AFFILIATED COMPUTER SERVICES,
INC.
CLASS A COMMON STOCK
NOTICE OF STOCK OPTION GRANT
WITHIN CANADA (OTHER THAN QUEBEC) 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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___
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Date of
Grant
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___
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Number of
Shares
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___
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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 after
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,] [20%
as of the date that is one year 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 2007 Equity 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 Stock Option
Agreement and the Company’s 2007 Equity Incentive Plan
attached hereto as Exhibit “A” and Exhibit
“B”, respectively and made a part of this
document.
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AFFILIATED
COMPUTER SERVICES, INC.
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OPTIONEE:
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TAS
PANOS
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[NAME OF
OPTIONEE]
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EXECUTIVE
VICE PRESIDENT & GENERAL COUNSEL
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AFFILIATED COMPUTER SERVICES,
INC.
STOCK OPTION AGREEMENT FOR
CANADA
(Other Than Quebec)
THIS STOCK OPTION
AGREEMENT (this “Agreement”), effective as of the date
of the Award shall, along with the Plan (as hereafter defined),
govern the terms of the Notice of Nonstatutory Stock Option Grant
(“Notice of Grant”) by and between Affiliated Computer
Services, Inc., a Delaware corporation (the “Company”),
and the person (“Optionee”) to whom an option has been
granted as identified in the grant header information set forth
above the Notice of Grant (the information set forth in the grant
header is hereinafter referred to as “Grant
Information”). 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 2007 Equity
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 Non-Employee 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 Grant effective as of the
date of the Award (“Award Date”) as set forth in the
Grant Information, an option (the “Option”) to acquire
a total number of shares of Common Stock (the “Shares”)
and at the exercise price per share set forth in the Grant
Information, such grant to be effective as of the Award Date. The
Shares of Common Stock subject to the Option shall vest in
accordance with the vesting schedule (the “Vesting
Exhibit
“A”
Affiliated Computer Services, Inc.
Stock Option Agreement (Canadian Provinces other than Quebec)
— Page 1 of 7
Schedule”) set forth in the Grant
Information and shall be exercisable in accordance with the
exercise schedule (the “Exercise Schedule”) set forth
in the Grant Information. 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:
(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 11 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 Grant
Information.
(d) The
Option may be exercised only with respect to the vested portion
thereof in accordance with the Grant Information.
(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 payment by the
Optionee and any income tax withholding obligation imposed on the
Company or any Subsidiary and the Optionee’s share of social
insurance, if any (or evidence satisfactory to the Company that
such arrangements have been made to ensure that such amounts will
be reimbursed to the Company or any Subsidiary). An Option shall be
deemed to be exercised when written notice of such exercise has
been received by the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is
exercised (and applicable tax, social insurance, and other
withholding (or evidence of such arrangements described in the
previous sentence)) has been received by the Company. Full payment
may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of
the Plan. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent
of the Company) of the stock certificate (or book entry shares)
evidencing such Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate
(or book entry shares) promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificates (or book
entry shares) are issued, except as provided in Section 14 of
the Plan.
Exhibit
“A”
Affiliated Computer Services, Inc.
Stock Option Agreement (Canadian Provinces other than Quebec)
— Page 2 of 7
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, promissory
note or other Shares. In the event the payment is made in other
Shares, then such other Shares that have a Fair Market Value on the
date of payment equal to the aggregate exercise price of the
Optioned Stock with respect to which the Option is being exercised,
provided, however, that if such Shares (A) were acquired upon
exercise of a compensatory stock option, the Optionee has held such
Shares for more than six months on the date of surrender, or
(B) were not acquired upon exercise of a compensatory stock
option, such Shares were not acquired directly or indirectly from
the Company. No Shares may be issued by the Company until Optionee
makes full payment to the Company of the applicable exercise price
and applicable tax and other withholdings.
4.
Restrictions on Exercise . This Option may no
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