any and all stock and/or cash dividends (other than normal periodic cash dividends), distributions in property, or other distributions made on or in respect of the Restricted Stock, whether resulting from a subdivision, combination or reclassification of the Restricted Stock of any issuer thereof or received in exchange for Restricted Stock or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any such issuer may be a party or otherwise, and any and all cash and other property received in exchange for the Restricted Stock or received in payment of the principal of or in redemption of the Restricted Stock (either at maturity, upon call for redemption or otherwise), shall remain in the possession of Perot Systems for Unvested Stock. 5. Income Tax Withholding. Participant acknowledges and agrees that Participant shall, upon request by Perot Systems from time to time, reimburse Perot Systems for, or Perot Systems may withhold from sums otherwise payable to Participant, any amounts Perot Systems is required to remit to applicable taxing authorities as income tax withholding with respect to the Restricted Stock. If Participant fails to reimburse Perot Systems for any such amount when requested, Perot Systems shall have the right to recover that amount by selling sufficient shares of Participant's Unvested Stock. 6. Compliance with Plan. Participant acknowledges that this Agreement is entered into, and the Restricted Stock is issued, pursuant to the Plan and agrees to comply with the provisions of the Plan, as it may be amended from time to time, to the extent that such provisions are not inconsistent with the provisions of this Agreement. 7. Notices. Any notice to Perot Systems or Company that is required or permitted by this Agreement shall be addressed to the attention of the Secretary of Perot Systems at its principal office. Any notice to Participant that is required or permitted by this Agreement shall be addressed to Participant at the most recent address for Participant reflected in the appropriate records of Perot Systems. Either party may at any time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing to be effective and, if mailed, shall be deemed to have been given on the third business day after the same is enclosed in an envelope, addressed to the party to be notified at the appropriate address, properly stamped, sealed and deposited in the United States mail, and, if mailed to Perot Systems, by certified mail, return receipt requested. 4

8. Remedies. Perot Systems shall be entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and other equitable relief to enforce the provisions of this Agreement. Any action to enforce the provisions of, or otherwise relating to, this Agreement may be brought in the appropriate courts in Dallas, Dallas County, Texas. 9. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and assigns. However, Participant shall not, and shall not have the power to, assign this Agreement or any rights relating to this Agreement without the prior written consent of Perot Systems. By signing this Agreement, Participant consents to the personal jurisdiction of such courts in any such action. 10. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 11. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement shall not be affected thereby.

8. Remedies. Perot Systems shall be entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and other equitable relief to enforce the provisions of this Agreement. Any action to enforce the provisions of, or otherwise relating to, this Agreement may be brought in the appropriate courts in Dallas, Dallas County, Texas. 9. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and assigns. However, Participant shall not, and shall not have the power to, assign this Agreement or any rights relating to this Agreement without the prior written consent of Perot Systems. By signing this Agreement, Participant consents to the personal jurisdiction of such courts in any such action. 10. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 11. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. 12. Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of law rules in such law. 14. Entire Agreement. This Agreement, together with the Plan and any procedures adopted by the Committee thereunder, constitutes the entire agreement between the parties hereto with respect to its subject matter and may be waived or modified only in writing. IN WITNESS WHEREOF, and intending to be legally bound hereby, Participant and a duly-authorized representative of Perot Systems have executed this Agreement as of the date first above written. PARTICIPANT PEROT SYSTEMS CORPORATION
/s/ MORTON H. MEYERSON ---------------------------Morton H. Meyerson By: /s/ PETER A. ALTABEF ------------------------------------Peter A. Altabef TITLE: Vice President and General Counsel

5

CONSENT OF SPOUSE As the spouse of Participant, I consent to be bound by this Restricted Stock Agreement and agree that this consent shall be binding on my interest under this Agreement and on my heirs, legatees and assigns.
/s/ MARLENE MEYERSON --------------------------------------SIGNATURE

MARLENE MEYERSON PRINTED NAME 6

CONSENT OF SPOUSE As the spouse of Participant, I consent to be bound by this Restricted Stock Agreement and agree that this consent shall be binding on my interest under this Agreement and on my heirs, legatees and assigns.
/s/ MARLENE MEYERSON --------------------------------------SIGNATURE

MARLENE MEYERSON PRINTED NAME 6

ATTACHMENT A NOTICE OF EXERCISE OF RIGHT TO PURCHASE SHARES OF RESTRICTED STOCK MORTON H. MEYERSON I hereby notify Perot Systems Corporation that I am exercising my right under the Restricted Stock Agreement between me and Perot Systems dated as of December 22, 1995, and purchasing 200,000 shares of Common Stock of the Corporation at $1.75 per share, of $350,000 in total, which I herewith tender in cash, by check or an executed note payable to Perot Systems Corporation. In connection with this purchase, I hereby represent to Perot Systems Corporation that I am purchasing these shares for investment and not with a view to any resale or distribution thereof. Signed Dated 7

EXHIBIT 10.35 PROMISSORY NOTE January 28, 1997 $187,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $187,500 payable, along with interest calculated at eight percent per annum (8%), on or before JANUARY 28, 2000, or earlier if otherwise required pursuant to the terms of this Note. Interest, unless required to be paid earlier pursuant to the terms of this Note, will be payable annually, beginning JANUARY 28, 1998. In order to facilitate the making of payments due on this Note, Associate hereby requests the Company to make semi-monthly payroll deductions, each in the amount of $625.00, from any amount owed to him on or about the 15th and the last day of each month. The amounts so received will be debited against interest due under this

ATTACHMENT A NOTICE OF EXERCISE OF RIGHT TO PURCHASE SHARES OF RESTRICTED STOCK MORTON H. MEYERSON I hereby notify Perot Systems Corporation that I am exercising my right under the Restricted Stock Agreement between me and Perot Systems dated as of December 22, 1995, and purchasing 200,000 shares of Common Stock of the Corporation at $1.75 per share, of $350,000 in total, which I herewith tender in cash, by check or an executed note payable to Perot Systems Corporation. In connection with this purchase, I hereby represent to Perot Systems Corporation that I am purchasing these shares for investment and not with a view to any resale or distribution thereof. Signed Dated 7

EXHIBIT 10.35 PROMISSORY NOTE January 28, 1997 $187,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $187,500 payable, along with interest calculated at eight percent per annum (8%), on or before JANUARY 28, 2000, or earlier if otherwise required pursuant to the terms of this Note. Interest, unless required to be paid earlier pursuant to the terms of this Note, will be payable annually, beginning JANUARY 28, 1998. In order to facilitate the making of payments due on this Note, Associate hereby requests the Company to make semi-monthly payroll deductions, each in the amount of $625.00, from any amount owed to him on or about the 15th and the last day of each month. The amounts so received will be debited against interest due under this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the earlier of (i) termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause, or (ii) three months after the restrictions on transfer of vested common stock set forth in Section 3(d) of the Restricted Stock Agreement of even date herewith between Associate and Company lapse. In addition, if Associate sells any of the Company common stock purchased in connection with the issuance of this Note, Associate shall, within thirty days of such sale, prepay this Note to the extent of the net proceeds of such sale, less any income taxes payable by Associate with respect to income derived from such sale. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement").

EXHIBIT 10.35 PROMISSORY NOTE January 28, 1997 $187,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $187,500 payable, along with interest calculated at eight percent per annum (8%), on or before JANUARY 28, 2000, or earlier if otherwise required pursuant to the terms of this Note. Interest, unless required to be paid earlier pursuant to the terms of this Note, will be payable annually, beginning JANUARY 28, 1998. In order to facilitate the making of payments due on this Note, Associate hereby requests the Company to make semi-monthly payroll deductions, each in the amount of $625.00, from any amount owed to him on or about the 15th and the last day of each month. The amounts so received will be debited against interest due under this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the earlier of (i) termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause, or (ii) three months after the restrictions on transfer of vested common stock set forth in Section 3(d) of the Restricted Stock Agreement of even date herewith between Associate and Company lapse. In addition, if Associate sells any of the Company common stock purchased in connection with the issuance of this Note, Associate shall, within thirty days of such sale, prepay this Note to the extent of the net proceeds of such sale, less any income taxes payable by Associate with respect to income derived from such sale. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement"). Nothing in this Note shall confer upon Associate any right to continue in the employ of the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment at any time. Every amount overdue under this Note shall bear interest from and after the date on which such amount first became overdue at an annual rate (compounded annually) which is the lesser of (a) two percentage points above the rate designated from time to time by NationsBank of Texas as its prime lending rate or (b) the maximum amount permitted by law. Such interest on overdue amounts under this Note shall be payable on demand and shall accrue until the obligation of Associate with respect to the payment of such interest has been discharged (whether before or after judgment). In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by Associate, then such excess sum shall be credited by the holder as a payment of principal. All payments by Associate under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law.

Associate agrees to pay on demand all costs of collection, including reasonable attorneys' fees, incurred by the holder in enforcing the obligations of Associate under this Note.

Associate agrees to pay on demand all costs of collection, including reasonable attorneys' fees, incurred by the holder in enforcing the obligations of Associate under this Note. No delay or omission on the part of the holder in exercising any right under this Note or the Pledge Agreement under which the Restricted Stock is pledged shall operate as a waiver of such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Associate hereby waives presentment, demand, protest and notices of every kind and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable. This Note may be prepaid in whole or in part at any time or from time to time in the sole discretion of the holder. Any such prepayment shall be without premium or penalty. None of the terms or provisions of this Note may be waived, modified or amended except by a written instrument duly executed on behalf of the holder expressly referring to this Note and setting forth the provision so waived, modified or amended. All rights and obligations hereunder shall be governed by the laws of the State of Texas. Any action to enforce the provisions of, or otherwise relating to, this Note may be brought in the appropriate courts in Dallas County, Texas.
/s/ TERRY M. ASHWILL --------------------------------(Signature)

Terry M. Ashwill (Print Name of Associate)

EXHIBIT 10.36 BRIDGE NOTE January 28, 1997 $187,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $187,500 payable, along with interest calculated at eight percent per annum (8%), on or before MARCH 31, 1997, or earlier if otherwise required pursuant to the terms of this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement"). Nothing in this Note shall confer upon Associate any right to continue in the employ of the Company or any

EXHIBIT 10.36 BRIDGE NOTE January 28, 1997 $187,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $187,500 payable, along with interest calculated at eight percent per annum (8%), on or before MARCH 31, 1997, or earlier if otherwise required pursuant to the terms of this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement"). Nothing in this Note shall confer upon Associate any right to continue in the employ of the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment at any time. Every amount overdue under this Note shall bear interest from and after the date on which such amount first became overdue at an annual rate (compounded annually) which is the lesser of (a) two percentage points above the rate designated from time to time by NationsBank of Texas as its prime lending rate or (b) the maximum amount permitted by law. Such interest on overdue amounts under this Note shall be payable on demand and shall accrue until the obligation of Associate with respect to the payment of such interest has been discharged (whether before or after judgment). In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by Associate, then such excess sum shall be credited by the holder as a payment of principal. All payments by Associate under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. Associate agrees to pay on demand all costs of collection, including reasonable attorneys' fees incurred by the holder in enforcing the obligations of Associate under this Note. No delay or omission on the part of the holder in exercising any right under this Note or the Pledge Agreement under which the Restricted Stock is pledged shall operate as a waiver of such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Associate hereby waives presentment, demand, protest and notices of every kind and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

This Note may be prepaid in whole or in part at any time or from time to time in the sole discretion of the holder. Any such prepayment shall be without premium or penalty.

This Note may be prepaid in whole or in part at any time or from time to time in the sole discretion of the holder. Any such prepayment shall be without premium or penalty. None of the terms or provisions of this Note may be waived, modified or amended except by a written instrument duly executed on behalf of the holder expressly referring to this Note and setting forth the provision so waived, modified or amended. All rights and obligations hereunder shall be governed by the laws of the State of Texas. Any action to enforce the provisions of, or otherwise relating to, this Note may be brought in the appropriate courts in Dallas County, Texas.
/s/ TERRY M. ASHWILL ------------------------(Signature)

Terry M. Ashwill (Print Name of Associate)

EXHIBIT 10.37 PROMISSORY NOTE February 14, 1997 $37,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $37,500 payable, along with interest calculated at eight percent per annum (8%), on or before FEBRUARY 14, 2000, or earlier if otherwise required pursuant to the terms of this Note. Interest, unless required to be paid earlier pursuant to the terms of this Note, will be payable annually, beginning FEBRUARY 14, 1998. In order to facilitate the making of payments due on this Note, Associate hereby requests the Company to make semi-monthly payroll deductions, each in the amount of $125.00, from any amount owed to him on or about the 15th and the last day of each month. The amounts so received will be debited against interest due under this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the earlier of (i) termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause, or (ii) three months after the restrictions on transfer of vested common stock set forth in Section 3(d) of the Restricted Stock Agreement of even date herewith between Associate and Company lapse. In addition, if Associate sells any of the Company common stock purchased in connection with the issuance of this Note, Associate shall, within thirty days of such sale, prepay this Note to the extent of the net proceeds of such sale, less any income taxes payable by Associate with respect to income derived from such sale. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement"). Nothing in this Note shall confer upon Associate any right to continue in the employ of the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment at any time.

EXHIBIT 10.37 PROMISSORY NOTE February 14, 1997 $37,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $37,500 payable, along with interest calculated at eight percent per annum (8%), on or before FEBRUARY 14, 2000, or earlier if otherwise required pursuant to the terms of this Note. Interest, unless required to be paid earlier pursuant to the terms of this Note, will be payable annually, beginning FEBRUARY 14, 1998. In order to facilitate the making of payments due on this Note, Associate hereby requests the Company to make semi-monthly payroll deductions, each in the amount of $125.00, from any amount owed to him on or about the 15th and the last day of each month. The amounts so received will be debited against interest due under this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the earlier of (i) termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause, or (ii) three months after the restrictions on transfer of vested common stock set forth in Section 3(d) of the Restricted Stock Agreement of even date herewith between Associate and Company lapse. In addition, if Associate sells any of the Company common stock purchased in connection with the issuance of this Note, Associate shall, within thirty days of such sale, prepay this Note to the extent of the net proceeds of such sale, less any income taxes payable by Associate with respect to income derived from such sale. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement"). Nothing in this Note shall confer upon Associate any right to continue in the employ of the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment at any time. Every amount overdue under this Note shall bear interest from and after the date on which such amount first became overdue at an annual rate (compounded annually) which is the lesser of (a) two percentage points above the rate designated from time to time by NationsBank of Texas as its prime lending rate or (b) the maximum amount permitted by law. Such interest on overdue amounts under this Note shall be payable on demand and shall accrue until the obligation of Associate with respect to the payment of such interest has been discharged (whether before or after judgment). In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by Associate, then such excess sum shall be credited by the holder as a payment of principal. All payments by Associate under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law.

Associate agrees to pay on demand all costs of collection, including reasonable attorneys fees, incurred by the holder in enforcing the obligations of Associate under this Note.

Associate agrees to pay on demand all costs of collection, including reasonable attorneys fees, incurred by the holder in enforcing the obligations of Associate under this Note. No delay or omission on the part of the holder in exercising any right under this Note or the Pledge Agreement under which the Restricted Stock is pledged shall operate as a waiver of such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Associate hereby waives presentment, demand, protest and notices of every kind and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable. This Note may be prepaid in whole or in part at any time or from time to time in the sole discretion of the holder. Any such prepayment shall be without premium or penalty. None of the terms or provisions of this Note may be waived, modified or amended except by a written instrument duly executed on behalf of the holder expressly referring to this Note and setting forth the provision so waived, modified or amended. All rights and obligations hereunder shall be governed by the laws of the State of Texas. Any action to enforce the provisions of, or otherwise relating to, this Note may be brought in the appropriate courts in Dallas County, Texas.
/s/ TERRY M. ASHWILL ------------------------------(Signature)

Terry M. Ashwill (Print Name of Associate)

EXHIBIT 10.38 BRIDGE NOTE February 14, 1997 $37,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $37,500 payable, along with interest calculated at eight percent per annum (8%), on or before APRIL 14, 1997, or earlier if otherwise required pursuant to the terms of this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement"). Nothing in this Note shall confer upon Associate any right to continue in the employ of the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment at any time.

EXHIBIT 10.38 BRIDGE NOTE February 14, 1997 $37,500 FOR VALUE RECEIVED, TERRY M. ASHWILL ("Associate"), promises to pay to Perot Systems Corporation, a Delaware corporation (the "Company"), or order, at the principal offices of the Company or at such other place as the holder of this Note may designate, the principal sum of $37,500 payable, along with interest calculated at eight percent per annum (8%), on or before APRIL 14, 1997, or earlier if otherwise required pursuant to the terms of this Note. The Company has the right to offset amounts due under this Note against payroll payments to be made by the Company to Associate. This Note shall become immediately due and payable in full without notice or demand upon the termination of Associate's employment with the Company or any subsidiary of the Company, for any reason, with or without cause. Payment of this Note is secured pursuant to a Pledge Agreement of even date herewith between PSC and Associate (the "Pledge Agreement"). Nothing in this Note shall confer upon Associate any right to continue in the employ of the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary of the Company to terminate such employment at any time. Every amount overdue under this Note shall bear interest from and after the date on which such amount first became overdue at an annual rate (compounded annually) which is the lesser of (a) two percentage points above the rate designated from time to time by NationsBank of Texas as its prime lending rate or (b) the maximum amount permitted by law. Such interest on overdue amounts under this Note shall be payable on demand and shall accrue until the obligation of Associate with respect to the payment of such interest has been discharged (whether before or after judgment). In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by Associate, then such excess sum shall be credited by the holder as a payment of principal. All payments by Associate under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. Associate agrees to pay on demand all costs of collection, including reasonable attorneys' fees, incurred by the holder in enforcing the obligations of Associate under this Note. No delay or omission on the part of the holder in exercising any right under this Note or the Pledge Agreement under which the Restricted Stock is pledged shall operate as a waiver of such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. Associate hereby waives presentment, demand, protest and notices of every kind and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

This Note may be prepaid in whole or in part at any time or from time to time in the sole discretion of the holder. Any such prepayment shall be without premium or penalty.

