AFFILIATED COMPUTER SERVICES, INC. 1997 STOCK INCENTIVE PLAN FOR EMPLOYEES IN FRANCE

EXHIBIT 10.35

AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN
FOR EMPLOYEES IN FRANCE

1. Introduction .

     The Board of Directors (the “Board”) of Affiliated Computer Services, Inc. (the “Company”) has adopted the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (the “U.S. Plan”) for the benefit of certain employees of the Company, its parent subsidiaries and affiliate companies, including its French subsidiary(ies) (the “ French Entity”) of which the Company holds directly or indirectly at least 10% of the share capital.

     Section 4(b)(vi) of the U.S. Plan generally permits the committee designated by the Board to administer the U.S. Plan (the “Committee”) to establish sub-plans, construe and interpret the U.S. Plan and any benefits granted, to change the terms and conditions of the Options and to make all others determinations which deemed necessary or desirable by the Committee to comply with the applicable local laws and to facilitate compliance with the tax, securities, foreign exchange, probate or other applicable provisions of the laws in other countries (including France). The Committee has determined that it is desirable to establish a sub-plan for the purposes of permitting the options to qualify for favorable local tax and social security treatment in France (the “Optionee”). The Committee, therefore, intends to establish a sub-plan of the U.S. Plan for the purpose of granting options which intend to qualify for the favorable tax and social security treatment in France applicable to options granted under the Sections L. 225-177 to L. 225-186 of the French Commercial Code, as amended, to qualifying employees who are resident in France for French tax purposes and/or subject to the French social security contributions regime. The terms of the U.S. Plan, as set out in Appendix 1 hereto, shall, subject to the modifications in the following rules, constitute the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan for Employees in France (the “French Sub-Plan”).

     Under the French Sub-Plan, the eligible employees may be granted Options only as defined in Section 2 hereunder. The Company shall not be permitted to grant Stock Purchase Rights, Stock Appreciation Rights, Restricted Stock, Deferred Stock or Dividend Equivalents under the French Sub-Plan.

2. Definitions .

     Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the U.S. Plan. The terms set out below will have the following meanings:

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      (b)  The term “Closed Period” shall mean the specific periods as set forth by Section L. 225-177 of the French Commercial Code, as amended, during which French qualifying options cannot be granted, so long as such Closed Periods are applicable to Options, as described in Section 8 below;

      (c)  Notwithstanding any provisions in the U.S. Plan to the contrary, the term “Date of Grant” shall be the date on which the Committee both (i) designates the Optionee and (ii) specifies the terms and conditions of the Option including the number of Shares and the method for determining the Exercise Price. In no event shall the Date of Grant be during a Closed Period, as long as said Closed Periods and any subsequent Closed Periods applicable to Options, as described in Section 8 below;

      (d)  The term “Disability” is defined in categories 2 and 3 under Section L. 341-4 of the French Social Security Code and subject to the fulfillment of related conditions.

3. Entitlement to Participate .

      (a)  Subject to Section 3(b) below, any individual who, on the Date of Grant, and to the extend required under French law, is either employed under the terms and conditions of an employment contract (“ contrat de travail ”) by a French Entity or who is a corporate officer of the French Entity, shall be eligible to receive Options under the French Sub-Plan, provided that he or she also satisfies the eligibility conditions of Section 5 of the U.S. Plan.

      (b)  Notwithstanding any provisions in the U.S. Plan to the contrary, Options may not be granted under the French Sub-Plan to employees or corporate officers owning more than ten percent (10%) of the Company’s share capital and who otherwise satisfy the eligibility conditions of Section 5 of the U.S. Plan.

      (c)  Options may not be issued to corporate executives of the French Entity, other than managing directors (Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de sociétés par actions), unless they are employed by the French Entity, as defined by French law.

4. Conditions of the Option/Purchase Price .

      (a)  Notwithstanding any provisions in the U.S. Plan to the contrary, the terms and conditions of the Options shall not be modified after the Date of Grant with retroactive effect except as provided in Section 6 hereunder or as otherwise keeping with French law.

      (b)  The method for determining the Exercise Price payable per Share pursuant to Options issued hereunder shall be fixed by the Committee on the Date of Grant, but in no event shall the Exercise Price per Share be less than the greatest of:

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5. Exercise of an Option .

