COMPUTER SCIENCES CORPORATION SEVERANCE PLAN FOR SENIOR MANAGEMENT AND KEY EMPLOYEES And Summary Plan Description as Amended and Restated Effective October 28, 2007
EXHIBIT
10.3
COMPUTER
SCIENCES CORPORATION
SEVERANCE
PLAN FOR SENIOR MANAGEMENT
AND
KEY EMPLOYEES
And
Summary Plan Description
as
Amended and Restated Effective October 28, 2007
This
Severance Plan (the “Plan”) shall become effective with respect to any
particular Designated Employee (as defined below) as of the date a Senior
Management and Key Employee Severance Agreement, incorporating all or any
portion of the terms hereof, is executed between such Designated Employee and
Computer Sciences Corporation (“CSC” and, together with its subsidiaries, the
“Company”). This document is also intended to constitute the Summary Plan
Description for the Plan.
The
Plan
is amended and restated effective as of October 28, 2007, which amendment and
restatement is intended to reflect the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and
other Treasury Department guidance promulgated thereunder, and shall be
interpreted accordingly.
1. Purpose
The
principal purposes of the Plan are to (i) provide an incentive to the Designated
Employees to remain in the employ of the Company, notwithstanding any
uncertainty and job insecurity which may be created by an actual or prospective
Change of Control, (ii) encourage the Designated Employee’s full attention and
dedication to the Company currently and in the event of any actual or
prospective Change of Control, and (iii) provide an incentive for the Designated
Employees to be objective concerning any potential Change of Control and to
fully support any Change of Control transaction approved by the Board of
Directors.
2. Definitions
Certain
terms not otherwise defined in this Plan shall have the meanings set forth
in
this Section 2.
(a) “CA
Control Event” shall mean a Change of Control (as hereinafter defined), as a
consequence of which Computer Associates International, Inc., or any of its
Affiliates or Associates, acquires Control (as such three capitalized terms
are
defined in Rule 405, as presently in effect, promulgated under the Securities
Act of 1933, as amended) of CSC.
(b) Compensation. “Compensation”
shall mean the sum of:
(i) the
Designated Employee’s annual base salary as in effect immediately prior to the
date the Notice of Termination provided for in Section 3(c) of the Plan is
given
or in effect immediately prior to the date of the Change of Control, whichever
is greater, and
(ii) the
average annual “short-term incentive compensation bonus,” as defined below, for
the Designated Employee, whether pursuant to a then existing plan of the Company
or otherwise, (x) over the three most recent fiscal years preceding the
year in which the Date of Termination occurs for which a “short-term incentive
compensation bonus” was paid or deferred or for which the amount of “short-term
incentive compensation bonus,” if any, was finally determined; or (y) for a
Designated Employee employed by the Company for less than the three fiscal
years
to which reference is made in (i), over the most recent complete fiscal year
or
years prior to the Date of Termination during which such Designated Employee
was
employed and for which a “short-term incentive compensation bonus” was paid or
for which the amount of “short-term incentive compensation bonus,” if any, was
finally determined; or (z) for a Designated Employee employed by the Company
for
less than a single complete fiscal year prior to the year in which the Date
of
Termination occurs, the average annual cash “short-term incentive compensation
bonus” shall be based on the target annual bonus for the fiscal year during
which the Date of Termination occurs. Notwithstanding the foregoing,
“short-term incentive compensation bonuses” determined after the Change of
Control are not taken into account in determining the average annual “short-term
incentive compensation bonus” for the Designated Employee unless the inclusion
of all such bonuses increases the average, in which case all such bonuses are
taken into account.
(c) Short-Term
Incentive Compensation Bonus. For purposes of this Plan, a “short-term
incentive compensation bonus” shall mean a lump sum cash amount or other form of
payment, including discount stock options, restricted stock and other payment
in
kind, whether contingent or fixed, and whether or not deferred, determined
on an
annual basis under CSC’s Annual Management Incentive Plan dated April 2, 1983 or
such successor plan or plans as shall be in effect for the whole or partial
fiscal year or years applicable under Section 2(a) of this
Plan. A discount stock option or restricted stock granted in lieu of
a cash bonus shall be deemed to have the same value as such cash
bonus.
