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AFFILIATED COMPUTER SERVICES, INC. NOTICE OF STOCK OPTION GRANT UNDER THE 1997 STOCK INCENTIVE PLAN FOR EMPLOYEES IN FRANCE

Equity Incentive Plan Agreement

AFFILIATED COMPUTER SERVICES, INC. 

NOTICE OF STOCK OPTION GRANT UNDER THE
1997 STOCK INCENTIVE PLAN FOR EMPLOYEES IN FRANCE
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This Equity Incentive Plan Agreement involves

AFFILIATED COMPUTER SERVICES INC

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Title: AFFILIATED COMPUTER SERVICES, INC. NOTICE OF STOCK OPTION GRANT UNDER THE 1997 STOCK INCENTIVE PLAN FOR EMPLOYEES IN FRANCE
Date: 1/23/2007
Industry: Computer Services    

AFFILIATED COMPUTER SERVICES, INC. 

NOTICE OF STOCK OPTION GRANT UNDER THE
1997 STOCK INCENTIVE PLAN FOR EMPLOYEES IN FRANCE
, Parties: affiliated computer services inc
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EXHIBIT 10.36

AFFILIATED COMPUTER SERVICES, INC.

NOTICE OF STOCK OPTION GRANT UNDER THE
1997 STOCK INCENTIVE PLAN FOR EMPLOYEES IN FRANCE
TO

 

 

     You have been granted an option to purchase Class A Common Stock of Affiliated Computer Services, Inc. (the “Company”) under the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan for Employees in France (the “French Sub-Plan”) as follows:

 

 

 

 

 

 

 

Option Number

 

 

 

 

 

 

 

 

 

Date of Grant

 

 

 

 

 

 

 

 

 

Number of Shares

 

 

 

 

 

 

 

 

 

Option Price Per Share

 

$

 

 

 

 

 

 

 

Term/Expiration Date

 

9-1/2 years from the Date of Grant

 

 

 

 

 

 

 

Vesting Schedule

 

80% as of the date that is four years after the Date of Grant, and 20% at the end of the following year, or earlier in certain events as expressly provided in the Stock Option Agreement for Employees in France, the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan and the French Sub-Plan.

 

 

 

 

 

 

 

Exercise Schedule

 

Options may be exercised on or after the date of vesting and until the expiration date.

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Stock Option Agreement for Employees in France (attached hereto as Exhibit “A”), the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan and the French Sub-Plan, each of which is made a part of this document.

 

 

 

 

 

 

 

 

 

AFFILIATED COMPUTER SERVICES, INC.

 

OPTIONEE:

 

 

 

 

 

 

 

 

 

BY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WILLIAM L. DECKELMAN, JR.

 

 

 

 

 

 

 

 

EXECUTIVE VICE PRESIDENT

 

 

 

 

 

 

 

 

& GENERAL COUNSEL

 

 

 

 

 

 

 


 

EXHIBIT “A”

AFFILIATED COMPUTER SERVICES, INC.

STOCK OPTION AGREEMENT FOR EMPLOYEES IN FRANCE

     THIS STOCK OPTION AGREEMENT (this “Agreement”), effective as of the date of the Notice of Stock Option Grant under the 1997 Stock Incentive Plan for Employees in France (the “Notice of Grant”) attached hereto, shall, along with the Plan and French Sub-Plan (as hereafter defined), govern the terms of the Option (as hereafter defined) granted by Affiliated Computer Services, Inc., a Delaware corporation (the “Company”), to the Optionee identified in the Notice of Grant (“Optionee”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to such terms in the Plan and French Sub-Plan.

WITNESSETH

     WHEREAS, the Company has adopted the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (the “Plan”), which provides for the grant of stock options to certain selected Employees and corporate officers of the Company or its subsidiaries with respect to shares of the Company’s Class A Common Stock, par value $.01 per share (“Common Stock”);

     WHEREAS, the Company has adopted an addendum to the Plan so as to create the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan for Employees in France (the “French Sub-Plan”) and allow the Company to grant stock options meeting the requirements of Sections L. 225-177 to L. 225-186 of the French Commercial Code, as amended, to Employees in France; and

     WHEREAS, the Company has selected Optionee to participate in the French Sub-Plan and desires to award to Optionee the stock option described in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, as an inducement to Optionee to continue as an employee or a corporate officer of the Company or its subsidiaries and to promote the success of the business of the Company and its subsidiaries, the parties hereby agree as follows:

     1.  Grant of Option . The Company hereby grants to Optionee, upon the terms and subject to the conditions, limitations and restrictions set forth in this Agreement, the Plan, the French Sub-Plan and the Notice of Grant (all of which are incorporated by reference), an option (the “Option”) to acquire a total number of shares of Common Stock (the “Shares”) as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant, such grant to be effective as of the date of grant designated in the Notice of Grant (the “Award Date”). The Shares of Common Stock subject to the Option shall vest in accordance with the vesting schedule set forth in the Notice of Grant (the

 


 

“Vesting Schedule”) and shall be exercisable in accordance with the exercise schedule set forth in the Notice of Grant (the “Exercise Schedule”).

     2.  Exercise of Option . This Option shall be exercisable during its term in accordance with the Exercise Schedule and with the provisions of Section 9 of the Plan as follows, except for specific provisions as mentioned in Sections 5, 6 and 7 below and in the French Sub-Plan:

          (i) Right to Exercise .

               (a) The Option may not be exercised for a fraction of share.

               (b) In the event of the Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Sections 9 and 10 of the Plan, subject to the limitation contained in subsections (c) and (d) of this Section 2(i) and in Section 9 of the French Sub-Plan.

               (c) In no event may the Option be exercised after the date of expiration of the term of the Option as set forth in the Notice of Grant, except in case of the death of the Optionee.

               (d) The Option may be exercised only with respect to the vested portion thereof in accordance with the Notice of Grant, except in case of the s death of the Optionee.

          (ii) Method of Exercise . The Option shall be exercisable by written notice, which notice shall state Optionee’s election to exercise the Option and the number of Shares in respect of which the Option is being exercised. Such written notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. The Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the exercise price. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares. If the Option is exercised in full, Optionee shall surrender this Agreement.

     3.  Method of Payment . Payment of the exercise price shall be made in cash or, as determined by the Administrator, in accordance with the terms and conditions of the Plan, including by check. No Shares may be issued by the Company until Optionee makes full payment to the Company of the applicable exercise price.

     4.  Restrictions on Exercise . This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares

 


 

would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations, or if prohibited with respect to provisions of the French Sub-Plan.


 
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