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AFFILIATED COMPUTER SERVICES, INC. CLASS A COMMON STOCK NOTICE OF NONSTATUTORY STOCK OPTION GRANT WITHIN THE FEDERAL REPUBLIC OF GERMANY

Option Agreement

AFFILIATED COMPUTER SERVICES, INC. CLASS A COMMON STOCK NOTICE OF NONSTATUTORY STOCK OPTION GRANT WITHIN THE FEDERAL REPUBLIC OF GERMANY | Document Parties: AFFILIATED COMPUTER SERVICES INC You are currently viewing:
This Option Agreement involves

AFFILIATED COMPUTER SERVICES INC

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Title: AFFILIATED COMPUTER SERVICES, INC. CLASS A COMMON STOCK NOTICE OF NONSTATUTORY STOCK OPTION GRANT WITHIN THE FEDERAL REPUBLIC OF GERMANY
Governing Law: Delaware     Date: 8/28/2008
Industry: Computer Services     Sector: Technology

AFFILIATED COMPUTER SERVICES, INC. CLASS A COMMON STOCK NOTICE OF NONSTATUTORY STOCK OPTION GRANT WITHIN THE FEDERAL REPUBLIC OF GERMANY, Parties: affiliated computer services inc
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Exhibit 10.22

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:

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

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,] [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.

 

 

 

 

 

 

 

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 2007 Equity 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:

 

 

 

 

 

 

 

 

 

 

 

TAS PANOS

 

 

 

 

[NAME OF OPTIONEE]

 

 

 

 

EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL

 

 

 

 

 

 

 


 

EXHIBIT “A”

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.

WITNESSETH

     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

 


 

          (i) Right to Exercise .

               (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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