**Exhibit 10.29 (a)**

**INFONET SERVICES CORPORATION**

 

**2003 INCENTIVE AWARD PLAN**

 

**INCENTIVE STOCKOPTION AWARD AGREEMENT**

 

**[OFFICER AND SENIOR EMPLOYEE]**

 

This Incentive Stock Option Award Agreement (this“Agreement”), dated the effective date set forth in the Certificate of Stock Option Grant available from the Citigroup Stock Plan Services website (the “Certificate”), is made between INFONET SERVICES CORPORATION (together withany Subsidiaries, the “Company”) and the individual named in the Certificate (the “Optionee”). The Certificate is included in, and made a part of, this Agreement. All capitalized terms used herein that are not defined hereinshall have the respective meanings given to such terms in the Infonet Services Corporation 2003 Incentive Award Plan (the “Plan”). 

 

WITNESSETH : 

 

1. Grant of Option. Pursuant to the provisions of the Plan, the Company hereby grants to the Optionee, subject to theterms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right and option to purchase from the Company all or any part of an aggregate of the number of Class B, $.01 par value, shares of the Company (the“Stock”) set forth in the Certificate, at a per share purchase price set forth in the Certificate (the “Option”), such Option to be exercisable as hereinafter provided. The Option shall be treated as an Incentive Stock Option.

 

2. Terms and Conditions. It is understood and agreedthat the Option evidenced hereby is subject to the following terms and conditions: 

 

(a) Expiration Date. The Option shall expire on the date set forth in the Certificate. 

 

(b) Exercise of Option. 

 

(i) Subject to the other terms of this Agreement, the Plan or a separate written employment agreement between the Company and the Optionee, the Optionmay be exercised on or after the dates set forth in the Certificate as to the number of shares of Stock set forth in the Certificate, plus any shares of Stock as to which the Option could have been exercised previously, but was not so exercised.

 

(ii) Notwithstanding the foregoing provisions of this Section2(b), upon the occurrence of a Change in Control, the Option shall immediately become exercisable as to the full number of shares covered by the Option. 

 

(iii) Notwithstanding the foregoing provisions of this Section 2(b) upon the Termination of Employment, by reason of Retirement (as defined below), ofthe Optionee, 

the Option shall immediately become exercisable as to the full number of shares covered by the Option, and may be exercised after such termination until thestated expiration date of the Option. 

 

(iv) Any exercise ofall or any part of the Option shall be accompanied by a Cash Letter of Authorization (available from the Citigroup Stock Plan Services website) which is a written notice to the Company specifying the number of shares of Stock as to which the Optionis being exercised. Upon the valid exercise of all or any part of the Option, the number of shares of Stock with respect to which the Option is exercised shall be issued in the name of the Optionee, subject to the other terms and conditions of thisAgreement and the Plan. Notation of any partial exercise shall be made by the Company in its records. 

 

(c) Consideration. At the time of any exercise of the Option, the purchase price of the shares of Stock as to which the Option shall be exercisedshall be paid to the Company (i) in United States dollars by personal check, bank draft or money order; (ii) if permitted by applicable law and approved by the Committee, with Stock, duly endorsed for transfer to the Company, already owned by theOptionee (or by the Optionee and his spouse jointly) for at least six (6) months prior to the tender thereof and not used for another such exercise during such six (6) month period, having a total Fair Market Value on the date of such exercise ofthe Option, equal to such purchase price of such shares of Stock; (iii) if permitted by applicable law, in accordance with a cashless exercise or broker-assisted exercise procedure approved by the Committee permitting the Optionee to authorize abroker or dealer to sell shares of Stock (or a sufficient portion of such shares) that may be acquired upon exercise of the Option and pay to the Company in cash a portion of the sale proceeds equal to such purchase price of the shares of Stock forwhich the Option is so exercised and any taxes required to be paid as a result of such exercise; or (iv) in a combination of the consideration provided for in the foregoing clauses (i) through (iii). 