(d) Change
of Control. The term “Change of Control” shall have the same
meaning that the term “Change in Control” has in the SERP (as defined in Section
4, below), as such definition may be amended or modified from time to time;
provided, however, that such amendment or modification shall only be effective
for purposes of this Plan if made prior to the Change of Control to which such
amended or modified definition is sought to be applied.
(e) Designated
Employees. “Designated Employees” shall refer to those employees
of CSC and its subsidiaries (the entity directly employing a Designated Employee
shall be referred to herein, with respect to such Designated Employee, as the
“Employer”) who are parties to agreements with CSC substantially in the form of
Exhibit A (with respect to employees in Group A, Group B or Group C) or Exhibit
B (with respect to employees in Group D) attached hereto (with such changes
as
may be approved by the Board of Directors or the Compensation Committee or
other
duly authorized committee thereof), incorporating the terms and provisions
of
this Plan. Each such agreement shall indicate whether the particular
Designated Employee is in one or more of Group A, Group B,
Group C or Group D, or such other Group as may hereafter be duly defined by
amendment of this Plan.
(f) Good
Reason. A Designated Employee’s termination of employment with
the Company shall be deemed for “Good Reason” if it occurs within six months of
any of the following without the Designated Employee’s express written
consent:
(i) A
substantial change in the nature, or diminution in the status, of the Designated
Employee’s duties or position from those in effect immediately prior to the
Change of Control;
(ii) A
reduction by the Company in the Designated Employee’s annual base salary as in
effect on the date of a Change of Control or as in effect thereafter if such
compensation has been increased and such increase was approved prior to the
Change of Control;
(iii) A
reduction by the Company in the overall value of benefits provided to the
Designated Employee, as in effect on the date of a Change of Control or as
in
effect thereafter if such benefits have been increased and such increase was
approved prior to the Change of Control. As used herein, “benefits”
shall include all profit sharing, retirement, pension, health, medical, dental,
disability, insurance, automobile, and similar benefits;
(iv) A
failure to continue in effect any stock option or other equity-based or
non-equity based incentive compensation plan in effect immediately prior to
the
Change of Control, or a reduction in the Designated Employee’s participation in
any such plan, unless the Designated Employee is afforded the opportunity to
participate in an alternative incentive compensation plan of reasonably
equivalent value;
(v) A
failure to provide the Designated Employee the same number of paid vacation
days
per year available to him or her prior to the Change of Control, or any material
reduction or the elimination of any material benefit or perquisite enjoyed
by
the Designated Employee immediately prior to the Change of Control;
(vi) Relocation
of the Designated Employee’s principal place of employment to any place more
than 35 miles from the Designated Employee’s previous principal place of
employment;
(vii) Any
material breach by CSC of any provision of the Plan or of any agreement entered
into pursuant to the Plan or any stock option or restricted stock
agreement;
(viii) Conduct
by the Company, against the Designated Employee’s volition, that would cause the
Designated Employee to commit fraudulent acts or would expose the Designated
Employee to criminal liability; or
(ix) Any
failure by the Company to obtain the assumption of the Plan or any agreement
entered into pursuant to the Plan by any successor or assign of
CSC;
provided
that for purposes of clauses (ii) through (v) above, “Good Reason” shall not
exist (A) if the aggregate value of all salary, benefits, incentive compensation
arrangements, perquisites and other compensation is reasonably equivalent to
the
aggregate value of salary, benefits, incentive compensation arrangements,
perquisites and other compensation as in effect immediately prior to the Change
of Control, or as in effect thereafter if the aggregate value of such items
has
been increased and such increase was approved prior to the Change of Control,
or
(B) if the reduction in aggregate value is due to reduced performance by the
Company, the business unit of the Company for which the Designated Employee
is
responsible, or the Designated Employee, in each case applying standards
reasonably equivalent to those utilized by the Company prior to the Change
of
Control.
