AFFILIATED COMPUTER SERVICES,
INC.
CLASS A COMMON STOCK
NOTICE OF NONSTATUTORY STOCK OPTION GRANT
WITHIN THE FEDERAL REPUBLIC OF GERMANY
TO
[NAME OF OPTIONEE]
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
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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 Company’s
2007 Equity 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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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
FEDERAL REPUBLIC OF GERMANY
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, Inc. 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 United States 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 attached
hereto as Exhibit B and 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”).
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 (Germany)
Page 1 of 7
(a) The
Option may not be exercised for a fraction of a 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), (d), 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.
(e) Upon
the Optionee’s termination of employment for any reason, the
Option may be exercised only (i) with respect to the portion
of the Option that was vested upon the Optionee’s termination
of employment and (ii) for a period of 90 days after the
Optionee’s termination of employment.
(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
or facsimile to the Secretary of the Company. The written notice
shall be accompanied by payment by the Optionee of the exercise
price and by evidence satisfactory to the Company that such
arrangements have been made as the Company may from time to time
reasonably require to ensure that any income tax and social
insurance contributions imposed upon the Optionee and required to
be withheld, deposited, or otherwise accounted for by the Company
(or the company employing the Optionee) will be reimbursed to the
Company or to the company employing the Optionee. The Option shall
be deemed to be exercised upon receipt by the Company of such
written notice accompanied by (i) the exercise price,
(ii) any income tax and social insurance contributions imposed
upon the Optionee and required to be withheld, deposited, or
otherwise accounted for by the Company (or the company employing
the Optionee), if any, or authorization for the Company (or its
broker) to sell Shares to satisfy such duties, and (iii) an
amount sufficient to satisfy Optionee’s social insurance
contributions or authorization for the Company (or its broker) to
sell Shares to satisfy such contributions. No Shares will be issued
pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes, the
Shares shall be considered transferred to Optionee on the date on
which the Option is exercised with respect to such Shares. If the
Option is exercised in full, Optionee shall surrender this
Agreement.
3. Method
of Payment . Payment of the exercise price shall be made in
cash or, as determined by the Company, in accordance with the terms
and conditions of the Plan, including by check, promissory note or
other Shares which (x) in the case of Shares acquired upon
exercise of an Option, either have been owned by Optionee for more
than six months on the date of surrender or were not acquired,
directly or indirectly, from the Company, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which the Option is being
exercised, or in any combination of cash and Shares having an
aggregate Fair Market Value equal to such exercise
Affiliated
Computer Services, Inc.
Stock Option Agreement (Germany)
Page 2 of 7
price. No
Shares may be issued by the Company until Optionee makes full
payment to the Company of (i) the applicable exercise price,
(ii) any income tax and social insurance contributions imposed
upon the Optionee and required to be withheld, deposited, or
otherwise accounted for by the Company (or the company employing
the Optionee), if any, or authorization for the Company (or its
broker) to sell Shares to satisfy such duties, and (iii) an
amount sufficient to satisfy Optionee’s social insurance
contributions or authorization for the Company (or its broker) to
sell Shares to satisfy such contributions. .
4.
Restrictions on Exercise . This Option may not be exercised
if the issuance of Shares upon such exercise or the method of
payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other
law or regulation, including any rule under Part 207 of Title
12 of the Code of Federal Regulations. As a condition to the
exercise of this Option, the Company may require Optionee to make
any representation and warranty to the Company as may be required
by any applicable law or regulation.
5.
Termination of Employment . In the event of termination of
Optionee’s consulting relationship or status as an Employee
with, or status as a Non-Employee Director of, the Company, subject
to Sections 6 and 7 of this Agreement, the Option may be
exercised only as, and within the time periods, provided in the
Plan.
6. Death
of Optionee . In the
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