This Note may be prepaid in whole or in part at any time or from time to time in the sole discretion of the holder. Any such prepayment shall be without premium or penalty. None of the terms or provisions of this Note may be waived, modified or amended except by a written instrument duly executed on behalf of the holder expressly referring to this Note and setting forth the provision so waived, modified or amended. All rights and obligations hereunder shall be governed by the laws of the State of Texas. Any action to enforce the provisions of, or otherwise relating to, this Note may be brought in the appropriate courts in Dallas County, Texas.
/s/ TERRY M. ASHWILL ------------------------------(Signature)

Terry M. Ashwill (Print Name of Associate)

EXHIBIT 10.39 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is made as of January 28, 1997, by and between Perot Systems Corporation, a Delaware corporation ("PSC"), and Terry M. Ashwill ("Pledgor"). WHEREAS, PSC has granted Pledgor the option to purchase 100,000 shares of PSC's Class A common stock pursuant to a Restricted Stock Agreement dated as of January 28, 1997 (the "Restricted Stock Agreement"); WHEREAS, PSC has extended credit to Pledgor and may extend additional credit pursuant to the terms of a Promissory Note and a Bridge Note, each of which is dated as of the date hereof and is in the amount of $187,500, for a total of $375,000, to finance the acquisition of the Restricted Stock purchased pursuant to the Restricted Stock Agreement (together the "Notes"); NOW, THEREFORE, to secure the Obligations (as defined below), Pledgor and PSC hereby agree as follows: 1. Definitions. Capitalized terms that are not otherwise defined in this Agreement have the meanings assigned to such terms in the Restricted Stock Agreement or the Notes, as appropriate. 2. Pledge of Securities. Pledgor hereby pledges and grants to PSC a security interest in the following: (a) the Restricted Stock purchased by Pledgor pursuant to the Restricted Stock Agreement, together with any other shares of capital stock of PSC that may be distributed with respect to such Restricted Stock (collectively, the "Securities"), and all rights and privileges pertaining thereto; (b) all proceeds, products, cash, securities, dividends, increases, distributions and profits received from or on the Securities (the "Proceeds"), including without limitation distributions or payments in partial or complete liquidation or redemption, or as a result of reclassifications, readjustments, reorganizations or changes in the capital structure of the issuer of the Securities; and (c) all subscriptions, warrants, options, preemptive rights and other rights issued or otherwise granted by the issuer of the Securities or any other person on or in connection with the Securities or any other item of the Collateral (as defined below); (all of such property and rights described in items (a), (b) and (c) above are herein collectively called the "Collateral");

EXHIBIT 10.39 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is made as of January 28, 1997, by and between Perot Systems Corporation, a Delaware corporation ("PSC"), and Terry M. Ashwill ("Pledgor"). WHEREAS, PSC has granted Pledgor the option to purchase 100,000 shares of PSC's Class A common stock pursuant to a Restricted Stock Agreement dated as of January 28, 1997 (the "Restricted Stock Agreement"); WHEREAS, PSC has extended credit to Pledgor and may extend additional credit pursuant to the terms of a Promissory Note and a Bridge Note, each of which is dated as of the date hereof and is in the amount of $187,500, for a total of $375,000, to finance the acquisition of the Restricted Stock purchased pursuant to the Restricted Stock Agreement (together the "Notes"); NOW, THEREFORE, to secure the Obligations (as defined below), Pledgor and PSC hereby agree as follows: 1. Definitions. Capitalized terms that are not otherwise defined in this Agreement have the meanings assigned to such terms in the Restricted Stock Agreement or the Notes, as appropriate. 2. Pledge of Securities. Pledgor hereby pledges and grants to PSC a security interest in the following: (a) the Restricted Stock purchased by Pledgor pursuant to the Restricted Stock Agreement, together with any other shares of capital stock of PSC that may be distributed with respect to such Restricted Stock (collectively, the "Securities"), and all rights and privileges pertaining thereto; (b) all proceeds, products, cash, securities, dividends, increases, distributions and profits received from or on the Securities (the "Proceeds"), including without limitation distributions or payments in partial or complete liquidation or redemption, or as a result of reclassifications, readjustments, reorganizations or changes in the capital structure of the issuer of the Securities; and (c) all subscriptions, warrants, options, preemptive rights and other rights issued or otherwise granted by the issuer of the Securities or any other person on or in connection with the Securities or any other item of the Collateral (as defined below); (all of such property and rights described in items (a), (b) and (c) above are herein collectively called the "Collateral"); Page 1

TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining to or incidental thereto, unto PSC, and its respective successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject PSC to, or transfer or in any way affect or modify, any obligation of Pledgor with respect to any of the Collateral or any transaction involving or giving rise thereto. 3. Obligations Secured. The pledge and security interest in the Collateral granted hereby secures payment and performance of the following obligations of Pledgor to PSC, whether now outstanding or incurred after the date hereof (the "Obligations"): (a) all principal, interest, fees, expenses, obligations and liabilities of Pledgor arising pursuant to or represented by the Notes; (b) all taxes, assessments, insurance premiums, brokerage fees, reasonable attorneys' fees and other expenses of sale of the Collateral; (c) Pledgor's performance of his obligations under the Notes, this Agreement and the Restricted Stock Agreement; and (d) all renewals, extensions and modifications of the indebtedness and obligations referred to in the foregoing clauses, or any part thereof.

TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining to or incidental thereto, unto PSC, and its respective successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject PSC to, or transfer or in any way affect or modify, any obligation of Pledgor with respect to any of the Collateral or any transaction involving or giving rise thereto. 3. Obligations Secured. The pledge and security interest in the Collateral granted hereby secures payment and performance of the following obligations of Pledgor to PSC, whether now outstanding or incurred after the date hereof (the "Obligations"): (a) all principal, interest, fees, expenses, obligations and liabilities of Pledgor arising pursuant to or represented by the Notes; (b) all taxes, assessments, insurance premiums, brokerage fees, reasonable attorneys' fees and other expenses of sale of the Collateral; (c) Pledgor's performance of his obligations under the Notes, this Agreement and the Restricted Stock Agreement; and (d) all renewals, extensions and modifications of the indebtedness and obligations referred to in the foregoing clauses, or any part thereof. 4. Pledgor's Warranties and Indemnity. Pledgor represents, warrants and covenants to PSC (a) that Pledgor is and will be the lawful owner of the Securities, (b) that the Securities are and will remain free and clear of all liens, encumbrances and security interests other than the security interest granted by Pledgor hereunder, and (c) that Pledgor has the right and authority to pledge the Securities and otherwise to comply with the provisions hereof. If any adverse claim is asserted in respect of the Securities or any portion thereof, except such as may result from an act of PSC not authorized hereunder, Pledgor shall indemnify PSC and hold PSC harmless from and against any losses, liabilities and expenses (including reasonable counsel fees) incurred by PSC in exercising any right, power or remedy of PSC hereunder or defending, protecting or enforcing the security interests created hereunder. Any such loss, liability or expense so incurred shall be paid by Pledgor upon demand, and shall become part of the Obligations of Pledgor secured pursuant to this Agreement. Pledgor agrees to execute a stock power in blank for each certificate evidencing any of the Securities and to deliver all such Securities certificates with stock powers to PSC. PSC hereby consents to the pledge of the Securities to PSC hereunder, notwithstanding any restrictions on transfer of the Securities set forth in the Restricted Stock Agreement. 5. Negative Covenants. Pledgor covenants and agrees that, unless PSC otherwise consents in writing Pledgor will not: (a) sell, assign or transfer any rights of Pledgor in the Collateral; or (b) create any lien in, or security interest in, or otherwise encumber, the Collateral, or any part thereof, or permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the security interest herein created in favor of PSC. 6. Dividends and Other Distributions. (a) Pledgor shall cause all non-cash dividends and distributions with respect to the Securities (including without limitation any stock dividends and any distributions made on or in respect of the Securities, whether resulting from a subdivision, Page 2

combination or reclassification of the Securities or received in exchange for or in respect of the Securities or any part thereof or as a result of any merger, consolidation, acquisition or other transaction) to be distributed directly to PSC, to be held by PSC as additional Collateral; and if any such distribution is made to Pledgor, he shall receive such distribution in trust for PSC and shall immediately transfer it to PSC. (b) So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall be entitled to receive any cash dividends payable in respect of the Securities; provided that, upon receipt of any such cash dividend, Pledgor will promptly (and in any event within 30 days) pay to PSC in respect of the Obligations (to the extent of the Obligations then outstanding) the full amount of such cash dividend less any income taxes payable by Pledgor as a result of such cash dividend, and, pending such payment, such cash dividend will continue to constitute Collateral hereunder. 7. Voting Rights. So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall

combination or reclassification of the Securities or received in exchange for or in respect of the Securities or any part thereof or as a result of any merger, consolidation, acquisition or other transaction) to be distributed directly to PSC, to be held by PSC as additional Collateral; and if any such distribution is made to Pledgor, he shall receive such distribution in trust for PSC and shall immediately transfer it to PSC. (b) So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall be entitled to receive any cash dividends payable in respect of the Securities; provided that, upon receipt of any such cash dividend, Pledgor will promptly (and in any event within 30 days) pay to PSC in respect of the Obligations (to the extent of the Obligations then outstanding) the full amount of such cash dividend less any income taxes payable by Pledgor as a result of such cash dividend, and, pending such payment, such cash dividend will continue to constitute Collateral hereunder. 7. Voting Rights. So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall be entitled to exercise any and all voting rights pertaining to the Securities for any purpose not inconsistent with the terms of the Notes or this Agreement. 8. Termination of Rights. During any period when an Event of Default has occurred and is continuing, all rights of Pledgor to receive dividends pursuant to Section 6(b) or to exercise voting rights pursuant to Section 7 shall cease and all such rights shall thereupon become vested in PSC, which shall have the sole and exclusive right and authority to dispose of the Securities and to receive dividends and exercise voting rights in respect of the Securities. Further, PSC shall have the right, during the continuance of any Event of Default, to notify and direct the issuer of the Securities to make all payments, distributions, dividends and any other distributions payable in respect thereof directly to PSC. The issuer of the Securities making any payment or distribution to PSC hereunder shall be fully protected in relying on the written statement of PSC that it then holds a security interest that entitles PSC to receive such payments and distributions. Any and all money and other property paid over to or received by PSC pursuant to the provisions of this Section 8 shall be retained by PSC as additional collateral hereunder and may be applied in accordance with the provisions hereof. 9. Rights and Remedies of PSC Upon and After Default. (a) Remedies. Upon the occurrence of an Event of Default, and in addition to any and all other rights and remedies which PSC may then have under this Agreement, the Restricted Stock Agreement, the laws of the United States or the Uniform Commercial Code, as then in effect in Texas (the "Code"), or otherwise, PSC may: (i) declare the entire unpaid balance of principal of and all accrued interest on the Obligations immediately due and payable, without notice (including notice of intention to accelerate and notice of acceleration) except as required under the Notes, demand or presentment, which are hereby waived; (ii) reduce its claim to judgment, foreclose or otherwise enforce its security interest in all or any part of the Obligations by any available judicial procedure; (iii) after notification, if any, expressly provided for herein, sell or otherwise dispose of, at the office of PSC, or elsewhere as chosen by PSC, all or Page 3

any part of the Collateral, and any such sale or other disposition may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts, (it being agreed that the sale of any part of the Collateral shall not exhaust the power of sale granted hereunder, but sales may be made from time to time until all of the Collateral has been sold or until the Obligations have been paid in full), and at any such sale it shall not be necessary to exhibit the Collateral; (iv) at PSCs discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that PSC is entitled to do so under the Code; (v) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment; (vi) purchase the Collateral at any public sale; (vii) purchase the Collateral at any private sale if permitted by the Code; and/or (viii) exercise the rights set forth in Section 10 hereof. (b) Sale of Securities. Pledgor recognizes that PSC may be unable to effect a public sale of any or all of the Securities by reason of certain prohibitions contained in the federal securities laws and applicable state or foreign securities laws, and thus may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale

any part of the Collateral, and any such sale or other disposition may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts, (it being agreed that the sale of any part of the Collateral shall not exhaust the power of sale granted hereunder, but sales may be made from time to time until all of the Collateral has been sold or until the Obligations have been paid in full), and at any such sale it shall not be necessary to exhibit the Collateral; (iv) at PSCs discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that PSC is entitled to do so under the Code; (v) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment; (vi) purchase the Collateral at any public sale; (vii) purchase the Collateral at any private sale if permitted by the Code; and/or (viii) exercise the rights set forth in Section 10 hereof. (b) Sale of Securities. Pledgor recognizes that PSC may be unable to effect a public sale of any or all of the Securities by reason of certain prohibitions contained in the federal securities laws and applicable state or foreign securities laws, and thus may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. PSC shall be under no obligation to delay a sale of any of the Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the federal securities laws, or under applicable state securities laws, even if such issuer would agree to do so. Upon the consummation of any private or public sale, PSC shall have the right to deliver, assign, and transfer to the purchaser thereof the Securities so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. PSC shall give Pledgor notice of PSC's intention to make any such public or private sale at broker's board or on a securities exchange to the extent required hereunder or by the Code. Such notice, in case of sale at broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Securities, or that portion thereof so being sold, will first be offered for sale at such board or exchange. At any such sale the Securities may be sold in one lot as an entirety or in separate parcels, as PSC may determine. PSC shall not be obligated to make any such sale pursuant to any such notice if PSC shall determine not to do so, regardless of the fact that notice of sale of the Securities may have been given. PSC may without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Securities on credit or for future delivery, the Securities so sold may be Page 4

retained by PSC until the selling price is paid by the purchaser thereof, but PSC shall not incur any liability in case of the failure of such purchaser to take up and pay for the Securities so sold and, in case of any such failure, such Securities may again be sold upon like notice. PSC may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose its security interest and sell the Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Securities or any part thereof, Pledgor shall execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use Pledgor's best efforts to secure the same. (c) Notification. Reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to Pledgor and to any other person entitled under the Code to notice; provided, that if the Collateral threatens to decline quickly in value, or if otherwise permitted by the Code, PSC may (but shall not be obligated to) sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent or given not less than ten calendar days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this section. (d) Application of Proceeds. Upon the maturity of the Obligations or any part thereof, whether such maturity be

retained by PSC until the selling price is paid by the purchaser thereof, but PSC shall not incur any liability in case of the failure of such purchaser to take up and pay for the Securities so sold and, in case of any such failure, such Securities may again be sold upon like notice. PSC may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose its security interest and sell the Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Securities or any part thereof, Pledgor shall execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use Pledgor's best efforts to secure the same. (c) Notification. Reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to Pledgor and to any other person entitled under the Code to notice; provided, that if the Collateral threatens to decline quickly in value, or if otherwise permitted by the Code, PSC may (but shall not be obligated to) sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent or given not less than ten calendar days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this section. (d) Application of Proceeds. Upon the maturity of the Obligations or any part thereof, whether such maturity be by such terms of such instruments or through the exercise of any power of acceleration, PSC is authorized and empowered to apply any and all funds realized from the sale of the Collateral not previously credited against the Obligations first toward the payment of the costs, charges and expenses, if any, incurred in connection with the collection of such funds hereunder, and then toward the payment of the Obligations in such order as PSC, in its sole discretion, shall deem appropriate, and shall pay the balance remaining (if any) to Pledgor as prescribed by the Code or as a court of competent jurisdiction may direct. 10. Attorney-in-Fact. Pledgor hereby appoints PSC as the attorney-in-fact for Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which PSC may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, PSC shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Pledgor and included within the Collateral and to give full discharge for the same. Neither PSC nor any director or officer of the issuer of the Securities shall have any liability for the distribution to and collection of the Proceeds by PSC, but shall be fully protected in relying on the written statement of PSC as to its authorization pursuant to this paragraph. Any and all amounts collected by PSC pursuant hereto shall be applied against the Obligations in the manner that PSC shall determine, in PSC's sole and absolute discretion. Page 5

11. Certain Other Rights of PSC. (a) Duty of Care. PSC's only duty with respect to the Collateral shall be to exercise reasonable care to secure the safe custody thereof. PSC shall not have a duty to fix or preserve rights against prior parties to the Collateral, and shall never be liable for its failure to use diligence to collect any amount payable with respect to the Collateral, but shall be liable only to the account of Pledgor for what PSC may actually collect or receive thereon. (b) Financing Statement. PSC shall have the right at any time to execute and file this Agreement or a copy of this Agreement as a financing statement, but the failure of PSC to do so shall not impair the validity or enforceability of this Agreement. (c) Payment of Expenses. At PSC's option, PSC may discharge taxes, liens and interest, perform or cause to be performed, for and on behalf of Pledgor, any actions and conditions, obligations or covenants which Pledgor has failed or refused to perform and may pay for the repair, maintenance or preservation of any of the Collateral, and all sums so expended, including, but not limited to, attorneys' fees, court costs, agents' fee or commissions, or any other costs or expenses, shall bear interest from the date of payment at the highest legal rate and shall be deemed to constitute part of the Obligations secured by this Agreement.