(g) Cause. For
purposes of this Plan and any agreements entered into pursuant to the Plan
only,
Cause shall mean:
(i) fraud,
misappropriation, embezzlement or other act of material misconduct against
the
Company or any of its affiliates;
(ii) conviction
of a felony involving a crime of moral turpitude;
(iii) willful
and knowing violation of any rules or regulations of any governmental or
regulatory body material to the business of the Company; or
(iv) substantial
and willful failure to render services in accordance with the terms of this
Agreement (other than as a result of illness, accident or other physical or
mental incapacity), provided that (A) a demand for performance of services
has been delivered to the Designated Employee in writing by or on behalf of
the
board of directors of the Employer at least 60 days prior to termination
identifying the manner in which such board of directors believes that the
Designated Employee has failed to perform and (B) the Designated Employee
has thereafter failed to remedy such failure to perform.
3. Termination
Following Change of Control
(a) Termination
of Employment.
(i) In
the event a Designated Employee in Group A, Group B or Group C, following the
date of a Change of Control, either (A) has a voluntary employment termination
for Good Reason within twenty-four (24) full calendar months following such
Change of Control, (B) has a voluntary termination of employment with or without
Good Reason more than twelve (12) full calendar months after, but within
thirteen (13) full calendar months following, such Change of Control, or (C)
has
an involuntary employment termination for any reason other than for Cause within
thirty-six full calendar months following such Change of Control, such
Designated Employee shall be entitled to receive following such employment
termination such payments and benefits hereunder as such Designated Employee
shall be entitled to receive upon such employment termination in accordance
with
Sections 2(e) and 5 of this Plan.
(ii) In
the event a Designated Employee in Group D, following the date of a CA Control
Event, either (A) has a voluntary employment termination for Good Reason within
twenty-four (24) full calendar months following such CA Control Event or (B)
has
an involuntary employment termination for any reason other than for Cause within
thirty-six full calendar months following such CA Control Event, such Designated
Employee shall be entitled to receive following such employment termination
such
payments and benefits hereunder as such Designated Employee shall be entitled
to
receive upon such employment termination in accordance with Sections 2(e) and
5
of this Plan.
(iii) Notwithstanding
any other provision of this Plan, no payments shall be made under or measured
by
this Plan in the event that the Designated Employee’s employment is terminated
by his Disability or by his death or for Cause.
(b) Disability. If,
as a result of the Designated Employee’s incapacity due to physical or mental
illness, accident or other incapacity (as determined by the board of directors
of the applicable Employer in good faith, after consideration of such medical
opinion and advice as may be available to such board from medical doctors
selected by the Designated Employee or by such board or both separately or
jointly), the Designated Employee shall have been absent from his duties with
the Employer on a full-time basis for six consecutive months and, within 30
days
after written Notice of Termination thereafter given by the Employer, the
Designated Employee shall not have returned to the full-time performance of
the
Designated Employee’s duties, the Employer may, to the extent permitted by
applicable law, terminate the Designated Employee’s employment for
“Disability”.
(c) Notice
of Termination. Any purported termination of the Designated
Employee’s employment by the Designated Employee’s Employer or the Designated
Employee hereunder shall be communicated by a Notice of Termination to the
other
party in accordance with the terms of the agreement entered into pursuant to
the
Plan. For purposes of the Plan and any agreement entered into
pursuant hereto, a “Notice of Termination” shall mean a written notice which
shall indicate those specific termination provisions in the Plan applicable
to
the termination and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for application of the provisions
so
indicated.
(d) Date
of Termination. “Date of Termination” shall mean (i) if the
Designated Employee is terminated by the Employer for Disability, thirty (30)
days after Notice of Termination is given to the Designated Employee (provided
that the Designated Employee shall not have returned to the performance of
the
Designated Employee’s duties on a full-time basis during such thirty (30) day
period) or (ii) if the Designated Employee’s employment is terminated by the
Employer for any other reason or by the Designated Employee, the date on which
a
Notice of Termination is given.
