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FORM OF STOCK OPTION AGREEMENT (UK GRANT)

Equity Incentive Plan Agreement

FORM OF STOCK OPTION AGREEMENT (UK GRANT) | Document Parties: AFFILIATED COMPUTER SERVICES INC You are currently viewing:
This Equity Incentive Plan Agreement involves

AFFILIATED COMPUTER SERVICES INC

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Title: FORM OF STOCK OPTION AGREEMENT (UK GRANT)
Date: 9/13/2005
Industry: Computer Services     Sector: Technology

FORM OF STOCK OPTION AGREEMENT (UK GRANT), Parties: affiliated computer services inc
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Exhibit 10.18

AFFILIATED COMPUTER SERVICES, INC.

CLASS A COMMON STOCK

NOTICE OF NONSTATUTORY STOCK OPTION GRANT
WITHIN THE UNITED KINGDOM TO

 

      You have been granted an option to purchase Class A Common Stock of Affiliated Computer Services, Inc. (the “Company”) as follows:

 

 

 

 

 

 

 

Option Number

 

 

 

 

 

 

 

 

 

Date of Grant

 

 

 

 

 

 

 

 

 

Number of Shares

 

 

 

 

 

 

 

 

 

Option Price Per Share

 

$

 

 

 

 

 

 

 

Term/Expiration Date

 

Earlier of 10 years from the Date of Grant or 90 days of termination of employment for any reason other than Retirement.

 

 

 

 

 

 

 

Vesting Schedule

 

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.

 

 

 

 

 

 

 

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 Company’s 1997 Stock Incentive Plan and the Stock Option Agreement attached hereto as Exhibit “A” and 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 THE UNITED KINGDOM

     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.

WITNESSETH

     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”).

Affiliated Computer Services, Inc.
U.K. Stock Option Agreement — Page 1 of 6

 


 

     2.  Defined Terms . In this Agreement, the following definitions shall apply.

          (i) “Employer” means, in relation to the Optionee, the Company, or any Parent or Subsidiary, as is or, if the Optionee has ceased to be employed by any such company, was the Optionee’s employer or any other such company or other person as, under any applicable statutory or regulatory enactment, is obliged to account for any Option Tax Liability.

          (ii) “NICs” means National Insurance contributions.

          (iii) “Option Tax Liability” means, in relation to the Optionee, any liability of the Optionee’s Employer to account to the Inland Revenue for any amount of, or representing, income tax or NICs (including employer’s NICs under Section 4 of this Agreement) on any gain realized on exercise, assignment or release of the Option, being a gain that is treated as remuneration derived from the Optionee’s employment by virtue of section 4(4)(a) of the Social Security Contributions and Benefits Act 1992.

          (iv) “Retirement” for purposes of this Agreement only means, in relation to the Optionee, termination of employment at or after the age at which the Optionee is required to retire under the terms of his or her contract of employment or service agreement or, if none, attainment of age 60.

     3.  Optionee’s Tax Indemnity . The Optionee hereby indemnifies his or her Employer against any Option Tax Liability and further agrees that, if any Option Tax Liability arises on any occasion, then unless either:

          (i) the Optionee’s Employer is able to withhold the amount of such Option Tax Liability from payment of his or her remuneration, within the period of 30 days from the date of exercise of the Option; or

          (ii) the Optionee has indicated in writing to his or her Employer, either in the notice of exercise or in any other manner acceptable to the Company, that he or she will make a payment of an amount equal to the Option Tax Liability and does in fact make such payment within 14 days of being notified of such amount;

the Company shall be entitled to sell sufficient of the shares acquired in pursuance of the Option and to procure payment to the Optionee’s Employer out of the net proceeds of sale of such shares monies sufficient to satisfy such Option Tax Liability and shall further be entitled not to issue or transfer or procure the transfer of any shares to the Optionee until the Optionee’s Employer has been fully reimbursed for such Option Tax Liability.

     4.  Payment of Employer’s NICs . The Optionee hereby agrees and undertakes to the Company and to his or her Employer:

          (i) that the Optionee’s Employer may recover from the Optionee the whole or any part of any employer’s NICs payable in respect of any gain realized on exercise, assignment or release of the Option;

Affiliated Computer Services, Inc.
U.K. Stock Option Agreement — Page 2 of 6

 


 

          (ii) that the Optionee will, if and when so requested by the Company before the Option is first exercised, make a joint election with the Optionee’s Employer, in a form satisfactory to the Company and to the Inland Revenue, for any liability of the Optionee’s Employer to employer’s NICs payable in respect of any gain realized on exercise, assignment or release of the Option to be transferred to the Optionee; and

          (iii) that the Secretary or any Assistant Secretary of the Company is hereby appointed as the Optionee’s lawful attorney during the period ending with the first date on which the Option is exercised, for the purpose of executing, in the name of and on behalf of the Optionee, a joint election as referred to in sub-paragraph (ii) above, such power of attorney being given by way of security


 
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