11. Certain Other Rights of PSC. (a) Duty of Care. PSC's only duty with respect to the Collateral shall be to exercise reasonable care to secure the safe custody thereof. PSC shall not have a duty to fix or preserve rights against prior parties to the Collateral, and shall never be liable for its failure to use diligence to collect any amount payable with respect to the Collateral, but shall be liable only to the account of Pledgor for what PSC may actually collect or receive thereon. (b) Financing Statement. PSC shall have the right at any time to execute and file this Agreement or a copy of this Agreement as a financing statement, but the failure of PSC to do so shall not impair the validity or enforceability of this Agreement. (c) Payment of Expenses. At PSC's option, PSC may discharge taxes, liens and interest, perform or cause to be performed, for and on behalf of Pledgor, any actions and conditions, obligations or covenants which Pledgor has failed or refused to perform and may pay for the repair, maintenance or preservation of any of the Collateral, and all sums so expended, including, but not limited to, attorneys' fees, court costs, agents' fee or commissions, or any other costs or expenses, shall bear interest from the date of payment at the highest legal rate and shall be deemed to constitute part of the Obligations secured by this Agreement. 12. Cumulative Rights and Remedies. All rights and remedies of PSC hereunder are cumulative of each other and of every other right or remedy which PSC may otherwise have at law or in equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of the Obligations, and the exercise by PSC of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. Should Pledgor have heretofore executed or hereafter executed any other security agreement in favor of PSC in which a security interest is created as security for the debts of another or others, in respect of which Pledgor may not be personally liable, the security interest therein created and all other rights, powers and privileges vested in PSC by the terms thereof shall exist concurrently with the security interest created herein, and, in addition, all property in which PSC holds a security interest under any such other security agreement shall also be part of the Collateral hereunder, and all or any part of the proceeds of the sale or other disposition of such property may, in the discretion of PSC, be applied by PSC in accordance with the terms hereof, and of such other security agreement, or agreements, or any of them. 13. Termination. Upon payment in full by Pledgor of all Obligations in accordance with their terms, this Agreement shall terminate and PSC shall return to Pledgor all certificates evidencing the Securities (and any related stock powers) then held under this Agreement. 14. Repurchase Option. If PSC exercises its right to cancel or repurchase any of the Securities under the Restricted Stock Agreement, PSC shall be entitled to release such Securities from the pledge under this Agreement and cancel or repurchase such Securities in accordance with the terms of the Restricted Stock Agreement. Page 6

15. Further Assurances. Pledgor agrees to execute and deliver such further instruments and take such further actions as PSC may reasonably request from time to time to preserve or give effect to its rights under this Agreement. 16. Action by PSC. Any election, consent, waiver or other action that may be taken by PSC hereunder will be taken by the Chairman of the Board, unless Pledgor is then serving in such capacity, in which case such action will be taken by the Board. 17. Notices. Any notice to PSC that is required or permitted by this Agreement must be addressed to PSC at its principal office to the attention of the President, with a copy to the General Counsel. Any notice to Pledgor that is required or permitted by this Agreement must be addressed to Pledgor at the most recent address for Pledgor reflected in the appropriate records of PSC. Either party may at any time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing and must be sent by courier, overnight delivery service, facsimile or certified mail, return receipt

15. Further Assurances. Pledgor agrees to execute and deliver such further instruments and take such further actions as PSC may reasonably request from time to time to preserve or give effect to its rights under this Agreement. 16. Action by PSC. Any election, consent, waiver or other action that may be taken by PSC hereunder will be taken by the Chairman of the Board, unless Pledgor is then serving in such capacity, in which case such action will be taken by the Board. 17. Notices. Any notice to PSC that is required or permitted by this Agreement must be addressed to PSC at its principal office to the attention of the President, with a copy to the General Counsel. Any notice to Pledgor that is required or permitted by this Agreement must be addressed to Pledgor at the most recent address for Pledgor reflected in the appropriate records of PSC. Either party may at any time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing and must be sent by courier, overnight delivery service, facsimile or certified mail, return receipt requested, and such notice will be deemed to be given (a) if sent by courier, on the date actually delivered, (b) if sent by overnight delivery service, one day after being sent, (c) if sent by telecopy, on the date that confirmation of transmission is received by the sender, or (d) if sent by certified mail, on the third business day after being mailed. 18. Enforcement. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of law rules thereof. PSC will be entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and other equitable relief to enforce the provisions of this Agreement. Any action to enforce the provisions of, or otherwise relating to, this Agreement may be brought in the appropriate courts in Dallas, Dallas County, Texas, and Pledgor hereby consents to the personal jurisdiction of such courts in any such action; provided that, at the request of PSC or Pledgor, any claim or dispute arising out of or relating to this Agreement or Pledgor's employment by PSC or the termination of such employment, including any federal or state statutory claims, will be resolved without resort to the courts solely through mediation and, if mediation is not successful, through binding arbitration pursuant to the rules of the American Arbitration Association. Neither party will be liable to the other for punitive damages for any such claim or dispute. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled; provided that, if Pledgor becomes liable for any such fees, costs or other disbursements, such amounts will become Obligations under the applicable Note secured by this Agreement. 19. Entire Agreement. This Agreement and the other documents and instruments specifically referenced herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and except as expressly set forth herein or therein, there are no agreements or representations, written or oral, express or implied, with respect to such subject matter. No provision of this Agreement may be modified, waived or Page 7

discharged unless such waiver, modification or discharge is agreed to in writing signed by Pledgor and PSC. No waiver by either party hereto of any condition or provision of this Agreement to be performed by the other party will be deemed a waiver of any other provisions or conditions at the same or at any prior or subsequent time. 20. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected thereby. 21. Counterparts. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together will constitute one and the same agreement. 22. Assignment. Pledgor may not assign this Agreement or any rights or obligations hereunder IN WITNESS WHEREOF, and intending to be legally bound, Pledgor and a duly authorized representative of

discharged unless such waiver, modification or discharge is agreed to in writing signed by Pledgor and PSC. No waiver by either party hereto of any condition or provision of this Agreement to be performed by the other party will be deemed a waiver of any other provisions or conditions at the same or at any prior or subsequent time. 20. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected thereby. 21. Counterparts. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together will constitute one and the same agreement. 22. Assignment. Pledgor may not assign this Agreement or any rights or obligations hereunder IN WITNESS WHEREOF, and intending to be legally bound, Pledgor and a duly authorized representative of PSC have executed this Agreement as of the date first above written.
/s/ TERRY M. ASHWILL ---------------------------Terry M. Ashwill, Pledgor

PEROT SYSTEMS CORPORATION
By: /s/ MORTON MEYERSON ------------------------Name: Morton Meyerson ----------------------Title: Chairman ----------------------

Page 8

EXHIBIT 10.40 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is made as of February 14, 1997, by and between Perot Systems Corporation, a Delaware corporation ("PSC"), and Terry M. Ashwill ("Pledgor"). WHEREAS, PSC has granted Pledgor the option to purchase 20,000 shares of PSC's Class A common stock pursuant to a Restricted Stock Agreement dated as of February 14, 1997 (the "Restricted Stock Agreement"); WHEREAS, PSC has extended credit to Pledgor and may extend additional credit pursuant to the terms of a Promissory Note and a Bridge Note, each of which is dated as of the date hereof and is in the amount of $37,500, for a total of $75,000, to finance the acquisition of the Restricted Stock purchased pursuant to the Restricted Stock Agreement (together the "Notes"); NOW, THEREFORE, to secure the Obligations (as defined below), Pledgor and PSC hereby agree as follows: 1. Definitions. Capitalized terms that are not otherwise defined in this Agreement have the meanings assigned to such terms in the Restricted Stock Agreement or the Notes, as appropriate. 2. Pledge of Securities. Pledgor hereby pledges and grants to PSC a security interest in the following: (a) the Restricted Stock purchased by Pledgor pursuant to the Restricted Stock Agreement, together with any other shares of capital stock of PSC that may be distributed with respect to such Restricted Stock (collectively, the "Securities"), and all rights and privileges pertaining thereto;

EXHIBIT 10.40 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is made as of February 14, 1997, by and between Perot Systems Corporation, a Delaware corporation ("PSC"), and Terry M. Ashwill ("Pledgor"). WHEREAS, PSC has granted Pledgor the option to purchase 20,000 shares of PSC's Class A common stock pursuant to a Restricted Stock Agreement dated as of February 14, 1997 (the "Restricted Stock Agreement"); WHEREAS, PSC has extended credit to Pledgor and may extend additional credit pursuant to the terms of a Promissory Note and a Bridge Note, each of which is dated as of the date hereof and is in the amount of $37,500, for a total of $75,000, to finance the acquisition of the Restricted Stock purchased pursuant to the Restricted Stock Agreement (together the "Notes"); NOW, THEREFORE, to secure the Obligations (as defined below), Pledgor and PSC hereby agree as follows: 1. Definitions. Capitalized terms that are not otherwise defined in this Agreement have the meanings assigned to such terms in the Restricted Stock Agreement or the Notes, as appropriate. 2. Pledge of Securities. Pledgor hereby pledges and grants to PSC a security interest in the following: (a) the Restricted Stock purchased by Pledgor pursuant to the Restricted Stock Agreement, together with any other shares of capital stock of PSC that may be distributed with respect to such Restricted Stock (collectively, the "Securities"), and all rights and privileges pertaining thereto; (b) all proceeds, products, cash, securities, dividends, increases, distributions and profits received from or on the Securities (the "Proceeds"), including without limitation distributions or payments in partial or complete liquidation or redemption, or as a result of reclassifications, readjustments, reorganizations or changes in the capital structure of the issuer of the Securities; and (c) all subscriptions, warrants, options, preemptive rights and other rights issued or otherwise granted by the issuer of the Securities or any other person on or in connection with the Securities or any other item of the Collateral (as defined below); (all of such property and rights described in items (a), (b) and (c) above are herein collectively called the "Collateral"); Page 1

TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining to or incidental thereto, unto PSC, and its respective successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject PSC to, or transfer or in any way affect or modify, any obligation of Pledgor with respect to any of the Collateral or any transaction involving or giving rise thereto. 3. Obligations Secured. The pledge and security interest in the Collateral granted hereby secures payment and performance of the following obligations of Pledgor to PSC, whether now outstanding or incurred after the date hereof (the "Obligations"): (a) all principal, interest, fees, expenses, obligations and liabilities of Pledgor arising pursuant to or represented by the Notes; (b) all taxes, assessments, insurance premiums, brokerage fees, reasonable attorneys' fees and other expenses of sale of the Collateral; (c) Pledgor's performance of his obligations under the Notes, this Agreement and the Restricted Stock Agreement; and (d) all renewals, extensions and modifications of the indebtedness and obligations referred to in the foregoing clauses, or any part thereof.

TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining to or incidental thereto, unto PSC, and its respective successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted and the assignments made hereunder are made as security only and shall not subject PSC to, or transfer or in any way affect or modify, any obligation of Pledgor with respect to any of the Collateral or any transaction involving or giving rise thereto. 3. Obligations Secured. The pledge and security interest in the Collateral granted hereby secures payment and performance of the following obligations of Pledgor to PSC, whether now outstanding or incurred after the date hereof (the "Obligations"): (a) all principal, interest, fees, expenses, obligations and liabilities of Pledgor arising pursuant to or represented by the Notes; (b) all taxes, assessments, insurance premiums, brokerage fees, reasonable attorneys' fees and other expenses of sale of the Collateral; (c) Pledgor's performance of his obligations under the Notes, this Agreement and the Restricted Stock Agreement; and (d) all renewals, extensions and modifications of the indebtedness and obligations referred to in the foregoing clauses, or any part thereof. 4. Pledgor's Warranties and Indemnity. Pledgor represents, warrants and covenants to PSC (a) that Pledgor is and will be the lawful owner of the Securities, (b) that the Securities are and will remain free and clear of all liens, encumbrances and security interests other than the security interest granted by Pledgor hereunder, and (c) that Pledgor has the right and authority to pledge the Securities and otherwise to comply with the provisions hereof. If any adverse claim is asserted in respect of the Securities or any portion thereof, except such as may result from an act of PSC not authorized hereunder, Pledgor shall indemnify PSC and hold PSC harmless from and against any losses, liabilities and expenses (including reasonable counsel fees) incurred by PSC in exercising any right, power or remedy of PSC hereunder or defending, protecting or enforcing the security interests created hereunder. Any such loss, liability or expense so incurred shall be paid by Pledgor upon demand, and shall become part of the Obligations of Pledgor secured pursuant to this Agreement. Pledgor agrees to execute a stock power in blank for each certificate evidencing any of the Securities and to deliver all such Securities certificates with stock powers to PSC. PSC hereby consents to the pledge of the Securities to PSC hereunder, notwithstanding any restrictions on transfer of the Securities set forth in the Restricted Stock Agreement. 5. Negative Covenants. Pledgor covenants and agrees that, unless PSC otherwise consents in writing Pledgor will not: (a) sell, assign or transfer any rights of Pledgor in the Collateral; or (b) create any lien in, or security interest in, or otherwise encumber, the Collateral, or any part thereof, or permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the security interest herein created in favor of PSC. 6. Dividends and Other Distributions. (a) Pledgor shall cause all non-cash dividends and distributions with respect to the Securities (including without limitation any stock dividends and any distributions made on or in respect of the Securities, whether resulting from a subdivision, Page 2

combination or reclassification of the Securities or received in exchange for or in respect of the Securities or any part thereof or as a result of any merger, consolidation, acquisition or other transaction) to be distributed directly to PSC, to be held by PSC as additional Collateral; and if any such distribution is made to Pledgor, he shall receive such distribution in trust for PSC and shall immediately transfer it to PSC. (b) So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall be entitled to receive any cash dividends payable in respect of the Securities; provided that, upon receipt of any such cash dividend, Pledgor will promptly (and in any event within 30 days) pay to PSC in respect of the Obligations (to the extent of the Obligations then outstanding) the full amount of such cash dividend less any income taxes payable by Pledgor as a result of such cash dividend, and, pending such payment, such cash dividend will continue to constitute Collateral hereunder. 7. Voting Rights. So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall

combination or reclassification of the Securities or received in exchange for or in respect of the Securities or any part thereof or as a result of any merger, consolidation, acquisition or other transaction) to be distributed directly to PSC, to be held by PSC as additional Collateral; and if any such distribution is made to Pledgor, he shall receive such distribution in trust for PSC and shall immediately transfer it to PSC. (b) So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall be entitled to receive any cash dividends payable in respect of the Securities; provided that, upon receipt of any such cash dividend, Pledgor will promptly (and in any event within 30 days) pay to PSC in respect of the Obligations (to the extent of the Obligations then outstanding) the full amount of such cash dividend less any income taxes payable by Pledgor as a result of such cash dividend, and, pending such payment, such cash dividend will continue to constitute Collateral hereunder. 7. Voting Rights. So long as no Event of Default or Potential Default has occurred and is continuing, Pledgor shall be entitled to exercise any and all voting rights pertaining to the Securities for any purpose not inconsistent with the terms of the Notes or this Agreement. 8. Termination of Rights. During any period when an Event of Default has occurred and is continuing, all rights of Pledgor to receive dividends pursuant to Section 6(b) or to exercise voting rights pursuant to Section 7 shall cease and all such rights shall thereupon become vested in PSC, which shall have the sole and exclusive right and authority to dispose of the Securities and to receive dividends and exercise voting rights in respect of the Securities. Further, PSC shall have the right, during the continuance of any Event of Default, to notify and direct the issuer of the Securities to make all payments, distributions, dividends and any other distributions payable in respect thereof directly to PSC. The issuer of the Securities making any payment or distribution to PSC hereunder shall be fully protected in relying on the written statement of PSC that it then holds a security interest that entitles PSC to receive such payments and distributions. Any and all money and other property paid over to or received by PSC pursuant to the provisions of this Section 8 shall be retained by PSC as additional collateral hereunder and may be applied in accordance with the provisions hereof. 9. Rights and Remedies of PSC Upon and After Default. (a) Remedies. Upon the occurrence of an Event of Default, and in addition to any and all other rights and remedies which PSC may then have under this Agreement, the Restricted Stock Agreement, the laws of the United States or the Uniform Commercial Code, as then in effect in Texas (the "Code"), or otherwise, PSC may: (i) declare the entire unpaid balance of principal of and all accrued interest on the Obligations immediately due and payable, without notice (including notice of intention to accelerate and notice of acceleration) except as required under the Notes, demand or presentment, which are hereby waived; (ii) reduce its claim to judgment, foreclose or otherwise enforce its security interest in all or any part of the Obligations by any available judicial procedure; (iii) after notification, if any, expressly provided for herein, sell or otherwise dispose of, at the office of PSC, or elsewhere as chosen by PSC, all or Page 3

any part of the Collateral, and any such sale or other disposition may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts, (it being agreed that the sale of any part of the Collateral shall not exhaust the power of sale granted hereunder, but sales may be made from time to time until all of the Collateral has been sold or until the Obligations have been paid in full), and at any such sale it shall not be necessary to exhibit the Collateral; (iv) at PSC's discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that PSC is entitled to do so under the Code; (v) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment; (vi) purchase the Collateral at any public sale; (vii) purchase the Collateral at any private sale if permitted by the Code; and/or (viii) exercise the rights set forth in Section 10 hereof. (b) Sale of Securities. Pledgor recognizes that PSC may be unable to effect a public sale of any or all of the Securities by reason of certain prohibitions contained in the federal securities laws and applicable state or foreign securities laws, and thus may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale

any part of the Collateral, and any such sale or other disposition may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts, (it being agreed that the sale of any part of the Collateral shall not exhaust the power of sale granted hereunder, but sales may be made from time to time until all of the Collateral has been sold or until the Obligations have been paid in full), and at any such sale it shall not be necessary to exhibit the Collateral; (iv) at PSC's discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that PSC is entitled to do so under the Code; (v) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment; (vi) purchase the Collateral at any public sale; (vii) purchase the Collateral at any private sale if permitted by the Code; and/or (viii) exercise the rights set forth in Section 10 hereof. (b) Sale of Securities. Pledgor recognizes that PSC may be unable to effect a public sale of any or all of the Securities by reason of certain prohibitions contained in the federal securities laws and applicable state or foreign securities laws, and thus may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. PSC shall be under no obligation to delay a sale of any of the Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the federal securities laws, or under applicable state securities laws, even if such issuer would agree to do so. Upon the consummation of any private or public sale, PSC shall have the right to deliver, assign, and transfer to the purchaser thereof the Securities so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. PSC shall give Pledgor notice of PSC's intention to make any such public or private sale at broker's board or on a securities exchange to the extent required hereunder or by the Code. Such notice, in case of sale at broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Securities, or that portion thereof so being sold, will first be offered for sale at such board or exchange. At any such sale the Securities may be sold in one lot as an entirety or in separate parcels, as PSC may determine. PSC shall not be obligated to make any such sale pursuant to any such notice if PSC shall determine not to do so, regardless of the fact that notice of sale of the Securities may have been given. PSC may without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Securities on credit or for future delivery, the Securities so sold may be Page 4