 

(d) Exercise Upon Death, Disability or Termination of Employment.Subject to the terms of any separate written employment agreement between the Optionee and the Company, the Option shall terminate upon the Termination of Employment, for any reason, of the Optionee and no shares of Stock may thereafter be purchasedunder the Option, except as follows: 

 

(i) In the event of thedeath of the Optionee while an Employee of the Company, the Option, to the extent exercisable in accordance with Section 2(b) hereof at the time of his death, may be exercised after the Optionee’s death by his designated beneficiary, his heir,the legal representative of the Optionee’s estate or the legatee of the Optionee under his last will until the stated expiration date of the Option. 

 

(ii) If the Optionee’s employment with the Company shall terminate by reason of Disability, the Option, to the extent exercisable in accordance withSection 2(b) hereof upon such Termination of Employment, may be exercised after such termination until the stated expiration date of the Option. For purposes of this Agreement, “Disability” shall mean a “permanent and totaldisability” as set forth in Section 22(e)(3) of the Code. 

 

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(iii) If the Optionee’s employment with the Company shall terminate by reason of his Retirement (asdefined below), the Option may be exercised after such Termination of Employment with respect to the full number of shares covered by the Option until the stated expiration date of the Option. 

 

(iv) In the event the Optionee ceases to be an Employee of the Company andthe Optionee’s Termination of Employment is neither by reason of Disability nor Retirement (as defined below), nor for Cause (as defined below or if different, as defined in the written employment agreement between Optionee and the Company),the Option, to the extent exercisable in accordance with Section 2(b) hereof upon such termination, may be exercised after such termination until the earlier to occur of the expiration of three (3) months following such termination and the statedexpiration date of the Option. 

 

(v) If the Optionee diesduring the periods following Termination of Employment specified in paragraphs (ii), (iii) or (iv) of this Section 2(d), , the Option, to the extent the Option would have been exercisable pursuant to such applicable paragraph (ii), (iii) or (iv) asof the date of the Optionee’s death, may be exercised after the Optionee’s death by his designated beneficiary, his heir, the legal representative of his estate or the legatee of the Optionee under his last will until the stated expirationdate of the Option. 

 

(vi) In the event the Optionee ceases tobe an Employee of the Company due to Termination of Employment for Cause (as defined below or if different, as defined in the written employment agreement between Optionee and the Company), or termination under any circumstances not otherwisedescribed in paragraph (i), (ii), (iii) or (iv) of this Section 2(d), the Option shall automatically, without any further action required by the Company, terminate on the date of such termination and shall cease to thereafter be exercisable withrespect to any shares of Stock. 

 

(vii) For purposes of thisAgreement, “*Retirement*” shall mean an Optionee’s Termination of Employment on or after his or her attainment of age 55 and the performance of ten (10) years of credited service to the Company. For purposes of this Agreement(except as otherwise provided herein), “*Cause*” shall mean any commission of acts of dishonesty, disloyalty or acts substantially detrimental to the welfare of the Company, as determined by the Administrator. 

 

(e) Nontransferability. The Option shall not be transferable otherwisethan by will or the laws of descent and distribution, and is exercisable, during the lifetime of the Optionee, only by him; *provided* that the Option may be exercised after the Optionee’s death by the beneficiary most recently named bythe Optionee in a written designation thereof filed by the Optionee with the Company, in accordance with the Plan. 

 

(f) Withholding Taxes. At the time of receipt of Stock upon the exercise of all or any part of the Option, the Optionee shall be required to pay tothe Company in cash (or make other arrangements, in accordance with the Plan, for the satisfaction of) any taxes of any kind required by law to be withheld with respect to such Stock; *provided*, *however*, such tax withholding obligationsmay be met, in whole or in part, pursuant to procedures, if any, approved by the Committee in its discretion and in accordance with applicable law, by (i) the withholding 

 

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by the Company of Stock otherwise deliverable to the Optionee pursuant to the Option with a Fair Market Value on the date of such exercise equal to such taxliability (*provided*, *however*, that the amount of any Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for Federal,state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income) and/or (ii) tendering to the Company Stock, duly endorsed for transfer to the Company, owned by the Optionee (or by the Optionee andhis spouse jointly) and acquired more than six (6) months prior to such tender with a Fair Market Value on the date of such exercise equal to such tax liability. In no event shall Stock be delivered to the Optionee until the Optionee has paid to theCompany in cash, or made arrangements satisfactory to the Company regarding the payment of, the amount of any taxes of any kind required by law to be withheld with respect to the Stock subject to the Option, and the Company shall have the right todeduct any such taxes from any payment of any kind otherwise due to the Optionee. 