      (a)  Notwithstanding any provisions in the U.S. Plan to the contrary, upon exercise of an Option, the full Exercise Price and any required tax and/or social charges to be withheld by the French Entity or the Company on behalf of the Optionee must be paid either in cash, by check or by wire transfer, exclusive of any other method of payment. Under a cashless exercise program, if authorized by the Company, the Optionee may also give irrevocable instructions to a stockbroker to properly deliver the Exercise Price to the Company. Notwithstanding any provisions in the U.S. Plan to the contrary, no delivery of prior owned Shares having a fair market value on the date of delivery equal to the aggregate Exercise Price of the Shares may be used as consideration for exercising an Option.

      (b)  At the time an Option is granted, the Committee shall fix the period within which the Option vests and may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. Specifically, the Committee may provide for a restriction period measured from the Grant Date for the vesting or exercise of the Option or for the sale of Shares acquired pursuant to the exercise of an Option, designed to obtain the favorable tax and social security treatment pursuant to Section 163 bis C of the French Tax Code. Nevertheless, the restriction on the sale of the Shares cannot exceed three (3) years as from the exercise of the Options. Such restriction period on the vesting or exercise of Options or the sale of Shares shall be set forth in the Stock Option Agreement.

      (c)  Notwithstanding any provisions in the U.S. Plan to the contrary, if an Optionee’s employment by the French Entity terminates by reason of his or her death, his or her outstanding Options shall thereafter be immediately exercisable under the conditions set forth by Section 9 of this French Sub-Plan. Any Options which remain unexercised shall expire six months following the date of the Optionee’s death.

      (d)  Notwithstanding any provisions in the U.S. Plan to the contrary, if an Optionee’s employment by the French Entity terminates by reason of Disability (as defined in this French Sub-Plan), his or her Options may be exercised as provided in the Stock Option Agreement.

      (e)  The Shares acquired upon exercise of the Option will be recorded in an account in the name of the shareholder with a broker or in such other manner as the Company may otherwise determined in order to ensure compliance with applicable law.

     Adjustments of the Options issued hereunder shall be made to preclude the dilution or enlargement of benefits under the Option only in the event of the transactions by the Company listed under Section L. 225-181 of the French Commercial Code, as amended, and in case of a

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repurchase of Shares by the Company at the price higher than the stock quotation price in the open market, and according to the provisions of Section L. 228-99 of the French Commercial Code, as amended, as well as according to specific decrees.

     In the event of an adjustment, assumption or substitution as set forth in Sections 10(a) and 17 of the U.S. Plan, adjustments to the terms and conditions of the French-qualified Options or underlying Shares of Common Stock may be made only in accordance with the U.S. Plan and pursuant to applicable French legal and tax rules. Nevertheless, the Board, at its discretion, may determine to make adjustments in the case of a transaction for which adjustments are not authorized under French law, in which case the French-qualified Options may no longer qualify as French-qualified Options.

     Assumption or substitution of the Options in case of a corporate transaction as defined under Sections 10(a) and 17 of the U.S. Plan as well as an acceleration of the vesting and exercisability of the Options or other mechanism implemented upon such corporate transactions to compensate the Optionees may result in the Options being no longer eligible to the French favorable tax and social security regime.

     If the Options no longer qualify as French-qualified Options, the Committee may, in its sole discretion, determine to lift, shorten or terminate certain restrictions applicable to the vesting or exercisability of the Options or to the sale of the Shares underlying the Options which have been imposed under this French Sub-Plan or in the Stock Option Agreement delivered to the Optionee in order to achieve the favorable tax and social security treatment for French-qualified Options.

7. Disqualification of Options.

     In the event changes are made to the terms and conditions of the Options due to any requirements under the applicable laws of incorporation of the Company, or by decision of the Company’s shareholders, the Committee, the Options may no longer qualify as respectively French-qualified Options.

     If the Options no longer qualify as French-qualified Options, the Committee may, in its sole discretion, determine to lift, shorten or terminate certain restrictions applicable to the vesting or exercisability of the Options or to the sale of the Shares underlying the Options which have been imposed under this French Sub-Plan or in the Stock Option Agreement delivered to the Optionee in order to achieve the favorable tax and social security treatment for French-qualified Options.

8. Closed Periods .

     Notwithstanding any provisions in the U.S. Plan to the contrary and because Shares of the Company are traded on a regulated market, Options shall not be granted to Optionees during the Closed Periods defined by Section L. 225-177 of the French Commercial Code, as amended, so long as such Closed Periods are applicable to the Options. The term Closed Period means

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     If the Date of Grant to non-French employees and corporate officers were to occur during an applicable Closed Period, the Date of Grant for French Optionees shall be the first date following the expiration of the Closed Period or any subsequent Closed Periods which would not be a prohibited Date of Grant under the U.S. Plan rules, as determined by the Board, the Committee or a duly empowered person.

