CIBER, INC. NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT

The “Option Price” shall be the fair market value of the Stock on the Effective Date as determined by reference to the closing price of the Stock on the New York Stock Exchange on the last Business Day immediately prior to the Effective Date.

This Agreement evidences an award of the Option exercisable for that number of shares of Stock set forth on the cover sheet and subject to the vesting and other conditions set forth herein and on the cover sheet. This Option is not intended to be an incentive option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.

During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or it may be transferred upon your death by the laws of descent and distribution.

Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.

This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. Subject to the preceding sentence, you may exercise this Option, in whole or in part, to purchase a whole number of not less than 100 vested shares, unless the number of shares purchased is the total number available for purchase under the Option, by following the procedures set forth below in this Agreement.

Your right to purchase shares of Stock under this Option vests according to the schedule set forth on the cover sheet provided that you continue to provide services to the Company or an Affiliate as an employee, officer or director, or a consultant or adviser (“Service”) and your Services do not end as a result of a Separation from Service before the applicable Vesting Date. Your employment agreement with the Company dated June 12, 2014 (the “Employment Agreement”) sets forth the circumstances in which vesting of the Option will be accelerated, either partially or fully.

 “Affiliate” means, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act of 1933, as amended, including, without limitation, any Subsidiary. An entity may not be considered an Affiliate unless the Company holds a “controlling interest” in such entity, where the term “controlling interest” has the same meaning as provided in Treasury Regulation 1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent” is used instead of “at least 80 percent.”

“Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”).

The method for exercising the Option shall be by delivery to the Corporate Secretary of the Company or an agent designated pursuant to “Brokerage Arrangements” below of a notice specifying the number of shares of Stock with respect to which the Option is exercised and payment of the Option Price. Such notice shall be in a form satisfactory to the Company and shall specify the number of shares of Stock with respect to which the Option is being exercised. The exercise of the Option shall be deemed effective upon receipt of such notice by the Corporate Secretary or a designated agent and payment to the Company. The purchase of such Stock shall be deemed to take place at the principal office of the Company upon delivery of such notice, at which time the purchase price of the Stock shall be paid in full by any of the methods or any combination of the methods set forth in “Form of Payment” below. A properly executed certificate or certificates representing the Stock shall be issued by the Company and delivered to you.

If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

The Option Price shall be paid by any of the following methods or any combination of the following methods:

· in cash;

· by cashier’s check payable to the order of the Company;

· if authorized by the Company, in its sole discretion, by delivery to the Company of certificates representing the number of shares of Stock then owned by you, the fair market value of which equals the purchase price of the Stock purchased pursuant to the Option; and provided further that the fair market value of any shares of Stock delivered in payment of the purchase price upon exercise of the Option shall be determined by reference to the closing price of the Stock on the New York Stock Exchange on the last Business Day immediately prior to the exercise date, which shall be the date of delivery of the certificates for the Stock used as payment of the Option Price; or

· if consistent with Section 409A and authorized by the Company, in its sole discretion, any combination of these methods.

In the event of a stock split, reverse stock split, stock dividend or a similar change in the Stock, the number of shares covered by this Option and/or the Option Price per share shall be adjusted proportionately to the extent permitted by and consistent with Section 409A.

In the event of a Change in Control, this award shall be subject to the provisions addressing Change in Control as set forth in the Employment Agreement.

Without limiting the generality of the foregoing, your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. However, unless you subsequently expressly consent in writing to different terms, such definitive agreement, notwithstanding any provision to the contrary in this Agreement or the Employment Agreement, must provide for one of the following: (a) the assumption of this award by the surviving corporation or its parent; (b) the substitution by the surviving corporation or its parent of an award with substantially the same terms as this award; or (c) the cancellation of this award after full vesting and delivery to you of the Stock then subject to the award less the number of shares of Stock equal to the aggregate exercise price of the Option; provided, however, that such Stock shall be considered delivered effective as of the day immediately prior to the transaction so as to enable you to participate in the transaction. In the event the definitive agreement does not provide for one of the foregoing alternatives with respect to the treatment of this award, this award shall have the treatment specified in clause (c) of the preceding sentence. The Board may, in its sole discretion, accelerate the vesting of this award in connection with any of the foregoing alternatives, but only if such acceleration would not cause any of the Stock (or the proceeds thereof) to be subject to Section 409A.

This Agreement and the associated cover sheet constitute the entire understanding between you and the Company regarding this Option. Any agreements, commitments or negotiations concerning this grant are superseded; except that any written employment (including the Employment Agreement), consulting, confidentiality, non-competition and/or severance agreement between you and the Company (or any Affiliate), whether entered into before or after this Agreement’s effective date, shall supersede this Agreement with respect to its subject matter, provided that no such superseding shall result in a failure to comply with the requirements of Section 409A of the Code (“Section 409A”).

The Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Agreement.

By accepting this grant, you give explicit consent to the Company to process any such personal data.

 

Michael Boustridge

September 18, 2014