AFFILIATED COMPUTER SERVICES,
INC.
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:
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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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Earlier of
10 years from the Date of Grant or 90 days of termination
of employment for any reason other than Retirement.
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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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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.
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.
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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