retained by PSC until the selling price is paid by the purchaser thereof, but PSC shall not incur any liability in case of the failure of such purchaser to take up and pay for the Securities so sold and, in case of any such failure, such Securities may again be sold upon like notice. PSC may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose its security interest and sell the Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Securities or any part thereof, Pledgor shall execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use Pledgor's best efforts to secure the same. (c) Notification. Reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to Pledgor and to any other person entitled under the Code to notice; provided, that if the Collateral threatens to decline quickly in value, or if otherwise permitted by the Code, PSC may (but shall not be obligated to) sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent or given not less than ten calendar days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this section. (d) Application of Proceeds. Upon the maturity of the Obligations or any part thereof, whether such maturity be

retained by PSC until the selling price is paid by the purchaser thereof, but PSC shall not incur any liability in case of the failure of such purchaser to take up and pay for the Securities so sold and, in case of any such failure, such Securities may again be sold upon like notice. PSC may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose its security interest and sell the Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Securities or any part thereof, Pledgor shall execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use Pledgor's best efforts to secure the same. (c) Notification. Reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to Pledgor and to any other person entitled under the Code to notice; provided, that if the Collateral threatens to decline quickly in value, or if otherwise permitted by the Code, PSC may (but shall not be obligated to) sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent or given not less than ten calendar days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this section. (d) Application of Proceeds. Upon the maturity of the Obligations or any part thereof, whether such maturity be by such terms of such instruments or through the exercise of any power of acceleration, PSC is authorized and empowered to apply any and all funds realized from the sale of the Collateral not previously credited against the Obligations first toward the payment of the costs, charges and expenses, if any, incurred in connection with the collection of such funds hereunder, and then toward the payment of the Obligations in such order as PSC, in its sole discretion, shall deem appropriate, and shall pay the balance remaining (if any) to Pledgor as prescribed by the Code or as a court of competent jurisdiction may direct. 10. Attorney-in-Fact. Pledgor hereby appoints PSC as the attorney-in-fact for Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which PSC may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, PSC shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Pledgor and included within the Collateral and to give full discharge for the same. Neither PSC nor any director or officer of the issuer of the Securities shall have any liability for the distribution to and collection of the Proceeds by PSC, but shall be fully protected in relying on the written statement of PSC as to its authorization pursuant to this paragraph. Any and all amounts collected by PSC pursuant hereto shall be applied against the Obligations in the manner that PSC shall determine, in PSC's sole and absolute discretion. Page 5

11. Certain Other Rights of PSC. (a) Duty of Care. PSC's only duty with respect to the Collateral shall be to exercise reasonable care to secure the safe custody thereof. PSC shall not have a duty to fix or preserve rights against prior parties to the Collateral, and shall never be liable for its failure to use diligence to collect any amount payable with respect to the Collateral, but shall be liable only to the account of Pledgor for what PSC may actually collect or receive thereon. (b) Financing Statement. PSC shall have the right at any time to execute and file this Agreement or a copy of this Agreement as a financing statement, but the failure of PSC to do so shall not impair the validity or enforceability of this Agreement. (c) Payment of Expenses. At PSC's option, PSC may discharge taxes, liens and interest, perform or cause to be performed, for and on behalf of Pledgor, any actions and conditions, obligations or covenants which Pledgor has failed or refused to perform and may pay for the repair, maintenance or preservation of any of the Collateral, and all sums so expended, including, but not limited to, attorneys' fees, court costs, agents' fee or commissions, or any other costs or expenses, shall bear interest from the date of payment at the highest legal rate and shall be deemed to constitute part of the Obligations secured by this Agreement.

11. Certain Other Rights of PSC. (a) Duty of Care. PSC's only duty with respect to the Collateral shall be to exercise reasonable care to secure the safe custody thereof. PSC shall not have a duty to fix or preserve rights against prior parties to the Collateral, and shall never be liable for its failure to use diligence to collect any amount payable with respect to the Collateral, but shall be liable only to the account of Pledgor for what PSC may actually collect or receive thereon. (b) Financing Statement. PSC shall have the right at any time to execute and file this Agreement or a copy of this Agreement as a financing statement, but the failure of PSC to do so shall not impair the validity or enforceability of this Agreement. (c) Payment of Expenses. At PSC's option, PSC may discharge taxes, liens and interest, perform or cause to be performed, for and on behalf of Pledgor, any actions and conditions, obligations or covenants which Pledgor has failed or refused to perform and may pay for the repair, maintenance or preservation of any of the Collateral, and all sums so expended, including, but not limited to, attorneys' fees, court costs, agents' fee or commissions, or any other costs or expenses, shall bear interest from the date of payment at the highest legal rate and shall be deemed to constitute part of the Obligations secured by this Agreement. 12. Cumulative Rights and Remedies. All rights and remedies of PSC hereunder are cumulative of each other and of every other right or remedy which PSC may otherwise have at law or in equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of the Obligations, and the exercise by PSC of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. Should Pledgor have heretofore executed or hereafter executed any other security agreement in favor of PSC in which a security interest is created as security for the debts of another or others, in respect of which Pledgor may not be personally liable, the security interest therein created and all other rights, powers and privileges vested in PSC by the terms thereof shall exist concurrently with the security interest created herein, and, in addition, all property in which PSC holds a security interest under any such other security agreement shall also be part of the Collateral hereunder, and all or any part of the proceeds of the sale or other disposition of such property may, in the discretion of PSC, be applied by PSC in accordance with the terms hereof, and of such other security agreement, or agreements, or any of them. 13. Termination. Upon payment in full by Pledgor of all Obligations in accordance with their terms, this Agreement shall terminate and PSC shall return to Pledgor all certificates evidencing the Securities (and any related stock powers) then held under this Agreement. 14. Repurchase Option. If PSC exercises its right to cancel or repurchase any of the Securities under the Restricted Stock Agreement, PSC shall be entitled to release such Securities from the pledge under this Agreement and cancel or repurchase such Securities in accordance with the terms of the Restricted Stock Agreement. Page 6

15. Further Assurances. Pledgor agrees to execute and deliver such further instruments and take such further actions as PSC may reasonably request from time to time to preserve or give effect to its rights under this Agreement. 16. Action by PSC. Any election, consent, waiver or other action that may be taken by PSC hereunder will be taken by the Chairman of the Board, unless Pledgor is then serving in such capacity, in which case such action will be taken by the Board. 17. Notices. Any notice to PSC that is required or permitted by this Agreement must be addressed to PSC at its principal office to the attention of the President, with a copy to the General Counsel. Any notice to Pledgor that is required or permitted by this Agreement must be addressed to Pledgor at the most recent address for Pledgor reflected in the appropriate records of PSC. Either party may at any time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing and must be sent by courier, overnight delivery service, facsimile or certified mail, return receipt

15. Further Assurances. Pledgor agrees to execute and deliver such further instruments and take such further actions as PSC may reasonably request from time to time to preserve or give effect to its rights under this Agreement. 16. Action by PSC. Any election, consent, waiver or other action that may be taken by PSC hereunder will be taken by the Chairman of the Board, unless Pledgor is then serving in such capacity, in which case such action will be taken by the Board. 17. Notices. Any notice to PSC that is required or permitted by this Agreement must be addressed to PSC at its principal office to the attention of the President, with a copy to the General Counsel. Any notice to Pledgor that is required or permitted by this Agreement must be addressed to Pledgor at the most recent address for Pledgor reflected in the appropriate records of PSC. Either party may at any time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing and must be sent by courier, overnight delivery service, facsimile or certified mail, return receipt requested, and such notice will be deemed to be given (a) if sent by courier, on the date actually delivered, (b) if sent by overnight delivery service, one day after being sent, (c) if sent by telecopy, on the date that confirmation of transmission is received by the sender, or (d) if sent by certified mail, on the third business day after being mailed. 18. Enforcement. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of law rules thereof. PSC will be entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and other equitable relief to enforce the provisions of this Agreement. Any action to enforce the provisions of, or otherwise relating to, this Agreement may be brought in the appropriate courts in Dallas, Dallas County, Texas, and Pledgor hereby consents to the personal jurisdiction of such courts in any such action; provided that, at the request of PSC or Pledgor, any claim or dispute arising out of or relating to this Agreement or Pledgor's employment by PSC or the termination of such employment, including any federal or state statutory claims, will be resolved without resort to the courts solely through mediation and, if mediation is not successful, through binding arbitration pursuant to the rules of the American Arbitration Association. Neither party will be liable to the other for punitive damages for any such claim or dispute. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled; provided that, if Pledgor becomes liable for any such fees, costs or other disbursements, such amounts will become Obligations under the applicable Note secured by this Agreement. 19. Entire Agreement. This Agreement and the other documents and instruments specifically referenced herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and except as expressly set forth herein or therein, there are no agreements or representations, written or oral, express or implied, with respect to such subject matter. No provision of this Agreement may be modified, waived or Page 7

discharged unless such waiver, modification or discharge is agreed to in writing signed by Pledgor and PSC. No waiver by either party hereto of any condition or provision of this Agreement to be performed by the other party will be deemed a waiver of any other provisions or conditions at the same or at any prior or subsequent time. 20. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected thereby. 21. Counterparts. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together will constitute one and the same agreement. 22. Assignment. Pledgor may not assign this Agreement or any rights or obligations hereunder. IN WITNESS WHEREOF, and intending to be legally bound, Pledgor and a duly-authorized representative of

discharged unless such waiver, modification or discharge is agreed to in writing signed by Pledgor and PSC. No waiver by either party hereto of any condition or provision of this Agreement to be performed by the other party will be deemed a waiver of any other provisions or conditions at the same or at any prior or subsequent time. 20. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected thereby. 21. Counterparts. This Agreement may be executed in any number of multiple counterparts and by different parties on separate counterparts, all of which when taken together will constitute one and the same agreement. 22. Assignment. Pledgor may not assign this Agreement or any rights or obligations hereunder. IN WITNESS WHEREOF, and intending to be legally bound, Pledgor and a duly-authorized representative of PSC have executed this Agreement as of the date first above written.
/s/ TERRY M. ASHWILL ------------------------Terry M. Ashwill, Pledgor

PEROT SYSTEMS CORPORATION
By:/s/ MORTON MEYERSON ---------------------Name: Morton Meyerson Title: Chairman of the Board

Page 8

EXHIBIT 10.41 December 23, 1997 Mr. Terry Ashwill 29 Windsor Ridge Frisco, Texas 75034 Dear Terry: Effective as of December 12, 1997, Perot Systems Corporation ("PSC") and you hereby agree to the following: (i) the purchase by PSC of 120,000 restricted shares (the "Restricted Shares") of PSC's Class A Common Stock, par value $.01 per share (the "Common Stock"), owned by you, (ii) the issuance to you of options to purchase 120,000 shares of Common Stock and (iii) the amendment of the vesting schedule and certain other terms of the existing stock option agreement (the "Existing Agreement") dated January 28, 1997, between PSC and you. These transactions are being be consummated on the following terms and conditions: 1. Perot Systems hereby purchases from you the Restricted Shares for $481,364.39 (the "Purchase Price"), which represents the price you paid for the shares plus 8% interest from the date of purchase. The Purchase Price will be paid by (i) issuing a check to you within 14 days of the execution by you of this letter agreement in the amount of $6,875 and (ii) offsetting against the Purchase Price the current principal balance and accrued interest on the following notes (collectively, the "Notes"): (a) Promissory Note dated January 28, 1997 in the principal amount of $187,500 made by you in favor of PSC (b) Bridge Note dated January 28, 1997 in the principal amount of $187,500 made by you in favor of PSC

EXHIBIT 10.41 December 23, 1997 Mr. Terry Ashwill 29 Windsor Ridge Frisco, Texas 75034 Dear Terry: Effective as of December 12, 1997, Perot Systems Corporation ("PSC") and you hereby agree to the following: (i) the purchase by PSC of 120,000 restricted shares (the "Restricted Shares") of PSC's Class A Common Stock, par value $.01 per share (the "Common Stock"), owned by you, (ii) the issuance to you of options to purchase 120,000 shares of Common Stock and (iii) the amendment of the vesting schedule and certain other terms of the existing stock option agreement (the "Existing Agreement") dated January 28, 1997, between PSC and you. These transactions are being be consummated on the following terms and conditions: 1. Perot Systems hereby purchases from you the Restricted Shares for $481,364.39 (the "Purchase Price"), which represents the price you paid for the shares plus 8% interest from the date of purchase. The Purchase Price will be paid by (i) issuing a check to you within 14 days of the execution by you of this letter agreement in the amount of $6,875 and (ii) offsetting against the Purchase Price the current principal balance and accrued interest on the following notes (collectively, the "Notes"): (a) Promissory Note dated January 28, 1997 in the principal amount of $187,500 made by you in favor of PSC (b) Bridge Note dated January 28, 1997 in the principal amount of $187,500 made by you in favor of PSC (c) Promissory Note dated February 14, 1997 in the principal amount of $37,500 made by you in favor of PSC (d) Bridge Note dated February 14, 1997 in the principal amount of $37,500 made by you in favor of PSC. As a result of these transactions, the Notes will be deemed paid in full and, as soon as practicable following the consummation of these transactions, will be so marked and returned to you. 2. You will execute a stock power or endorse your certificate in blank, as requested by PSC, to effect the transfer of the Restricted Shares to the Company. 3. The vesting schedule set forth as Attachment A to the Existing Agreement is hereby amended to read in its entirety as set forth on Exhibit 1. Section 3(d) of the Existing Agreement is hereby amended in its entirety to read as follows:

Mr. Terry Ashwill December 23, 1997 Page 2 (d) Shares of Purchased Stock may not be sold or otherwise transferred without the written consent of the underwriters of the initial underwritten public offering of Common Stock registered under the Securities Act, for the longer of (i) six months after the Common Stock is listed on a registered national securities exchange or approved for quotation in the NASDAQ system and (ii) for the same period, and under the same conditions, as the Underwriters request from the top five executive officers of Perot Systems (as designated by the Chief Executive Officer of Perot Systems) as a group. 4. PSC will issue you options to purchase 120,000 shares of Common Stock under PSC's 1991 Stock Option Plan pursuant to a Stock Option Agreement in the form of Exhibit 2. A Prospectus relating to the 1991 Stock

Mr. Terry Ashwill December 23, 1997 Page 2 (d) Shares of Purchased Stock may not be sold or otherwise transferred without the written consent of the underwriters of the initial underwritten public offering of Common Stock registered under the Securities Act, for the longer of (i) six months after the Common Stock is listed on a registered national securities exchange or approved for quotation in the NASDAQ system and (ii) for the same period, and under the same conditions, as the Underwriters request from the top five executive officers of Perot Systems (as designated by the Chief Executive Officer of Perot Systems) as a group. 4. PSC will issue you options to purchase 120,000 shares of Common Stock under PSC's 1991 Stock Option Plan pursuant to a Stock Option Agreement in the form of Exhibit 2. A Prospectus relating to the 1991 Stock Option Plan is included in this package for your benefit. 5. Each of the Restricted Stock Agreements and Pledge Agreements dated January 28, 1997 and February 14, 1997 between PSC and you will be of no further force and effect upon the consummation of the transactions contemplated by this letter agreement. 6. PSC makes no representations or warranties to you in connection with the repurchase of the Restricted Shares. If you agree with the foregoing, please sign both copies of this letter in the space provided below and return them to me at your earliest convenience. Sincerely yours, PEROT SYSTEMS CORPORATION
By: /s/ PETER A. ALTABEF ----------------------Peter A. Altabef General Counsel

ACCEPTED AND AGREED:
/s/ TERRY M. ASHWILL -------------------------Terry M. Ashwill -------------------------December 29, 1997 -------------------------Date

Exhibit 1 AMENDED ATTACHMENT A TO STOCK OPTION AGREEMENT

Exhibit 1 AMENDED ATTACHMENT A TO STOCK OPTION AGREEMENT FOR TERRY M. ASHWILL 1. Purchase Price: $3.75 per Share. 2. Expiration Date: January 29, 2008 unless earlier terminated under Section 2(a) or 2(d). 3. Vesting Schedule:
Vesting Dates Dates Certain ------------January 28, 1998 January 28, 1999 January 29, 2000 January 28, 2001 January 28, 2002 January 28, 2003 Number of Options Vesting ---------------40,000 40,000 40,000 40,000 40,000 30,000 ------

Total 230,000

Exhibit 2 Perot Systems Corporation 1991 Stock Option Plan

STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of December 12, 1997, is by and between Perot Systems Corporation ("Perot Systems"), a Delaware corporation, and Terry M. Ashwill ("Participant"). WITNESSETH: WHEREAS, Perot Systems has adopted the Perot Systems Corporation 1991 Stock Option Plan (the "Plan") to enable employees of Perot Systems and its majority-owned subsidiaries to acquire shares of Class A common stock, $0.01 par value, of Perot Systems ("Common Stock") in accordance with the provisions of the Plan; and WHEREAS, the Committee of the Board of Directors of Perot Systems appointed to administer the Plan (the "Committee") has selected Participant to participate in the Plan and has determined to grant Participant the right and option to purchase shares of Common Stock in accordance with the terms and conditions of this Agreement, provided, that if any change is made in the shares of Common Stock (including, but not limited to, by stock dividend, stock split, or merger or consolidation, but not including the issuance of additional shares for consideration), the Board of Directors or the Committee, will make such adjustments in the number and kind of shares (which may consist of shares of a surviving corporation to a merger) that may thereafter be optioned and sold under the Plan and the number and kind of shares (which may consist of shares of a surviving corporation to