4. Funding
of CSC SERP Obligations Upon Change Of Control
Upon
the
occurrence of a Change of Control, CSC shall fund that portion, if any, of
the
obligations of CSC to each Designated Employee, under any supplemental executive
retirement plan or excess benefit plan (each a “SERP” and collectively, the
“SERPs”) of CSC that may then cover such Designated Employee, that is not then
irrevocably funded by establishing and irrevocably funding a trust for the
benefit of the Designated Employee. Such trust shall be a grantor
trust described in Section 671 of the Code. The trust shall provide
for distribution of amounts to Designated Employee in order to pay taxes, if
any, that become due prior to payment of supplemental pension benefit amounts
pursuant to the trust. The amount of such fund shall equal the then
present value of the supplemental pension obligation due as determined by a
nationally recognized firm qualified to provide actuarial services which has
not
rendered services to CSC during the two years preceding such determination.
The
actuary shall be selected by CSC, subject to approval by the Designated Employee
(which approval shall not unreasonably be withheld), and paid by
CSC. The establishment and funding of such trust shall not affect the
obligation of CSC to provide supplemental pension payments under the terms
of
the applicable SERP.
5. Severance
Compensation upon Termination of Employment
If
the
employment with the Company of a Designated Employee in Group A, Group B or
Group C shall be terminated following a Change of Control as set forth in
Section 3 of the Plan, or the employment with the Company of a Designated
Employee in Group D shall be terminated following a CA Control Event as set
forth in Section 3 of the Plan, then CSC shall cause each Employer to pay and
provide as follows to such Designated Employee:
(a) For
a Designated Employee in Group A or Group B, upon voluntary termination for
Good
Reason within twenty-four (24) full calendar months following a Change of
Control, or upon involuntary employment termination for any reason other than
for Cause within thirty-six (36) full calendar months following such Change
of
Control, the Employer shall:
(i) Pay
to the Designated Employee as severance pay in a lump sum, in cash, on or before
the tenth business day following the Date of Termination, an amount equal to
the
multiple specified on Exhibit C and made applicable to such Designated Employee
by this Plan and such Designated Employee’s agreement hereunder, multiplied by
the Designated Employee’s Compensation; and
(ii) Provide
the Designated Employee, for the number of years calculated for such Designated
Employee pursuant to Section 5(a)(i) of this Plan (or such shorter period
as the Designated Employee may elect) with disability, health, life and
accidental death and dismemberment benefits substantially similar to those
benefits which the Designated Employee is receiving immediately prior to the
Change of Control or, if greater, immediately prior to the Notice of Termination
(followed by the period of COBRA continuation if COBRA benefits are elected
by
the Designated Employee at such Designated Employee’s
expense). Benefits otherwise receivable by the Designated Employee
pursuant to this Section 5(a)(ii) shall be reduced to the extent comparable
benefits are actually received by the Designated Employee during such period
as
the result of his or her employment with another person.
(b) For
a Designated Employee in Group C:
A
Designated Employee in Group C shall receive severance pay under Section 5(a)(i)
and the benefits under Section 5(a)(ii) as shown on Exhibit C in the
circumstance of voluntary termination with or without Good Reason more than
twelve (12) full calendar months after, but within thirteen (13) full calendar
months following, a Change of Control, as such Designated Employee’s exclusive
entitlement to payment and benefits in such circumstance under this
Plan.
(c) For
a Designated Employee in Group D, upon voluntary termination for Good Reason
within twenty-four (24) full calendar months following a CA Control Event,
or
upon involuntary employment termination for any reason other than for Cause
within thirty-six (36) full calendar months following such CA Control Event,
the
Employer shall:
(i) Pay
to the Designated Employee as severance pay in a lump sum, in cash, on or before
the tenth business day following the Date of Termination, an amount equal to
the
multiple specified on Exhibit C and made applicable to such Designated Employee
by this Plan and such Designated Employee’s agreement hereunder, multiplied by
the Designated Employee’s Compensation; and
(ii) Provide
the Designated Employee, for the number of years calculated for such Designated
Employee pursuant to Section 5(c)(i) of this Plan (or such shorter period
as the Designated Employee may elect) with disability, health, life and
accidental death and dismemberment benefits substantially similar to those
benefits which the Designated Employee is receiving immediately prior to the
CA
Control Event or, if greater, immediately prior to the Notice of Termination
(followed by the period of COBRA continuation if COBRA benefits are elected
by
the Designated Employee at such Designated Employee’s
expense). Benefits otherwise receivable by the Designated Employee
pursuant to this Section 5(c)(ii) shall be reduced to the extent comparable
benefits are actually received by the Designated Employee during such period
as
the result of his or her employment with another person.