 

(g) No Rights as Stockholder. The Optionee shall not become the beneficial owner of the shares of Stock subject to the Option, nor have any rights to dividends or other rights as a shareholder with respect toany such shares, until the Optionee has exercised the Option in accordance with the provisions hereof and of the Plan. 

 

(h) No Right to Continued Employment. The Option shall not confer upon the Optionee any right to be retained in the service of the Company, norrestrict in any way the right of the Company, which right is hereby expressly reserved, to terminate his employment at any time with or without cause, except as otherwise provided in any separate employment contract governed by the laws of anyjurisdiction other than the United States or any State thereof between the Company and the Optionee. 

 

(i) Inconsistency with Plan. Notwithstanding any provision herein to the contrary, the Option provides the Optionee with no greater rights orclaims than are specifically provided for under the Plan. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern. 

 

(j) Compliance with Laws and Regulations. The Option and the obligation of the Company to sell and deliver shares ofStock hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or bodywhich the Board shall, in its sole discretion, determine to be necessary or applicable. Moreover, the Option may not be exercised if its exercise, or the receipt of shares of Stock pursuant thereto, would be contrary to applicable law. 

 

3. Investment Representation. If at the time of exercise of all orpart of the Option the Stock is not registered under the Securities Act and/or there is no current prospectus in effect under the Securities Act with respect to the Stock, the Optionee shall execute, prior to the issuance of any shares of Stock tothe Optionee by the Company, an agreement (in such form as the Committee may specify) in which the Optionee, among other things, represents, warrants and agrees that the Optionee is purchasing or acquiring the shares acquired under this Agreementfor the Optionee’s own account, for investment only and not with a view to the resale or distribution thereof, that the Optionee has knowledge and experience in financial and business matters, that 

 

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the Optionee is capable of evaluating the merits and risks of owning any shares of Stock purchased or acquired under this Agreement, that the Optionee is aperson who is able to bear the economic risk of such ownership and that any subsequent offer for sale or distribution of any of such shares shall be made only pursuant to (i) a registration statement on an appropriate form under the Securities Act,which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, it being understood that to the extent any suchexemption is claimed, the Optionee shall, prior to any offer for sale or sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Committee, from counsel for or approved by the Committee, as to theapplicability of such exemption thereto. 

 

4. Optionee Boundby Plan. The Optionee hereby acknowledges receipt of a copy of the Plan, which is hereby incorporated by reference, and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the grantingof the Option but prior to the complete exercise hereof, subject to Section 11.2 of the Plan as in effect on the date hereof. 

 

5. Special Tax Consequences. The Optionee hereby acknowledges that, to the extent that the aggregate Fair Market Value of stock with respect towhich “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code), including the Option, are exercisable for the first time by the Optionee during any calendar year under thePlan and all other incentive stock option plans of the Company and any parent corporation thereof (within the meaning of Section 424(e) of the Code)) exceeds $100,000, such options shall be treated as Non-Qualified Stock Options to the extentrequired by Section 422 of the Code. The Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rules, the FairMarket Value of stock shall be determined as of the time the option with respect to such stock is granted and incentive stock options granted on or before December 31, 1986 shall not be taken into account in applying such $100,000 limitation.

 

6. Notices. Any notice hereunder shall be in writingand shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered or certified, postage prepaid, or with a reputable overnight courier, postage prepaid, or, if to the Company, sent bytelecopier (with receipt confirmed), and addressed, in the case of the Company, to the Company’s Secretary at Infonet Services Corporation, 2160 East Grand Avenue, El Segundo, California 90245, telecopier number: (310) 335-2679, and, in thecase of the Optionee, to the Optionee’s address as shown in the records of the Company, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.

 

7. Governing Law. The validity, interpretation,construction and performance of this Agreement shall be governed by the laws of the State of California applicable to contracts executed and to be performed entirely within such state, without regard to the conflict of law provisions thereof.

 

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8. Modification. Except as otherwise permitted by the Plan, this Agreement may not be modified oramended, nor may any provision hereof be waived, in any way except in writing signed by the party against whom enforcement thereof is sought. 

 

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