9. Death .

     In the event of the death of an Optionee, all Options shall become immediately vested and exercisable. The Optionee’s heirs may exercise the Options within six (6) months following the death, but any outstanding Option which remains unexercised shall expire six (6) months following the date of the Optionee’s Death. The six (6) -month exercise period will apply without regard to the term of the Option, as set forth in Section 10 below.

10. Term of the Option .

     The term of the Options granted under this French Sub-Plan will be nine years and six months (9-1/2). This term can only be extended in the event of the death of the Optionee, and in no event will the term exceed ten years.

11. Transferability .

     Notwithstanding any provision on the contrary in the U.S. Plan, the Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during the life of the Optionee life only by the Optionee.

12. Buy-Out Provisions.

     The Buy-Out provisions as described in Section 9(f) of the U.S. Plan is not applicable to Optionees.

13. Interpretation .

     It is intended that Options granted under the French Plan shall qualify for the favorable tax and social security charges treatment applicable to Options granted under Sections

     L. 225-177 to L. 225-186 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax law and the French tax administration, but no undertaking is made to maintain such status. The terms of the French Sub-Plan shall be interpreted accordingly and in accordance with the relevant provisions set forth by French tax and social security laws, as well as the French tax and social security administrations and the

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relevant guidelines released by the French tax and social insurance authorities and subject to the fulfilment of legal, tax and reporting obligations.

     In the event of any conflict between the provisions of this French Sub-Plan and the U.S. Plan, the provisions of the French Sub-Plan shall control for any grants made to Optionees.

14. Employment Rights .

     The adoption of this French Sub-Plan shall not confer upon the Optionees any employment rights and shall not be construed as part of the Optionees’ employment contracts, if any.

15. Amendments .

     Subject to the terms of the U.S. Plan, the Committee reserves the right to amend or terminate this French Sub-Plan at any time. Such amendments would only apply to future grants and would not be retroactive.

16. Effective Date .

     The French Sub-Plan was adopted by the Company effective December 8, 2006 and actions of the Company were ratified by the Compensation Committee of the Company’s Board of Directors on December 9, 2006.

* * * * *

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APPENDIX 1

AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN

AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN

     1.  Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries and to promote the success of the Company’s business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option. Stock purchase rights, stock appreciation rights, deferred stock, dividend equivalents and restricted stock may also be granted under the Plan. It is intended that certain Performance Based Grants made to “covered employees” (as defined in Code Section 162(m)(3)) will qualify as performance based compensation under Code Section 162(m)(4)(C), and the pertinent provisions of the Plan shall be interpreted accordingly.

     2.  Definitions. As used herein, the following definitions shall apply:

     (a) “Administrator” means the Board or any of its Committees appointed pursuant to Section 4 of the Plan, acting pursuant to Section 4(a) of the Plan at the time in question.

     (b) “Board” means the Board of Directors of the Company.

     (c) “Code” means the Internal Revenue Code of 1986, as amended.

     (d) “Committee” means a committee or committees appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan.

     (e) “Common Stock” means the Class A Common Stock of the Company, provided that if the Company’s certificate of incorporation is amended after the date hereof to reclassify any shares of the Company’s stock, “Common Stock” shall include any shares reclassified as Class A Common Stock or any other class of common stock of the Company.

     (f) “Company” means Affiliated Computer Services, Inc., a Delaware corporation.

     (g) “Consultant” means a member of any advisory board of the Company or any Parent or Subsidiary and any person, including an advisor, who is engaged by the Company or any Parent or Subsidiary to render services and is compensated for such services; provided that the term Consultant shall not include directors who are paid only a director’s fee by the Company, except if such director is a member of any advisory board of the Company or any Parent or Subsidiary.

     (h) “Continuous Status as an Employee” means the absence of any interruption or termination of the employment relationship by the Company or any Subsidiary. Continuous Status as an Employee shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Board, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Subsidiaries or its successor.

     (i) “Deferred Stock” means a grant of Shares to be issued at a deferred date pursuant to Section 15(a) below.

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     (j) “Dividend Equivalent” means a grant of rights described in Section 15(b) below.

     (k) “Employee” means any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company shall not be sufficient to constitute “employment” by the Company.