Exhibit 2 Perot Systems Corporation 1991 Stock Option Plan

STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of December 12, 1997, is by and between Perot Systems Corporation ("Perot Systems"), a Delaware corporation, and Terry M. Ashwill ("Participant"). WITNESSETH: WHEREAS, Perot Systems has adopted the Perot Systems Corporation 1991 Stock Option Plan (the "Plan") to enable employees of Perot Systems and its majority-owned subsidiaries to acquire shares of Class A common stock, $0.01 par value, of Perot Systems ("Common Stock") in accordance with the provisions of the Plan; and WHEREAS, the Committee of the Board of Directors of Perot Systems appointed to administer the Plan (the "Committee") has selected Participant to participate in the Plan and has determined to grant Participant the right and option to purchase shares of Common Stock in accordance with the terms and conditions of this Agreement, provided, that if any change is made in the shares of Common Stock (including, but not limited to, by stock dividend, stock split, or merger or consolidation, but not including the issuance of additional shares for consideration), the Board of Directors or the Committee, will make such adjustments in the number and kind of shares (which may consist of shares of a surviving corporation to a merger) that may thereafter be optioned and sold under the Plan and the number and kind of shares (which may consist of shares of a surviving corporation to a merger) and purchase price per share of shares subject to outstanding Stock Option Agreements under the Plan as the Board of Directors or the Committee determines are equitable to preserve the respective rights of the Participants under the Plan. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and other terms and conditions set forth in this Agreement, Perot Systems and Participant agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms have the meanings indicated: (a) "Company" means Perot Systems and its majority-owned subsidiaries. (b) "Confidential Information" means all written, machine-reproducible, oral and visual data, information and material, including but not limited to business, financial and technical information, computer programs, documents and records (including those that Participant develops in the scope of his or her employment) that (i) the Company or any of its customers or suppliers treats as proprietary or confidential through markings or otherwise, (ii) relates to the Company or any of its customers or suppliers or any of their business activities, products or services (including software programs and techniques) and is competitively sensitive or not generally known in the relevant trade or industry, or (iii) derives independent economic value from not 1

being generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Confidential Information does not include any information or material that is approved by Perot Systems for unrestricted public disclosure. (c) "Expiration Date" means the date and time as of which the Option expires, which is the earlier of (i) the close of business on the date one year after the entire Option has Vested or (ii) the date and time as of which all rights to exercise the Option are terminated under Section 2(d). (d) "Market Value" of a share of Purchased Stock on a given date means (i) if the Purchased Stock is Publicly Traded, the closing sale price for Purchased Stock, as determined in good faith by the Board of Directors, on such date or, if no closing sale price is available for such date, on the most recent prior date for which a closing sale price is available or, if no closing sale price is available, the closing bid price, as so determined, on such date

being generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Confidential Information does not include any information or material that is approved by Perot Systems for unrestricted public disclosure. (c) "Expiration Date" means the date and time as of which the Option expires, which is the earlier of (i) the close of business on the date one year after the entire Option has Vested or (ii) the date and time as of which all rights to exercise the Option are terminated under Section 2(d). (d) "Market Value" of a share of Purchased Stock on a given date means (i) if the Purchased Stock is Publicly Traded, the closing sale price for Purchased Stock, as determined in good faith by the Board of Directors, on such date or, if no closing sale price is available for such date, on the most recent prior date for which a closing sale price is available or, if no closing sale price is available, the closing bid price, as so determined, on such date or, if no closing bid price is available for such date, the closing bid price on the most recent prior date for which a closing bid price is available, or (ii) if the Purchased Stock is not Publicly Traded, its fair market value, as determined in good faith by the Board of Directors, as of the most recent Valuation Date on or before such date. (e) "Net Investment Proceeds," with respect to any share of Purchased Stock sold or otherwise transferred by Participant or Participant's successor in interest, means the greater of the value of the gross proceeds received for such share or the Market Value of such share on the date of sale or transfer less, in either case, (i) the exercise price of the Option for such share plus simple interest on such amount at the rate of 8% per annum to the date of the sale or transfer, (ii) any reasonable and customary commission paid for the sale or transfer, and (iii) the verified amount of any income taxes paid or payable on the sale or transfer. (f) "Option" means the right and option evidenced by this Agreement. (g) "Publicly Traded" means Purchased Stock has been listed on a registered national securities exchange or approved for quotation in the National Association of Securities Dealers Automated Quotation ("NASDAQ") system. (h) "Purchased Stock" means any Common Stock purchased upon the exercise of this Option, together with any successor security, property or cash issued or distributed by Perot Systems or any successor entity, whether by way of merger, consolidation, share exchange, reorganization, liquidation, recapitalization or otherwise. (i) "Termination for Substantial Misconduct" means termination of employment for a felony conviction of the Participant; actions involving moral turpitude, theft, or dishonesty in a material matter; breach of any obligation under Section 5 of this Stock Option Agreement; or failure by Participant to carry out the directions, instructions, policies, rules, regulations, or decisions of the Board of Directors of 2

Perot Systems including, without limitation, those relating to business ethics and the ethical conduct of the business of the Company. (j) "Transfer" or "transfer" or derivations thereof includes any sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition. (k) "Valuation Date" means each June 30 and December 31 of every year, beginning on January 1, 1991, and any other date as of which the Board of Directors determines the Market Value of Purchased Stock. (l) "Vesting" or "vesting" or derivations thereof with respect to any Option issued under this Agreement, means receiving the right to exercise the Option. (m) "Vesting Period" means the period of time commencing on the date of this Agreement and ending on the date on which the entire Option has Vested. 2. Grant of Option; Purchase of Stock.

Perot Systems including, without limitation, those relating to business ethics and the ethical conduct of the business of the Company. (j) "Transfer" or "transfer" or derivations thereof includes any sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition. (k) "Valuation Date" means each June 30 and December 31 of every year, beginning on January 1, 1991, and any other date as of which the Board of Directors determines the Market Value of Purchased Stock. (l) "Vesting" or "vesting" or derivations thereof with respect to any Option issued under this Agreement, means receiving the right to exercise the Option. (m) "Vesting Period" means the period of time commencing on the date of this Agreement and ending on the date on which the entire Option has Vested. 2. Grant of Option; Purchase of Stock. (a) Subject to the terms, conditions, and restrictions set forth in the Plan and in this Agreement, Perot Systems hereby grants to Participant, and Participant hereby accepts from Perot Systems, the option to purchase from Perot Systems the number of shares of Common Stock specified on Attachment A hereto, at the purchase price so specified, which option will Vest in Participant in accordance with the Vesting Schedule set forth on Attachment A hereto. The Option shall only continue to Vest only for as long as Participant is an employee of Company, unless the Committee, in its sole discretion, agrees in writing otherwise. Participant will have the right to exercise the Vested Option and purchase Common Stock after the Option Vests as provided in Section 2(d) below. (b) The purchase price of shares as to which the Option is exercised must be paid to Perot Systems at the time of the exercise either in cash or in such other consideration as the Committee may approve having a total fair market value, as determined by the Committee, equal to the purchase price, or a combination of cash and such other consideration. (c) The Committee may elect to assist Participant in satisfying an obligation to pay or withhold taxes required as a result of the exercise of this Option by accepting shares of Purchased Stock at Market Value to satisfy the tax obligation. The shares of Purchased Stock accepted may be either shares withheld upon the exercise of this Option or other shares already owned by Participant. In determining whether to approve acceptance of Purchased Stock to satisfy such a tax obligation, the Committee may consider whether the shares proposed to be delivered are subject to any holding period or other restrictions on transfer and may waive or arrange for the waiver of any such restrictions. 3

(d) The Option is only exercisable as to Vested Options. Once Vested, the Option may be exercised until the Expiration Date, provided, however, (i) if the Participant ceases to be an employee for any reason other than death, the Option may be exercised only for sixty days after the date of cessation of employment, and in any case no later than the Expiration Date, and (ii) if the Participant ceases to be an Employee because of death of the Participant, the Option may be exercised by the Participant's estate only for two years after the Participant's Death and in any case no later than the Expiration Date. 3. Restrictions on Transfer. The following restrictions on transfer apply unless the Committee otherwise agrees in writing or unless the transfer is by will or the laws of descent and distribution upon Participant's death: (a) The Option may not be sold or otherwise transferred and is exercisable only by Participant during Participant's lifetime. (b) One-half of the shares of Purchased Stock purchased on any day may not be sold or otherwise transferred for two years after purchase.

(d) The Option is only exercisable as to Vested Options. Once Vested, the Option may be exercised until the Expiration Date, provided, however, (i) if the Participant ceases to be an employee for any reason other than death, the Option may be exercised only for sixty days after the date of cessation of employment, and in any case no later than the Expiration Date, and (ii) if the Participant ceases to be an Employee because of death of the Participant, the Option may be exercised by the Participant's estate only for two years after the Participant's Death and in any case no later than the Expiration Date. 3. Restrictions on Transfer. The following restrictions on transfer apply unless the Committee otherwise agrees in writing or unless the transfer is by will or the laws of descent and distribution upon Participant's death: (a) The Option may not be sold or otherwise transferred and is exercisable only by Participant during Participant's lifetime. (b) One-half of the shares of Purchased Stock purchased on any day may not be sold or otherwise transferred for two years after purchase. (c) Shares of Purchased Stock may not be sold or otherwise transferred unless the holder has given Perot Systems any notice required under Section 4(a) and Perot Systems has waived in writing any right it has to buy back the shares under Section 4(a). (d) Shares of Purchased Stock may not be sold or otherwise transferred without the written consent of the underwriters of the initial underwritten public offering of Common Stock registered under the Securities Act, for the longer of (i) six months after the Common Stock is listed on a registered national securities exchange or approved for quotation in the NASDAQ system and (ii) for the same period, and under the same conditions, as the underwriters request from the top five executive officers of Perot Systems (as designated by the Chief Executive Officer of Perot Systems) as a group. Perot Systems is not obligated to recognize any purported sale or other transfer of the Option or any Purchased Stock in violation of this Section 3 and, unless it elects to do otherwise, may treat any such purported sale or transfer as null, void, and of no effect. 4. Rights to Buy Back Purchased Stock and to Require Payback of Certain Profits. (a) At any time before the Purchased Stock is Publicly Traded, if Participant or any subsequent holder of shares of Purchased Stock desires or is obligated to sell or otherwise transfer any such shares (including any distribution to heirs or other beneficiaries of Participant's estate), the holder is required to give Perot Systems written notice of the proposed sale or transfer, including notice of the proposed purchaser or transferee, and, for a period of 30 days after receipt of such notice, Perot Systems will have the right to buy back such shares for cash at a purchase price equal to the price per share paid by Participant for the shares plus simple interest on 4

such amount at the rate of 8% per annum from the date of payment by Participant to the date of tender of payment by Perot Systems is set forth in Section 4(c) below. (b) If the Committee discovers that Participant has engaged in any conduct prohibited by Section 5 or if Participant ceases to be employed by the Company and the Committee, in its sole discretion, determines that Participant's cessation of employment resulted from a Termination for Substantial Misconduct or would have resulted in a Termination for Substantial Misconduct had the relevant facts been known at the time of Participant's cessation of employment, Perot Systems will have the right for 150 days after the Committee discovers the relevant facts to cancel any unexercised Option, whether or not Vested, and to buy back from Participant any shares of Purchased Stock then owned by Participant, at a purchase price equal to the price per share paid by Participant for the shares plus simple interest on such amount at the rate of 8% per annum from the date of payment by Participant to the date of tender of payment by Perot Systems as set forth in Section 4(c) below, and the right to require Participant to pay back to Perot Systems in cash the Net Investment Proceeds with respect to any shares of Purchased Stock that have been sold or otherwise transferred by Participant.

such amount at the rate of 8% per annum from the date of payment by Participant to the date of tender of payment by Perot Systems is set forth in Section 4(c) below. (b) If the Committee discovers that Participant has engaged in any conduct prohibited by Section 5 or if Participant ceases to be employed by the Company and the Committee, in its sole discretion, determines that Participant's cessation of employment resulted from a Termination for Substantial Misconduct or would have resulted in a Termination for Substantial Misconduct had the relevant facts been known at the time of Participant's cessation of employment, Perot Systems will have the right for 150 days after the Committee discovers the relevant facts to cancel any unexercised Option, whether or not Vested, and to buy back from Participant any shares of Purchased Stock then owned by Participant, at a purchase price equal to the price per share paid by Participant for the shares plus simple interest on such amount at the rate of 8% per annum from the date of payment by Participant to the date of tender of payment by Perot Systems as set forth in Section 4(c) below, and the right to require Participant to pay back to Perot Systems in cash the Net Investment Proceeds with respect to any shares of Purchased Stock that have been sold or otherwise transferred by Participant. (c) Whenever Perot Systems has a right to buy back shares of Purchased Stock or to require Participant to pay back to Perot Systems Participant's Net Investment Proceeds with respect to any shares of Purchased Stock under this Section 4, Perot Systems may exercise its right by notifying Participant or the subsequent holder of Perot Systems' election to exercise its right within the designated exercise period. In the case of a buyback under Section 4(a) or Section 4(b), the giving of such notice will give rise to an obligation on the part of Participant or the subsequent holder to tender to Perot Systems, within 10 days, any previously issued certificate representing shares of Purchased Stock to be bought back, duly endorsed in blank or having a duly executed stock power attached in proper form for transfer. If any such certificate is not tendered within 10 days, Perot Systems may cancel any outstanding certificate representing shares to be bought back. Perot Systems is required to tender the purchase price for shares to be bought back under this Section 4 within 20 days of giving notice of its election to exercise its right to buy back shares. If the person from whom the shares are to be bought back has not complied with an obligation to return a certificate representing shares to be bought back, however, Perot Systems is not required to tender the purchase price until 20 days after the certificate is returned or 20 days after it cancels the certificate, whichever occurs first. 5. Competition and Non-Disclosure. Participant acknowledges that: (i) in the course and as a result of employment with the Company, Participant will obtain special training and knowledge and will come in contact with the Company's current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company; (ii) the Company is continuously developing or receiving Confidential Information, and that during Participant's employment he or she will receive Confidential Information from the Company, its customers and suppliers and special training related to the Company's business methodologies; and (iii) Participant's employment by Company 5

creates a relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and in consideration of Perot Systems' granting this Option to Participant, Participant agrees that Perot Systems will be entitled to terminate all rights to exercise the Option and to exercise the rights specified in Section 4 above if Participant does any of the following without the prior written consent of the Company: (a) while employed by the Company or within one year thereafter: (i) competes with, or engages in any business that is competitive with, the Company within 250 miles of any location at which Participant was employed by or provided services to the Company; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any affiliates or subsidiaries of that person) that is or was a customer or prospect of the Company during the two years before Participant's employment with the Company ended if Participant solicited business from or performed services for that customer or prospect while employed by Company or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of Perot Systems, or of any of its customers for whom Participant performed services of from whom Participant solicited business, within the six

creates a relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and in consideration of Perot Systems' granting this Option to Participant, Participant agrees that Perot Systems will be entitled to terminate all rights to exercise the Option and to exercise the rights specified in Section 4 above if Participant does any of the following without the prior written consent of the Company: (a) while employed by the Company or within one year thereafter: (i) competes with, or engages in any business that is competitive with, the Company within 250 miles of any location at which Participant was employed by or provided services to the Company; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any affiliates or subsidiaries of that person) that is or was a customer or prospect of the Company during the two years before Participant's employment with the Company ended if Participant solicited business from or performed services for that customer or prospect while employed by Company or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of Perot Systems, or of any of its customers for whom Participant performed services of from whom Participant solicited business, within the six months before Participant's employment with the Company ended; or (b) discloses or uses any Confidential Information, except in connection with the good faith performance of Participant's duties as an employee; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or fails, upon Perot Systems' request, to execute and comply with a third party's agreement to protect its confidential and proprietary information, or solicits or induces the unauthorized disclosure or use of Confidential Information. If any court of competent jurisdiction finds any provision of this Section 5 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the Company that such court would find reasonable and enforceable. 6. Compliance with Securities Laws, Participant hereby agrees that upon demand by Perot Systems, any person exercising this Option, at the time of such exercise, will deliver to Perot Systems a written representation to the effect that the shares of Purchased Stock being acquired are being acquired for investment and not with a view to any resale or distribution thereof. Participant further agrees that neither Participant nor any successor in interest of Participant will sell or otherwise transfer the Option or any shares of Purchased Stock in any way that might result in a violation of any federal or state securities laws or regulations. Participant further acknowledges and agrees that Perot Systems may require Participant or any subsequent holder of the Option or of any shares of Purchased Stock to provide Perot Systems, prior to any sale or other transfer, with such other representations, commitments, 6

and opinions regarding compliance with applicable securities laws and regulations as Perot Systems may deem necessary or advisable. 7. Stock Certificates: Rights as Shareholder. Perot Systems will retain for safekeeping all certificates representing shares of Purchased Stock. Each such certificate will bear such legends as the Committee determines are necessary or appropriate. Whether or not certificates representing shares of Purchased Stock have been issued or delivered, Participant will have all the rights of a shareholder of Purchased Stock, including voting, dividend and distribution rights, with respect to shares of Purchased Stock owned by Participant. Participant will not have any rights as a shareholder with respect to any shares of Purchased Stock subject to the Option before the date of issuance to Participant of shares upon exercise of the Option. 8. Income Tax Withholding. Participant shall, upon request by the Company, reimburse the Company for, or the Company may withhold from sums or property otherwise due or payable to Participant, any amounts the Company is required to remit to applicable taxing authorities as income tax withholding with respect to the Option or any Purchased Stock. If shares of Purchased Stock are withheld for such purpose, they will be withheld at Market Value. If Participant fails to reimburse the Company for any such amount when requested, the Company

and opinions regarding compliance with applicable securities laws and regulations as Perot Systems may deem necessary or advisable. 7. Stock Certificates: Rights as Shareholder. Perot Systems will retain for safekeeping all certificates representing shares of Purchased Stock. Each such certificate will bear such legends as the Committee determines are necessary or appropriate. Whether or not certificates representing shares of Purchased Stock have been issued or delivered, Participant will have all the rights of a shareholder of Purchased Stock, including voting, dividend and distribution rights, with respect to shares of Purchased Stock owned by Participant. Participant will not have any rights as a shareholder with respect to any shares of Purchased Stock subject to the Option before the date of issuance to Participant of shares upon exercise of the Option. 8. Income Tax Withholding. Participant shall, upon request by the Company, reimburse the Company for, or the Company may withhold from sums or property otherwise due or payable to Participant, any amounts the Company is required to remit to applicable taxing authorities as income tax withholding with respect to the Option or any Purchased Stock. If shares of Purchased Stock are withheld for such purpose, they will be withheld at Market Value. If Participant fails to reimburse the Company for any such amount when requested, the Company has the right to recover that amount by selling or canceling sufficient shares of any Purchased Stock held by Participant. 9. Compliance with Plan. Participant acknowledges receipt of a copy of the Plan and further acknowledges that this Agreement is entered into, and the Option is granted, pursuant to the Plan. If the provisions of the Plan are inconsistent with the provisions of this Agreement, the provisions of the Plan supersede the provisions of this Agreement. 10. Notices. Any notice to Perot Systems or the Company that is required or permitted by this Agreement shall be addressed to the attention of the Secretary of Perot Systems at its principal office. Any notice to Participant that is required or permitted by this Agreement shall be addressed to Participant at the most recent address for Participant reflected in the appropriate records of the Company. Either party may at any time change its address for notification purposes by giving the other written notice of the new address and the date upon which it will become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing to be effective and, if mailed, shall be deemed to have been given on the third business day after the same is enclosed in an envelope, addressed to the party to be notified at the appropriate address, properly stamped, sealed, and deposited in the United States mail, and, if mailed to the Company, by certified mail, return receipt requested. 11. Remedies. Perot Systems is entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and otherwise equitable relief to enforce the provisions of this Agreement. Any action to enforce the provisions of, or other relating to, this Agreement may be brought in the state or federal courts having jurisdiction in Dallas, Dallas County, Texas. By signing this Agreement, Participant consents to the personal jurisdiction of such courts in any such action. 7

12. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and assigns. However, Participant does not have the power or right to assign this Agreement without the prior written consent of Perot Systems. 13. Attorneys' Fees. If any legal proceeding is brought to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 14. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected. 15. Headings. The section headings used herein are for reference and convenience only and do not affect the interpretation of this Agreement.

12. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and assigns. However, Participant does not have the power or right to assign this Agreement without the prior written consent of Perot Systems. 13. Attorneys' Fees. If any legal proceeding is brought to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 14. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected. 15. Headings. The section headings used herein are for reference and convenience only and do not affect the interpretation of this Agreement. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas, without regard to the choice of law rules in such law. 17. Entire Agreement. This Agreement, together with the Plan and any procedure adopted by the Committee thereunder, constitutes the entire agreement between the parties with respect to its subject matter and may be waived or modified only in writing. IN WITNESS WHEREOF, and intending to be legally bound hereby, Participant and a duly authorized representative of Perot Systems have executed this Agreement as of the date first above written. PARTICIPANT PEROT SYSTEMS CORPORATION
By: --------------------------Signature

--------------------------------Title: Chairman of the Board

Printed Name 8

CONSENT OF SPOUSE As the spouse of Participant, I consent to be bound by this Stock Option Agreement and agree that this consent shall be binding on my interest under this Agreement and on my heirs, legatees, and assigns. Signature Printed Name 9

ATTACHMENT A TO STOCK OPTION AGREEMENT FOR

CONSENT OF SPOUSE As the spouse of Participant, I consent to be bound by this Stock Option Agreement and agree that this consent shall be binding on my interest under this Agreement and on my heirs, legatees, and assigns. Signature Printed Name 9

ATTACHMENT A TO STOCK OPTION AGREEMENT FOR TERRY M. ASHWILL

ATTACHMENT A TO STOCK OPTION AGREEMENT FOR TERRY M. ASHWILL 1. Purchase Price: $6.75 per Share. 2. Expiration Date: January 28, 2008, unless earlier terminated under Section 2(a) or 2(d) 3. Vesting Schedule:
Vesting Dates Dates Certain ------------January 28, 2004 January 28, 2005 January 28, 2006 January 28, 2007 Number of Options Vesting --------------30,000 30,000 30,000 30,000 -----120,000 =======

TOTAL

EXHIBIT 10.42 [PEROT SYSTEMS CORPORATION LETTERHEAD] January 4, 1997 Mr. Terry Ashwill 255 15 North Forest Road Unit 16 Rio Verde, AZ 85263 Dear Terry: It is my sincere pleasure to extend an offer of employment to you for the position of Chief Financial Officer, effective as soon as practicable in January 1997. This offer of employment includes a base salary of $29,167.00 per month. You will also be eligible for an annual incentive bonus as an executive, payable in February, 1998. Your target plan bonus for 1997 is 25% of base pay, subject to adjustment up or down based on company and individual performance. In addition, in light of your potential to contribute to the long-term success of Perot Systems Corporation, upon signing an Associate Agreement you will be granted 300,000 stock options to purchase shares of Perot Systems stock, vesting annually over ten years and 50,000 stock options vesting annually over 5 years. Details outlining the Perot Systems Stock Option Plan and your stock option agreement, which govern the terms and conditions of the grant, will be distributed under separate cover. If you wish, you may instead purchase restricted stock instead of receiving options, provided that you purchase the shares in January 1997.

EXHIBIT 10.42 [PEROT SYSTEMS CORPORATION LETTERHEAD] January 4, 1997 Mr. Terry Ashwill 255 15 North Forest Road Unit 16 Rio Verde, AZ 85263 Dear Terry: It is my sincere pleasure to extend an offer of employment to you for the position of Chief Financial Officer, effective as soon as practicable in January 1997. This offer of employment includes a base salary of $29,167.00 per month. You will also be eligible for an annual incentive bonus as an executive, payable in February, 1998. Your target plan bonus for 1997 is 25% of base pay, subject to adjustment up or down based on company and individual performance. In addition, in light of your potential to contribute to the long-term success of Perot Systems Corporation, upon signing an Associate Agreement you will be granted 300,000 stock options to purchase shares of Perot Systems stock, vesting annually over ten years and 50,000 stock options vesting annually over 5 years. Details outlining the Perot Systems Stock Option Plan and your stock option agreement, which govern the terms and conditions of the grant, will be distributed under separate cover. If you wish, you may instead purchase restricted stock instead of receiving options, provided that you purchase the shares in January 1997.

Mr. Terry Ashwill January 4, 1997 Page 2 We will also offer to you a special termination provision if you leave Perot Systems for certain reasons during your first 2 years with us. This will apply (a "Triggering Event") if during this two year period (a) you terminate your employment with Perot Systems and you neither (I) within twelve months from the termination, work for a competitor of Perot Systems, or (II) within six months from the termination, work for a company with which you had discussions or communications (directly or through third parties) concerning or relating to employment while you were employed at Perot Systems or (b) you are terminated by Perot Systems other than for Cause. Cause means termination of employment for a felony conviction, actions involving moral turpitude, theft, or dishonesty in a material matter; or material breach of your obligations to maintain information on a confidential basis. The protection you will receive is as follows: If a Triggering Event occurs during the first two years of your employment with Perot Systems, so many shares or options up to 50,000 shares/options of Perot Systems stock (the "Triggering Event Shares") will vest under the option or restricted stock agreements mentioned above, regardless of whether such shares would otherwise have vested under the normal ten year and five year prorata vesting schedules under those agreements, if such shares are required so that, on the Measurement Date, the Value of the Triggering Event Shares is $1,500,000. The Measurement Date will be the third anniversary of your effective date of employment with Perot Systems. The Value will be (a) if Perot Systems shares are listed on a registered national securities exchange or approved for quotation on the

Mr. Terry Ashwill January 4, 1997 Page 3 National Association of Securities Dealers Automated Quotation ("NASDAQ") system, the closing sale price of

Mr. Terry Ashwill January 4, 1997 Page 2 We will also offer to you a special termination provision if you leave Perot Systems for certain reasons during your first 2 years with us. This will apply (a "Triggering Event") if during this two year period (a) you terminate your employment with Perot Systems and you neither (I) within twelve months from the termination, work for a competitor of Perot Systems, or (II) within six months from the termination, work for a company with which you had discussions or communications (directly or through third parties) concerning or relating to employment while you were employed at Perot Systems or (b) you are terminated by Perot Systems other than for Cause. Cause means termination of employment for a felony conviction, actions involving moral turpitude, theft, or dishonesty in a material matter; or material breach of your obligations to maintain information on a confidential basis. The protection you will receive is as follows: If a Triggering Event occurs during the first two years of your employment with Perot Systems, so many shares or options up to 50,000 shares/options of Perot Systems stock (the "Triggering Event Shares") will vest under the option or restricted stock agreements mentioned above, regardless of whether such shares would otherwise have vested under the normal ten year and five year prorata vesting schedules under those agreements, if such shares are required so that, on the Measurement Date, the Value of the Triggering Event Shares is $1,500,000. The Measurement Date will be the third anniversary of your effective date of employment with Perot Systems. The Value will be (a) if Perot Systems shares are listed on a registered national securities exchange or approved for quotation on the

Mr. Terry Ashwill January 4, 1997 Page 3 National Association of Securities Dealers Automated Quotation ("NASDAQ") system, the closing sale price of such shares on such date, as determined in good faith by Perot Systems, or if no closing sale price is available for such date, on the most recent prior date for which a closing sale price is available or, if no closing sale price is available, the closing bid price, as so determined, on such date, or, if no closing bid price is available for such date, the closing bid price on the most recent prior date for which a closing bid price is available, or (ii) if the shares are not so publicly traded, the fair market value, as determined in good faith by the Board of Directors, as of the most recent Perot Systems appraisal, provided that such appraisal will not discount the value of the stock because it is not publicly traded. The protection above is in addition to, and does not otherwise affect, the normal ten year and five year prorata vesting provided by the stock/option agreements. As an example, if a Triggering Event occurs prior to your first year anniversary with Perot Systems, you will not have vested any shares/options and the maximum amount of "protection" shares/options available to you will be 50,000. If a Triggering Event occurs between your first anniversary and your second anniversary with Perot Systems, and you will otherwise have vested 40,000 shares/options under the normal ten year and five year prorata provisions of the contract, the maximum amount of "protection" shares/options available to you will be 10,000. In the event that such 40,000 shares/options vested during that year but are repurchased due to violation of the standard provisions of those agreements but which otherwise does not violate this letter, then the maximum number of "protection" shares/options available to you will be 50,000.

Mr. Terry Ashwill January 4, 1997 Page 4 The company sponsored benefits plan includes medical, vision and dental benefits, life insurance, short term and

Mr. Terry Ashwill January 4, 1997 Page 3 National Association of Securities Dealers Automated Quotation ("NASDAQ") system, the closing sale price of such shares on such date, as determined in good faith by Perot Systems, or if no closing sale price is available for such date, on the most recent prior date for which a closing sale price is available or, if no closing sale price is available, the closing bid price, as so determined, on such date, or, if no closing bid price is available for such date, the closing bid price on the most recent prior date for which a closing bid price is available, or (ii) if the shares are not so publicly traded, the fair market value, as determined in good faith by the Board of Directors, as of the most recent Perot Systems appraisal, provided that such appraisal will not discount the value of the stock because it is not publicly traded. The protection above is in addition to, and does not otherwise affect, the normal ten year and five year prorata vesting provided by the stock/option agreements. As an example, if a Triggering Event occurs prior to your first year anniversary with Perot Systems, you will not have vested any shares/options and the maximum amount of "protection" shares/options available to you will be 50,000. If a Triggering Event occurs between your first anniversary and your second anniversary with Perot Systems, and you will otherwise have vested 40,000 shares/options under the normal ten year and five year prorata provisions of the contract, the maximum amount of "protection" shares/options available to you will be 10,000. In the event that such 40,000 shares/options vested during that year but are repurchased due to violation of the standard provisions of those agreements but which otherwise does not violate this letter, then the maximum number of "protection" shares/options available to you will be 50,000.

Mr. Terry Ashwill January 4, 1997 Page 4 The company sponsored benefits plan includes medical, vision and dental benefits, life insurance, short term and long term disability insurance, 401(k) plan, tuition reimbursement, and Flexible Spending Accounts. In addition to the above, during your first year with Perot Systems, Perot Systems will reimburse you for up to $4,000 (on an after tax basis) in personal finance expertise assistance. In connection with your relocation to Dallas, Perot Systems agrees to purchase your current personal residence at terms consistent with the Perot Systems executive relocation program. This will include transportation of your personal household items to Dallas, up to 90 days storage for those items, and insurance during this move and storage. Perot Systems will also reimburse you for temporary living expenses in Dallas during this ninety day period. Perot Systems will not require you to relocate from Dallas. This offer is for employment at will, which means that either you or Perot Systems can terminate the employment at any time, with or without cause, and is contingent upon execution of an Associate Agreement.

Mr. Terry Ashwill January 4, 1997 Page 5 The terms and conditions of this offer shall override any conflicting language in any Perot Systems stock or option plans or agreements or other related documents, with respect to matters specifically addressed in this offer letter.

Mr. Terry Ashwill January 4, 1997 Page 4 The company sponsored benefits plan includes medical, vision and dental benefits, life insurance, short term and long term disability insurance, 401(k) plan, tuition reimbursement, and Flexible Spending Accounts. In addition to the above, during your first year with Perot Systems, Perot Systems will reimburse you for up to $4,000 (on an after tax basis) in personal finance expertise assistance. In connection with your relocation to Dallas, Perot Systems agrees to purchase your current personal residence at terms consistent with the Perot Systems executive relocation program. This will include transportation of your personal household items to Dallas, up to 90 days storage for those items, and insurance during this move and storage. Perot Systems will also reimburse you for temporary living expenses in Dallas during this ninety day period. Perot Systems will not require you to relocate from Dallas. This offer is for employment at will, which means that either you or Perot Systems can terminate the employment at any time, with or without cause, and is contingent upon execution of an Associate Agreement.

Mr. Terry Ashwill January 4, 1997 Page 5 The terms and conditions of this offer shall override any conflicting language in any Perot Systems stock or option plans or agreements or other related documents, with respect to matters specifically addressed in this offer letter. Perot Systems will consult with you on the form and content of any public announcement of your joining Perot Systems, and will only issue the public announcement after receiving your consent to the timing and the final form and content of the announcement. I trust that you will accept this offer to become Chief Financial Officer of Perot Systems. I look forward to working with you.
Sincerely yours, Acceptance:

/s/ PETER A. ALTABEF Peter A. Altabef Perot Systems Corporation

/s/ TERRY ASHWILL -----------------------------Terry Ashwill January 10, 1997 -----------------------------Date

EXHIBIT 10.43 [PEROTSYSTEMS LETTERHEAD] November 17, 1997

Mr. Terry Ashwill January 4, 1997 Page 5 The terms and conditions of this offer shall override any conflicting language in any Perot Systems stock or option plans or agreements or other related documents, with respect to matters specifically addressed in this offer letter. Perot Systems will consult with you on the form and content of any public announcement of your joining Perot Systems, and will only issue the public announcement after receiving your consent to the timing and the final form and content of the announcement. I trust that you will accept this offer to become Chief Financial Officer of Perot Systems. I look forward to working with you.
Sincerely yours, Acceptance:

/s/ PETER A. ALTABEF Peter A. Altabef Perot Systems Corporation

/s/ TERRY ASHWILL -----------------------------Terry Ashwill January 10, 1997 -----------------------------Date

EXHIBIT 10.43 [PEROTSYSTEMS LETTERHEAD] November 17, 1997 Dr. George H. Heilmeier Chairman and CEO Bellcore 445 South Street Morristown, NJ 07960 Dear George: Perot Systems Corporation ("Perot Systems") is pleased to engage you as a consultant for approximately 20% of your time, in addition to the time that you will devote as a Board member. As a consultant, you will work on the development and implementation of the company's business and technology strategies and on the structure of major business relationships, as well as other projects. We will work with you to coordinate the timing of your services consistent with your other business commitments. We will pay you $12,500 per month for your consulting services and reimburse you for your reasonable, allocated travel expenses, consistent with Perot Systems' policies. In addition, we will grant you options to buy 20,000 shares of Perot Systems common stock at an exercise price of $6.75 per share, with 4,000 of the options vesting on each of the first five anniversaries of the date of this letter for as long as this agreement remains in effect, in accordance with the enclosed Stock Option Agreement and Plan. You are furnishing services to Perot Systems as an independent contractor. This letter agreement is not intended to create an employer-employee or agent relationship between Perot Systems and you. Perot Systems is not responsible for withholding any amounts for your income tax, Social Security or any other taxes.

