AFFILIATED COMPUTER SERVICES,
INC.
NOTICE OF NONSTATUTORY STOCK
OPTION GRANT TO
You have been
granted an option to purchase Class A Common Stock of
Affiliated Computer Services, Inc. (the “Company”) 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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10 years from the Date of
Grant
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Vesting
Schedule
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[60% as of
the date that is three years after the Date of Grant, and 20%
annually on each anniversary of the Date of Grant thereafter, or
earlier in certain events as expressly provided in the Stock Option
Agreement and 1997 Stock Incentive Plan.]
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OR
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[20%
annually on each anniversary of the Date of Grant, or earlier in
certain events as expressly provided in the Stock Option Agreement
and 1997 Stock Incentive 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 Company’s
1997 Stock Incentive Plan and the Stock Option Agreement attached
hereto as Exhibit “A” and 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. EXECUTIVE VICE PRESIDENT
& GENERAL COUNSEL
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AFFILIATED COMPUTER SERVICES,
INC.
THIS STOCK OPTION
AGREEMENT (this “Agreement”), effective as of the date
of the Notice of Grant (as hereinafter defined) to which it is
attached shall, along with the Plan (as hereafter defined), govern
the terms of the Notice of Grant by and between Affiliated Computer
Services, Inc., a Delaware corporation (the “Company”),
and 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.
WHEREAS, the
Company has adopted the Affiliated Computer Services 1997 Stock
Incentive Plan (the “Plan”), which provides for the
grant of stock options to certain selected Non-Employee Directors,
Employees and consultants 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 stock
options provided for under the Plan are intended to comply with the
requirements of Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”);
and
WHEREAS, the
Company has selected Optionee to participate in the 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 a director, employee or consultant 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 (which Plan is incorporated
herein by reference), and the Notice of Nonstatutory Stock Option
Grant dated as of the date of this Agreement (the “Notice of
Grant”), 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”). If designated an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code.
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:
Affiliated
Computer Services, Inc.
Stock Option Agreement — Page 1 of 4
(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).
(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.
(d) The
Option may be exercised only with respect to the vested portion
thereof in accordance with the Notice of Grant.
(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 th
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