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:
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Option
Number
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Date of
Grant
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Number of
Shares
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Option Price
Per Share
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$
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Term/Expiration
Date
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9-1/2 years
from the Date of Grant
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Vesting
Schedule
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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.
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Exercise
Schedule
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Options may be
exercised on or after the date of vesting and until the expiration
date.
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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.
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AFFILIATED
COMPUTER SERVICES, INC.
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OPTIONEE:
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WILLIAM L.
DECKELMAN, JR.
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EXECUTIVE VICE
PRESIDENT
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& GENERAL
COUNSEL
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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.
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:
(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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