EXHIBIT 10.43 [PEROTSYSTEMS LETTERHEAD] November 17, 1997 Dr. George H. Heilmeier Chairman and CEO Bellcore 445 South Street Morristown, NJ 07960 Dear George: Perot Systems Corporation ("Perot Systems") is pleased to engage you as a consultant for approximately 20% of your time, in addition to the time that you will devote as a Board member. As a consultant, you will work on the development and implementation of the company's business and technology strategies and on the structure of major business relationships, as well as other projects. We will work with you to coordinate the timing of your services consistent with your other business commitments. We will pay you $12,500 per month for your consulting services and reimburse you for your reasonable, allocated travel expenses, consistent with Perot Systems' policies. In addition, we will grant you options to buy 20,000 shares of Perot Systems common stock at an exercise price of $6.75 per share, with 4,000 of the options vesting on each of the first five anniversaries of the date of this letter for as long as this agreement remains in effect, in accordance with the enclosed Stock Option Agreement and Plan. You are furnishing services to Perot Systems as an independent contractor. This letter agreement is not intended to create an employer-employee or agent relationship between Perot Systems and you. Perot Systems is not responsible for withholding any amounts for your income tax, Social Security or any other taxes. If you inform Perot Systems in writing that any consulting services Perot Systems asks you to perform would conflict with Section 5 of your retirement agreement as attached to your letter to me dated September 22, 1997, Perot Systems will immediately withdraw its request. The term of this agreement will be from November 17, 1997, to November 16, 2002, provided that either party may terminate this agreement prior to November 16, 2002, at the terminating parties sole discretion, and for any or no reason, on one month's notice. Upon termination of this agreement you will cease to receive compensation and the vesting of your options shall cease.

This agreement incorporates by reference the terms of Attachment A ("Confidentiality and Proprietary Rights Agreement") and constitutes the final, entire, and exclusive agreement between Perot Systems and you with respect to your consulting for Perot Systems and may only be amended in a writing signed by both parties. If you agree to the terms of this agreement, please sign both copies of this letter and both copies of Attachment A, keep one copy of each for your records, and return the other copies to Patti Karn, our Stock Administrator, in the enclosed return envelope. Please also sign the enclosed Stock Option Agreement, return it to Patti, and she will return a signed copy to you. Separately you have received and executed a Stock Option Agreement for 30,000 shares vesting over five years as compensation for your service on the Board of Directors, and the Plan governing that Option Agreement. We are very excited about the prospect of working with you. Very truly yours,
/s/ PETER ALTABEF

This agreement incorporates by reference the terms of Attachment A ("Confidentiality and Proprietary Rights Agreement") and constitutes the final, entire, and exclusive agreement between Perot Systems and you with respect to your consulting for Perot Systems and may only be amended in a writing signed by both parties. If you agree to the terms of this agreement, please sign both copies of this letter and both copies of Attachment A, keep one copy of each for your records, and return the other copies to Patti Karn, our Stock Administrator, in the enclosed return envelope. Please also sign the enclosed Stock Option Agreement, return it to Patti, and she will return a signed copy to you. Separately you have received and executed a Stock Option Agreement for 30,000 shares vesting over five years as compensation for your service on the Board of Directors, and the Plan governing that Option Agreement. We are very excited about the prospect of working with you. Very truly yours,
/s/ PETER ALTABEF ----------------------Peter Altabef

ACCEPTED AND AGREED:
By: /s/ GEORGE H. HEILMEIER ------------------------------George H. Heilmeier Date: 11/19/97 -----------------------------

2

Attachment A CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Confidentiality and Proprietary Rights Agreement (the "Agreement") is entered into between Dr. George H. Heilmeier ("Consultant"), and Perot Systems Corporation, a Delaware corporation ("Perot Systems"). 1. In order for the parties to carry out their consulting agreement pursuant to the letter dated November 17, 1997, to which this Agreement is attached and of which it is part, Perot Systems may disclose confidential information to Consultant regarding its business activities and plans ("Confidential Information"). Confidential Information includes, but is not limited to: (a) the names of Perot Systems' customers and the nature of Perot Systems' relationships with its customers; (b) Perot Systems' computer programs; (c) compilations of data and information selected or arranged by Perot Systems; (d) developments, improvements, processes, procedures, inventions, and trade secrets that are produced by Perot Systems or its employees or contractors in the course of Perot Systems' business; and (e) information and materials provided to Perot Systems by its customers, alliance partners, and vendors. 2. Consultant shall use his best efforts to keep Perot Systems' Confidential Information secret.

Attachment A CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Confidentiality and Proprietary Rights Agreement (the "Agreement") is entered into between Dr. George H. Heilmeier ("Consultant"), and Perot Systems Corporation, a Delaware corporation ("Perot Systems"). 1. In order for the parties to carry out their consulting agreement pursuant to the letter dated November 17, 1997, to which this Agreement is attached and of which it is part, Perot Systems may disclose confidential information to Consultant regarding its business activities and plans ("Confidential Information"). Confidential Information includes, but is not limited to: (a) the names of Perot Systems' customers and the nature of Perot Systems' relationships with its customers; (b) Perot Systems' computer programs; (c) compilations of data and information selected or arranged by Perot Systems; (d) developments, improvements, processes, procedures, inventions, and trade secrets that are produced by Perot Systems or its employees or contractors in the course of Perot Systems' business; and (e) information and materials provided to Perot Systems by its customers, alliance partners, and vendors. 2. Consultant shall use his best efforts to keep Perot Systems' Confidential Information secret. 3. Consultant has no obligation with respect to any Confidential Information which Consultant can establish (a) he independently developed; (b) is or becomes publicly known without a breach of this Agreement by Consultant; (c) is disclosed to Consultant by a third person who is not required to maintain its confidentiality; or (d) is approved for release by Perot Systems in writing. 4. Consultant shall and hereby does assign to Perot Systems all of his rights, title, and interest in any Confidential Information that he develops or helps to develop while working for Perot Systems as an independent contractor or employee and shall promptly and fully inform Perot Systems in writing of any such Confidential Information. Consultant shall provide, at Perot Systems' request and expense, such cooperation and documentation as Perot Systems reasonably requests to establish or confirm Perot Systems' proprietary rights in any of the Confidential Information. 5. Consultant shall not disclose Confidential Information to any agent or other non-party without the prior written consent of Perot Systems. 6. Consultant shall not use Confidential Information for competing with Perot Systems or for any purpose not in furtherance of the business relationship between them. 7. Upon the termination of the consulting agreement or at Perot Systems' request, whichever is sooner, Consultant shall return all copies of the Confidential Information in any form and shall destroy all notes or memoranda in any form that are based wholly or partly on Confidential Information. 3

8. If Consultant becomes legally obligated to disclose any Confidential Information, he shall notify Perot Systems in writing immediately, shall cooperate with Perot Systems in seeking a protective order or other appropriate remedy, and shall use his best efforts to protect the confidential or proprietary status of any disclosed Confidential Information. 9. In the event of a breach or threatened breach by Consultant of the provisions of this Agreement, Perot Systems may have no adequate remedy in damages and, accordingly, shall be entitled to an injunction in addition to any other legal or equitable remedies.

8. If Consultant becomes legally obligated to disclose any Confidential Information, he shall notify Perot Systems in writing immediately, shall cooperate with Perot Systems in seeking a protective order or other appropriate remedy, and shall use his best efforts to protect the confidential or proprietary status of any disclosed Confidential Information. 9. In the event of a breach or threatened breach by Consultant of the provisions of this Agreement, Perot Systems may have no adequate remedy in damages and, accordingly, shall be entitled to an injunction in addition to any other legal or equitable remedies. 10. This Agreement is governed by the laws of Texas without regard to its rules on conflicts of law, and Consultant consents to the exclusive personal jurisdiction of the state and federal courts in Texas. Consultant may not assign his rights or obligations under this Agreement. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party sought to be bound. This Agreement shall expire two years after the termination of the consulting agreement to which this Agreement is attached. ACCEPTED AND AGREED: By: George H. Heilmeier Date: 4

PEROT SYSTEMS CORPORATION 1996 ADVISOR AND CONSULTANT STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of, November 17,1997, is by and between Perot Systems Corporation, a Delaware corporation ("Perot Systems" or the "Company"), and George H. Heilmeier ("Participant"). WITNESSETH WHEREAS, Perot Systems has adopted the Perot Systems Corporation 1996 Advisor and Consultant Stock Option/ Restricted Stock Incentive Plan (the "Plan") to enable nonemployee advisors of the Company, and consultants under contract with the Company, to acquire shares of Class A Common Stock, $0.01 par value, of the Company ("Common Stock") in accordance with the provisions of the Plan; and WHEREAS, the Committee of the Board of Directors of Perot Systems with responsibility for administering this Plan (the "Committee") has selected Participant to participate in the Plan and has determined to grant Participant the option to purchase shares of Common Stock in accordance with the terms and conditions of this Agreement, provided, that if any change is made in the shares of Common Stock (including, but not limited to, by stock dividend, stock split, or merger or consolidation, but not including the issuance of additional shares for consideration), the Board of Directors or the Committee will make such adjustments in the number and kind of shares (which may consist of shares of a surviving corporation to a merger) and purchase price per share of shares subject to outstanding options issued under the Plan as the Board of Directors or the Committee determines are equitable to preserve the respective rights of the Participants under the Plan; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and other terms and conditions set forth in this Agreement, Perot Systems and Participant agree as follows: 1. Award. (a) Subject to the terms, conditions, and restrictions set forth in the Plan and in this Agreement, Perot Systems

PEROT SYSTEMS CORPORATION 1996 ADVISOR AND CONSULTANT STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of, November 17,1997, is by and between Perot Systems Corporation, a Delaware corporation ("Perot Systems" or the "Company"), and George H. Heilmeier ("Participant"). WITNESSETH WHEREAS, Perot Systems has adopted the Perot Systems Corporation 1996 Advisor and Consultant Stock Option/ Restricted Stock Incentive Plan (the "Plan") to enable nonemployee advisors of the Company, and consultants under contract with the Company, to acquire shares of Class A Common Stock, $0.01 par value, of the Company ("Common Stock") in accordance with the provisions of the Plan; and WHEREAS, the Committee of the Board of Directors of Perot Systems with responsibility for administering this Plan (the "Committee") has selected Participant to participate in the Plan and has determined to grant Participant the option to purchase shares of Common Stock in accordance with the terms and conditions of this Agreement, provided, that if any change is made in the shares of Common Stock (including, but not limited to, by stock dividend, stock split, or merger or consolidation, but not including the issuance of additional shares for consideration), the Board of Directors or the Committee will make such adjustments in the number and kind of shares (which may consist of shares of a surviving corporation to a merger) and purchase price per share of shares subject to outstanding options issued under the Plan as the Board of Directors or the Committee determines are equitable to preserve the respective rights of the Participants under the Plan; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and other terms and conditions set forth in this Agreement, Perot Systems and Participant agree as follows: 1. Award. (a) Subject to the terms, conditions, and restrictions set forth in the Plan and in this Agreement, Perot Systems hereby awards and grants to Participant, and Participant hereby accepts from Perot Systems, the option to purchase from Perot Systems the number of shares of Common Stock, at the purchase price, and in accordance with the schedule specified on Attachment A hereto. -1-

(b) The option may be exercised only with respect to vested options. Once vested, the options may be exercised until the expiration date set forth on Exhibit A hereto (unless such right to exercise is earlier terminated pursuant to Section 3 hereunder), by delivering written notice of the exercise to Perot Systems specifying the number of shares to be purchased and paying in full the purchase price for such shares either (i) in cash or check in United States dollars or (ii) by tendering to Perot Systems shares of the same class as the shares being acquired that have been owned by the person exercising the option for any period necessary to avoid a charge to Perot Systems' earnings and having a fair market value on the date of exercise equal to such purchase price, or (iii) by a combination of such cash and shares. (c) For purposes of this Agreement, the term "fair market value" means, with respect to any Purchased Stock means, (i) if the Purchased Stock is publicly traded, the closing sale price on the date of determination in the market in which the shares are principally traded (which may be a stock exchange) or, if no such closing sale price is available for such date, on the most recent previous date for which such a closing sale price is available or, if no

(b) The option may be exercised only with respect to vested options. Once vested, the options may be exercised until the expiration date set forth on Exhibit A hereto (unless such right to exercise is earlier terminated pursuant to Section 3 hereunder), by delivering written notice of the exercise to Perot Systems specifying the number of shares to be purchased and paying in full the purchase price for such shares either (i) in cash or check in United States dollars or (ii) by tendering to Perot Systems shares of the same class as the shares being acquired that have been owned by the person exercising the option for any period necessary to avoid a charge to Perot Systems' earnings and having a fair market value on the date of exercise equal to such purchase price, or (iii) by a combination of such cash and shares. (c) For purposes of this Agreement, the term "fair market value" means, with respect to any Purchased Stock means, (i) if the Purchased Stock is publicly traded, the closing sale price on the date of determination in the market in which the shares are principally traded (which may be a stock exchange) or, if no such closing sale price is available for such date, on the most recent previous date for which such a closing sale price is available or, if no closing sale price is available, the closing bid price on such date as quoted in the National Association of Securities Dealers Automated Quotation ("NASDAQ") system, or by the National Quotation Bureau, Inc., if not so quoted, or, if no such closing bid price is available for such date, the closing bid price on the most recent previous date for which such a closing bid price is available, or (ii) if Purchased Stock is not publicly traded, their fair market value, determined by reference to the most recent appraisal of the Common Stock conducted by appraisers selected by the Board of Directors of Perot Systems. (d) For purposes of this Agreement, the term "publicly traded" means Purchased Stock has been listed on a registered national securities exchange or approved for quotation in the NASDAQ system. (e) For purposes of this Agreement, the term "Purchased Stock" means any Common Stock or other security purchased upon the exercise of this option, together with any successor security, property or cash issued or distributed by Perot Systems or any successor entity, whether by way of merger, consolidation, share exchange, reorganization, liquidation, recapitalization, or otherwise. -2-

2. Restrictions on Transfer of Option and Purchased Stock. (a) The option evidenced by this Agreement may not be sold or otherwise transferred, and is exercisable only by Participant. (b) Shares of Purchased Stock may not be sold or otherwise transferred for six months after stock of the same class as the Purchased Stock is publicly traded. (c) Perot Systems is not obligated to recognize any purported sale or other transfer of the option or Purchased Stock in violation of this Section 2 and may treat any such purported sale or transfer as null, void, and of no effect. 3. Cessation of Service to Perot Systems. Any invested options evidenced by this Agreement will terminate and, except to the extent set forth in this Section 3, will cease being exercisable if Participant, for any reason whatsoever, is no longer serving Perot Systems in at least one of the following capacities: a consultant under contract to Perot Systems, or full time employee of Perot Systems (a "Termination Event"), unless the Committee, in its sole discretion, agrees in writing otherwise. If a Termination Event occurs by reason other than the death of Participant, Participant will have sixty days after the Termination Event to exercise all vested options hereunder, but in no event later than the expiration date set forth

2. Restrictions on Transfer of Option and Purchased Stock. (a) The option evidenced by this Agreement may not be sold or otherwise transferred, and is exercisable only by Participant. (b) Shares of Purchased Stock may not be sold or otherwise transferred for six months after stock of the same class as the Purchased Stock is publicly traded. (c) Perot Systems is not obligated to recognize any purported sale or other transfer of the option or Purchased Stock in violation of this Section 2 and may treat any such purported sale or transfer as null, void, and of no effect. 3. Cessation of Service to Perot Systems. Any invested options evidenced by this Agreement will terminate and, except to the extent set forth in this Section 3, will cease being exercisable if Participant, for any reason whatsoever, is no longer serving Perot Systems in at least one of the following capacities: a consultant under contract to Perot Systems, or full time employee of Perot Systems (a "Termination Event"), unless the Committee, in its sole discretion, agrees in writing otherwise. If a Termination Event occurs by reason other than the death of Participant, Participant will have sixty days after the Termination Event to exercise all vested options hereunder, but in no event later than the expiration date set forth on Attachment A hereto. If a Termination Event occurs by reason of the death of Participant, Participant's estate will have two years after the Termination Event to exercise all vested options hereunder, but in no event later than the expiration date set forth on Attachment A hereto. 4. Company's Right of First Refusal. (a) Unless and until shares of Purchased Stock are publicly traded, Perot Systems will have a right of first refusal to purchase such shares purchased hereunder if the holder of the shares desires or is obligated to sell or otherwise transfer the shares, but this right will not apply to a transfer upon Participant's death by will or by the laws of descent and distribution. (b) Any holder of such shares who desires or is obligated to sell or otherwise transfer them before shares of Purchased Stock are publicly traded must give Perot Systems written notice of the proposed sale or other transfer. The notice must include the name of the proposed purchaser or transferee and describe the circumstances of the transfer. Perot Systems may purchase any or all of the shares proposed to be sold or transferred by notifying the holder within 30 days of its -3-

receipt of the notice of its election to exercise its right of first refusal and tendering the purchase price of the shares as soon as reasonably practicable thereafter. (c) The purchase price at which Perot Systems will purchase shares under its right of first refusal will be their fair market value, determined by reference to the most recent appraisal of the Common Stock conducted by appraisers selected by the Board of Directors of Perot on or before the date of receipt of the notice of the proposed sale or transfer. 5. Compliance with Securities Laws. (a) Participant acknowledges that the option evidenced by this Agreement and the shares to be issued upon exercise of the option have not been registered under the Securities Act of 1933, that Perot Systems has no present intention to so register them, that such shares may be deemed "restricted securities" under Rule 144 of the Act, that the holder of restricted securities may be required to hold them for an indefinite period of time unless they are registered for sale under the Act or an exemption from registration is available, and that routine sales of restricted securities under Rule 144 can only be made if Perot Systems meets certain requirements, including a requirement to make certain information publicly available, and then only in limited amounts and in a specified manner in accordance with the terms and conditions of Rule 144.