     (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (m) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

     (i) If the Common Stock is listed on any established stock exchange or a national market system including, without limitation, the New York Stock Exchange (“NYSE”) its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported, as quoted on such system or exchange for the last market trading day prior to the time of determination) as reported in the Wall Street Journal or such other source as the Administrator deems reliable;

     (ii) If the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and low asked prices for the Common Stock; or

     (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator based upon the book value of the Company (or such other valuation method as is deemed appropriate by the Administrator).

     (n) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

     (o) “Non-Employee Director” means a director of the Company who is not an Employee.

     (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

     (q) “Option” means a stock option granted pursuant to the Plan.

     (r) “Optioned Stock” means the Common Stock subject to an Option.

     (s) “Optionee” means an Employee or Consultant who receives an Option.

     (t) “Parent” means, for purposes of issuance of Incentive Stock Options under the Plan, a “parent corporation,” whether now or hereafter existing, as defined in Section 425(e) of the Code.

     (u) “Performance Based Grant” means an Option or Stock Appreciation Right granted to a “covered employee” (as defined in Code Section 162(m)(3)) that the Administrator designates as a “Performance Based Grant.” Provided, that nothing in the Plan shall be construed to prevent the

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issuance of Options or other rights to such “covered employees” that are not Performance Based Grants if the Administrator so elects.

     (v) “Plan” means this 1997 Stock Plan, as amended.

     (w) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 12 of the Plan or a Restricted Stock Grant pursuant to Section 14 of the Plan.

     (x) “Severance Agreement” means a severance agreement or arrangement between the Company and any executive officer of the Company.

     (y) “Share” means a share of the Common Stock, as adjusted in accordance with Section 17 of the Plan.

     (z) “Stock Appreciation Right” means an award of a right to benefit from the appreciation of Common Stock granted pursuant to Section 13 of the Plan.

     (aa) “Subsidiary” means, for purposes of issuance of Incentive Stock Options under the Plan, a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 425(f) of the Code.

     3.  Stock Subject to the Plan. The maximum aggregate number of Shares which may be optioned, sold, granted, or otherwise issued under the Plan shall initially be 3,675,000, which amount may, at the discretion of the Board, be increased from time to time to a number such that the sum of (a) the number of shares of Common Stock covered by then outstanding options granted pursuant to the Company’s 1988 Stock Option Plan and held by current employees and consultants, as defined in such plan, (b) the number of shares of Common Stock covered by their outstanding options granted pursuant to this Plan and held by current Employees, Consultants and Non-Employee Directors, and (c) the number of shares of Common Stock available for issuance pursuant to options to be granted pursuant to this Plan equals 12.8% of the total number of Shares of Common Stock of the Company and shares of any other class of common stock of the Company outstanding from time to time; provided however, subject to adjustment under Section 17 of the Plan, the number of Shares which may be optioned, sold, granted, or otherwise issued under the Plan shall never be less than 3,675,000. The Shares may be authorized, but unissued, or reacquired Common Stock. Notwithstanding the foregoing, subject to adjustment under Section 17 of the Plan, no more than 3,675,000 Shares will be available for the granting of Incentive Stock Options under the Plan.

     If an Option should expire or become unexercisable for any reason without having been exercised in full, or other rights to Shares granted under the Plan should lapse or be forfeited, the unpurchased, unissued or forfeited Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan.

     4.  Administration of the Plan.

     (a) Procedure.

     (i) Administration with Respect to Directors and Officers. With respect to grants of Options, Stock Purchase Rights and other rights and awards hereunder to Employees who are also officers or directors of the Company, the Plan shall be administered by (A) the Board if the Board may administer the Plan in compliance with Rule 16b-3 promulgated under the Exchange Act or any successor thereto (“Rule 16b-3”)

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with respect to a plan intended to qualify thereunder as a discretionary plan, or (B) a Committee designated by the Board to administer the Plan, which Committee shall be constituted in such a manner as to permit the Plan to comply with Rule 16b-3 with respect to a plan intended to qualify thereunder as a discretionary plan. With respect to grants to Non-Employee Directors under the Plan, the Plan shall be administered by the Board in accordance with Rule 16b-3, provided that no Non-Employee Director shall vote on any decision affecting his individual benefits under the Plan. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. Notwithstanding the foregoing, with respect to Performance Based Grants to any “covered employee” (as defined in Code Section 162(m)), the Plan shall be administered by a Committee of the Board comprised solely of two or more outside directors (as defined in Code Section 162(m)(4)(C)). From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as a discretionary plan.

     (ii) Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan may be administered by different bodies with respect to directors, non-director officers and Employees who are neither directors nor officers.

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