receipt of the notice of its election to exercise its right of first refusal and tendering the purchase price of the shares as soon as reasonably practicable thereafter. (c) The purchase price at which Perot Systems will purchase shares under its right of first refusal will be their fair market value, determined by reference to the most recent appraisal of the Common Stock conducted by appraisers selected by the Board of Directors of Perot on or before the date of receipt of the notice of the proposed sale or transfer. 5. Compliance with Securities Laws. (a) Participant acknowledges that the option evidenced by this Agreement and the shares to be issued upon exercise of the option have not been registered under the Securities Act of 1933, that Perot Systems has no present intention to so register them, that such shares may be deemed "restricted securities" under Rule 144 of the Act, that the holder of restricted securities may be required to hold them for an indefinite period of time unless they are registered for sale under the Act or an exemption from registration is available, and that routine sales of restricted securities under Rule 144 can only be made if Perot Systems meets certain requirements, including a requirement to make certain information publicly available, and then only in limited amounts and in a specified manner in accordance with the terms and conditions of Rule 144. (b) Upon demand by Perot Systems, any person exercising the option evidenced by this Agreement, at the time of such exercise, will deliver to Perot Systems a written representation to the effect that the shares being acquired are being acquired for investment and not with a view to any resale or distribution thereof. (c) Neither Participant nor any successor in interest of Participant will sell or otherwise transfer the option evidenced by this Agreement or any shares acquired upon exercise of the option in any way that might result in a violation of any federal or state securities laws or regulations. (d) Perot Systems may require Participant or any subsequent holder of the option or of any shares acquired upon exercise of the option to provide Perot Systems, before any sale or other transfer, with such representations, commitments, and opinions regarding compliance with applicable securities laws and regulations as Perot Systems may deem necessary or advisable. 6. Stock Certificates; Rights as Shareholder. Perot Systems will retain for safekeeping all certificates representing shares purchased upon exercise of the option evidenced by this Agreement. Each such certificate will bear such legends as the Board -4-

determines are necessary or appropriate. Whether or not certificates representing such shares have been issued or delivered, Participant will have all the rights of a shareholder of Common Stock, including voting, dividend and distribution rights, with respect to such shares owned by Participant. Participant will not have any rights as a shareholder with respect to any shares subject to the option before the date of issuance to Participant of shares upon exercise of the option. 7. Income Tax Withholding. Participant (or any person entitled to act on Participant's behalf) shall, upon request by the Company, pay to Perot Systems, or Perot Systems may withhold from sums or property otherwise due or payable to Participant (or such person), such amount as Perot Systems may request for the purpose of satisfying any liability to withhold federal, state, local, or foreign income or other taxes. If shares of stock are withheld for such purpose, they will be withheld at fair market value, as defined in Section 1(c), as of the date of accrual of the liability. 8. Compliance with Plan. Participant acknowledges receipt of a copy of the Plan and further acknowledges that this Agreement is entered into, and the option has been awarded, pursuant to the Plan. If the provisions of the Plan are inconsistent with the provisions of this Agreement, the provisions of the Plan govern and supersede the provisions of this Agreement. 9. Notices. Any notice to Perot Systems or the Company that is required or permitted by this Agreement shall be

determines are necessary or appropriate. Whether or not certificates representing such shares have been issued or delivered, Participant will have all the rights of a shareholder of Common Stock, including voting, dividend and distribution rights, with respect to such shares owned by Participant. Participant will not have any rights as a shareholder with respect to any shares subject to the option before the date of issuance to Participant of shares upon exercise of the option. 7. Income Tax Withholding. Participant (or any person entitled to act on Participant's behalf) shall, upon request by the Company, pay to Perot Systems, or Perot Systems may withhold from sums or property otherwise due or payable to Participant (or such person), such amount as Perot Systems may request for the purpose of satisfying any liability to withhold federal, state, local, or foreign income or other taxes. If shares of stock are withheld for such purpose, they will be withheld at fair market value, as defined in Section 1(c), as of the date of accrual of the liability. 8. Compliance with Plan. Participant acknowledges receipt of a copy of the Plan and further acknowledges that this Agreement is entered into, and the option has been awarded, pursuant to the Plan. If the provisions of the Plan are inconsistent with the provisions of this Agreement, the provisions of the Plan govern and supersede the provisions of this Agreement. 9. Notices. Any notice to Perot Systems or the Company that is required or permitted by this Agreement shall be addressed to the attention of the Secretary of Perot Systems at 12377 Merit Drive, Suite 1100, Dallas, Texas 75251. Any notice to Participant that is required or permitted by this Agreement shall be addressed to Participant at the most recent address for Participant reflected in the appropriate records of the Company. Either party may at any time change its address for notification purposes by giving the other written notice of the new address and the date upon which it will become effective. Whenever this Agreement requires or permits any notice from one party to another, this notice must be in writing to be effective and, if mailed, shall be deemed to have been given on the third business day after the same is enclosed in an envelope, addressed to the party to be notified at the appropriate address, properly stamped, sealed, and deposited in the United States mail, and, if mailed to the Company, by certified mail, return receipt requested. 10. Remedies. Perot Systems is entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and other equitable relief to enforce the provisions of this Agreement. Any action to enforce the provisions of, or otherwise relating to, this Agreement may be brought in the state or federal courts having jurisdiction in Dallas, Dallas County, Texas. By signing -5-

this Agreement, Participant consents to the personal jurisdiction of such courts in any such action. 11. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives and permitted successors and assigns. However, Participant does not have the power or right to assign this Agreement without the prior written consent of Perot Systems. 12. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 13. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected. 14. Headings. The section headings used herein are for reference and convenience only and do not affect the interpretation of this Agreement. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas, without regard to that state's choice of law rules. 16. Entire Agreement. This Agreement, together with the Plan and any rules and regulations adopted by the Board or Committee thereunder, constitutes the entire agreement between the parties with respect to its subject

this Agreement, Participant consents to the personal jurisdiction of such courts in any such action. 11. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives and permitted successors and assigns. However, Participant does not have the power or right to assign this Agreement without the prior written consent of Perot Systems. 12. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. 13. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this Agreement will not be affected. 14. Headings. The section headings used herein are for reference and convenience only and do not affect the interpretation of this Agreement. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas, without regard to that state's choice of law rules. 16. Entire Agreement. This Agreement, together with the Plan and any rules and regulations adopted by the Board or Committee thereunder, constitutes the entire agreement between the parties with respect to its subject matter. 17. Amendment. This Agreement may be amended only in a manner that is consistent with the Plan and only by a written instrument signed by both Perot Systems and Participant. IN WITNESS WHEREOF, and intending to be legally bound hereby, Participant and a duly-authorized representative of Perot Systems have executed this Agreement as of the date first above written. PARTICIPANT PEROT SYSTEMS CORPORATION
/s/ -------------------------------George H. Heilmeier By: -----------------------------Title: Chairman Of The Board

-6-

CONSENT OF SPOUSE As the spouse of Participant, I consent to be bound by this Stock Option Agreement and agree that this consent shall be binding on any interest I may have under this Agreement and on my heirs, legatees, and assigns. By: Signature Printed Name Date -7-

ATTACHMENT A

CONSENT OF SPOUSE As the spouse of Participant, I consent to be bound by this Stock Option Agreement and agree that this consent shall be binding on any interest I may have under this Agreement and on my heirs, legatees, and assigns. By: Signature Printed Name Date -7-

ATTACHMENT A TO STOCK OPTION AGREEMENT FOR GEORGE H. HEILMEIER 1. Purchase Price: $6.75 per Share 2. Expiration Date: November 16, 2003 3. Vesting Schedule:
Date Option Vests ----------------Shares as to which Option Vests ------------------------------Percentage Number --------------20 4,000 ------------------20 4,000 ------------------20 4,000 ------------------20 4,000 ------------------20 4,000 ------------------100% --------20,000 -----------

November 16,1998 ----------------November 16,1999 ----------------November 16, 2000 ----------------November 16, 2001 ----------------November 16, 2002 ----------------Shares Covered by Option:

-8-

EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE Dollars and share amounts in thousands, except per share data

ATTACHMENT A TO STOCK OPTION AGREEMENT FOR GEORGE H. HEILMEIER 1. Purchase Price: $6.75 per Share 2. Expiration Date: November 16, 2003 3. Vesting Schedule:
Date Option Vests ----------------Shares as to which Option Vests ------------------------------Percentage Number --------------20 4,000 ------------------20 4,000 ------------------20 4,000 ------------------20 4,000 ------------------20 4,000 ------------------100% --------20,000 -----------

November 16,1998 ----------------November 16,1999 ----------------November 16, 2000 ----------------November 16, 2001 ----------------November 16, 2002 ----------------Shares Covered by Option:

-8-

EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE Dollars and share amounts in thousands, except per share data
1997 1996 1995 ------------------------------$11,217 $20,499 $10,813 -447 595 ------------------$11,217 $20,052 $10,218 ======= ======= ======= 39,168 37,055 31,151 8,428 5,116 2,215 ------------------47,596 42,171 33,366 ======= ======= ======= $ $ 0.29 0.24 $ $ 0.54 0.48 $ $ 0.33 0.31

Net Income Preferred Stock Dividend

Weighted Average Common Shares Outstanding Common Stock Equivalents Weighted Average Diluted Common Shares Outstanding

Basic Earnings per Common Share Diluted Earnings per Common Share

17

EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE Dollars and share amounts in thousands, except per share data
1997 1996 1995 ------------------------------$11,217 $20,499 $10,813 -447 595 ------------------$11,217 $20,052 $10,218 ======= ======= ======= 39,168 37,055 31,151 8,428 5,116 2,215 ------------------47,596 42,171 33,366 ======= ======= ======= $ $ 0.29 0.24 $ $ 0.54 0.48 $ $ 0.33 0.31

Net Income Preferred Stock Dividend

Weighted Average Common Shares Outstanding Common Stock Equivalents Weighted Average Diluted Common Shares Outstanding

Basic Earnings per Common Share Diluted Earnings per Common Share

17

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT
JURISDICTION OF INCORPORATION California Germany Illinois The Netherlands India Singapore Delaware England Mauritius Switzerland Germany Switzerland Singapore The Netherlands Canada Delaware Germany United Kingdom United Kingdom Delaware Delaware Singapore The Netherlands Japan Monaco Texas France Delaware Delaware Texas California The Netherlands The Netherlands The Netherlands Ireland Delaware

SUBSIDIARY Benton International, Incorporated Deutsche Perot Systems GmbH Doblin Group, Inc. HCL Perot Systems N.V. HCL Perot Systems Private Limited (India) HCL Perot Systems Pte. Limited (Singapore) HPS America, Inc. HPS Europe Limited HCL Perot Systems (Mauritius) Pvt. Ltd. Icarus Consulting A.G. Icarus Consulting GmbH Perot Systems A.G. Perot Systems Asia Pacific Pte Ltd. Perot Systems B.V. Perot Systems (Canada) Corporation, Corporation Systemes Perot Perot Systems Communication Services, Inc. Perot Systems (Deutschland) GMBH Perot Systems Europe (Energy Services), Limited Perot Systems Europe Limited ("PSEL") Perot Systems Field Services Corporation Perot Systems Financial Services Corporation Perot Systems Holdings Pte Ltd. Perot Systems Investments B.V. Perot Systems (Japan) Ltd. Perot Systems Monaco S.A.M. Perot Systems Realty Corporation Perot Systems S.A. (formerly Perot Systems (France) SARL) PSC Government Services Corporation PSC Health Care, Inc. Rothwell International, Inc. Stamos Associates Inc. Syllogic B.V. Syllogic Systems B.V. Syllogic Applications B.V. Syllogic Ireland Limited The Technical Resource Connection, Inc.

EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT
JURISDICTION OF INCORPORATION California Germany Illinois The Netherlands India Singapore Delaware England Mauritius Switzerland Germany Switzerland Singapore The Netherlands Canada Delaware Germany United Kingdom United Kingdom Delaware Delaware Singapore The Netherlands Japan Monaco Texas France Delaware Delaware Texas California The Netherlands The Netherlands The Netherlands Ireland Delaware

SUBSIDIARY Benton International, Incorporated Deutsche Perot Systems GmbH Doblin Group, Inc. HCL Perot Systems N.V. HCL Perot Systems Private Limited (India) HCL Perot Systems Pte. Limited (Singapore) HPS America, Inc. HPS Europe Limited HCL Perot Systems (Mauritius) Pvt. Ltd. Icarus Consulting A.G. Icarus Consulting GmbH Perot Systems A.G. Perot Systems Asia Pacific Pte Ltd. Perot Systems B.V. Perot Systems (Canada) Corporation, Corporation Systemes Perot Perot Systems Communication Services, Inc. Perot Systems (Deutschland) GMBH Perot Systems Europe (Energy Services), Limited Perot Systems Europe Limited ("PSEL") Perot Systems Field Services Corporation Perot Systems Financial Services Corporation Perot Systems Holdings Pte Ltd. Perot Systems Investments B.V. Perot Systems (Japan) Ltd. Perot Systems Monaco S.A.M. Perot Systems Realty Corporation Perot Systems S.A. (formerly Perot Systems (France) SARL) PSC Government Services Corporation PSC Health Care, Inc. Rothwell International, Inc. Stamos Associates Inc. Syllogic B.V. Syllogic Systems B.V. Syllogic Applications B.V. Syllogic Ireland Limited The Technical Resource Connection, Inc.

18

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Perot Systems Corporation on Form S-8 (File No. 333-30401) of our report dated March 25, 1998 on our audits of the consolidated financial statements of Perot Systems Corporation as of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995.
/s/ Coopers & Lybrand L.L.P. Dallas, Texas

March 30, 1998

ARTICLE 5

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Perot Systems Corporation on Form S-8 (File No. 333-30401) of our report dated March 25, 1998 on our audits of the consolidated financial statements of Perot Systems Corporation as of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995.
/s/ Coopers & Lybrand L.L.P. Dallas, Texas

March 30, 1998

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED ARTICLE 5 RESTATED: MULTIPLIER: 1,000

12 MOS DEC 31 1997 JAN 01 1997 DEC 31 1997 35,298 0 106,415 1,185 0 178,068 136,072 85,369 267,103 170,161 0 0 0 406 92,910 267,103 781,621 781,621 636,296 764,028 1,045 0 1,282 19,508 8,291 0 0 0 0 11,217 .29 .24

PERIOD TYPE FISCAL YEAR END

YEAR DEC 31 1996

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED ARTICLE 5 RESTATED: MULTIPLIER: 1,000

12 MOS DEC 31 1997 JAN 01 1997 DEC 31 1997 35,298 0 106,415 1,185 0 178,068 136,072 85,369 267,103 170,161 0 0 0 406 92,910 267,103 781,621 781,621 636,296 764,028 1,045 0 1,282 19,508 8,291 0 0 0 0 11,217 .29 .24

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION

YEAR DEC 31 1996 DEC 31 1996 27,516 0 120,591 (6,787) 0 176,705 96,990 (61,242) 232,247 154,713 0 0 0 396 70,366 232,247 0 599,438 461,192 558,137 (1,608) 0

ARTICLE 5 RESTATED: MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED ARTICLE 5 RESTATED: MULTIPLIER: 1,000

YEAR DEC 31 1996 DEC 31 1996 27,516 0 120,591 (6,787) 0 176,705 96,990 (61,242) 232,247 154,713 0 0 0 396 70,366 232,247 0 599,438 461,192 558,137 (1,608) 0 770 40,151 19,652 20,499 0 0 0 20,499 0.54 0.48

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES

9 MOS DEC 31 1997 JAN 01 1997 SEP 30 1997 13,034 0 132,339 4,380 0 175,830 100,950 59,136 268,087 170,118 0 0 0 406 93,033 268,087 556,867 556,867 437,688 534,883 (1,324)

ARTICLE 5 RESTATED: MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED ARTICLE 5 RESTATED: MULTIPLIER: 1,000

9 MOS DEC 31 1997 JAN 01 1997 SEP 30 1997 13,034 0 132,339 4,380 0 175,830 100,950 59,136 268,087 170,118 0 0 0 406 93,033 268,087 556,867 556,867 437,688 534,883 (1,324) 0 953 23,667 10,058 0 0 0 0 13,609 .14 .12

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS

6 MOS DEC 31 1997 JAN 01 1997 JUN 30 1997 16,983 0 116,373 7,883 0 162,661 95,680 55,795 248,146 153,320 0 0 0 406 88,793 248,146 354,082 354,082 277,841 342,083

ARTICLE 5 RESTATED: MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED ARTICLE 5 RESTATED: MULTIPLIER: 1,000

6 MOS DEC 31 1997 JAN 01 1997 JUN 30 1997 16,983 0 116,373 7,883 0 162,661 95,680 55,795 248,146 153,320 0 0 0 406 88,793 248,146 354,082 354,082 277,841 342,083 (1,441) 0 500 14,082 5,984 0 0 0 0 8,098 .04 .03

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS

3 MOS DEC 31 1997 JAN 01 1997 MAR 31 1997 32,100 0 115,055 6,204 0 177,616 84,478 50,026 244,720 161,624 0 0 0 403 77,255 244,720 169,071 169,071 129,714 160,152

ARTICLE 5 RESTATED: MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS DEC 31 1997 JAN 01 1997 MAR 31 1997 32,100 0 115,055 6,204 0 177,616 84,478 50,026 244,720 161,624 0 0 0 403 77,255 244,720 169,071 169,071 129,714 160,152 (1,574) 0 227 10,871 4,188 0 0 0 0 6,683 .17 .14

Exhibit 99(a) Schedule VIII - Valuation and Qualifying Accounts VALUATION AND QUALIFYING ACCOUNTS ALLOWANCE FOR UNCOLLECTIBLES (In 000's)
Balance at Beginning of Period ---------$6,787 $1,352 $ 382 Balance at Deductions End of (Write-offs) Period ------------ ---------$6,769 $1,185 $ $ 190 98 $6,787 $1,352

December 31, 1997 ....... December 31, 1996 ....... December 31, 1995 .......

Additions --------$1,167 $5,625 $1,068

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Exhibit 99(a) Schedule VIII - Valuation and Qualifying Accounts VALUATION AND QUALIFYING ACCOUNTS ALLOWANCE FOR UNCOLLECTIBLES (In 000's)
Balance at Beginning of Period ---------$6,787 $1,352 $ 382 Balance at Deductions End of (Write-offs) Period ------------ ---------$6,769 $1,185 $ $ 190 98 $6,787 $1,352

December 31, 1997 ....... December 31, 1996 ....... December 31, 1995 .......

Additions --------$1,167 $5,625 $1,068

24