6. Certain
Further Payments By the Employer
CSC
shall
be obligated to cause each Employer to make certain further payments or
contributions to or for the benefit of the Designated Employees as set forth
in
this Section 6. With respect to a Designated Employee in Group A,
Group B or Group C, such obligations of the Employer shall arise upon a
Change of Control. With respect to a Designated Employee in
Group D, such obligations of the Employer shall arise upon a CA Control
Event.
(a) Tax
Reimbursement Payment. In the event that any amount or benefit
that may be paid, distributed or otherwise provided to the
Designated Employee by the Company or any affiliated company, whether
pursuant to this Plan or otherwise (collectively, the “Covered Payments”), is or
may become subject to the tax imposed under Section 4999 of the Code (the
“Excise Tax”) or any similar tax that may hereafter be imposed, the Employer
shall either pay to the Designated Employee or irrevocably contribute for the
benefit of the Designated Employee to a trust conforming with the requirements
of Section 4 above (and may be part of that trust) established by the
Employer prior to the Change of Control giving rise to the Excise Tax, at the
time specified in Section 6(e) below, the Tax Reimbursement Payment (as
defined below). The Tax Reimbursement Payment is defined as an
amount, which when reduced by any Excise Tax on the Covered Payments and any
Federal, state and local income taxes, employment and excise taxes (including
the Excise Tax) on the Tax Reimbursement Payment (but without reduction for
any
Federal, state or local income or employment taxes on such Covered Payments),
shall be equal to the product of any deductions disallowed for Federal, state
or
local income tax purposes because of the inclusion of the Tax Reimbursement
Payment in Designated Employee’s adjusted gross income and the highest
applicable marginal rate of Federal, state and local income taxation,
respectively, for the calendar year in which the Tax Reimbursement Payment
is to
be made.
(b) Determining
Excise Tax. For purposes of determining whether any of the
Covered Payments shall be subject to the Excise Tax and the amount of such
Excise Tax:
(i) such
Covered Payments shall be treated as “parachute payments” within the meaning of
Section 280G of the Code, and all “parachute payments” in excess of the
“base amount” (as defined under Section 280G(b)(3) of the Code) shall be
treated as subject to the Excise Tax, unless, and except to the extent that,
in
the opinion of the “Accountants” (as defined below), such Covered Payments (in
whole or in part) either do not constitute “parachute payments” or represent
reasonable compensation for services actually rendered (within the meaning
of
Section 280G(b)(4) of the Code) in excess of the “base amount,” or such
“parachute payments” are otherwise not subject to such Excise Tax,
and
(ii) the
value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Accountants in accordance with the principles of
Section 280G of the Code.
For
the
purposes of this Section 6 the “Accountants” shall mean CSC’s independent
certified public accountants serving immediately prior to the Change of
Control. In the event that such Accountants decline to serve as the
Accountants for purposes of this Section 6 or are serving as accountant or
auditor for the individual, entity or group effecting the Change of Control,
the
Designated Employee shall appoint another nationally recognized public
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accountants hereunder). All
fees and expenses of the Accountants in connection with matters relating to
this
Section 6 shall be paid by CSC.
(c) Applicable
Tax Rates and Deductions. For purposes of determining the amount
of the Tax Reimbursement Payment, the Designated Employee shall be
deemed:
(i) to
pay Federal income taxes at the highest applicable marginal rate of Federal
income taxation for the calendar year in which the Tax Reimbursement Payment
is
to be made; and
(ii) to
pay any applicable state and local income taxes at the highest applicable
marginal rate of taxation for the calendar year in which the Tax Reimbursement
Payment is to be made, net of the maximum reduction in Federal income taxes
which could be obtained from the deduction of such state or local taxes if
paid
in such year (determined without regard to limitations on deductions based
upon
the amount of the Designated Employee’s adjusted gross income.)
(d) Subsequent
Events.
(i) In
the event that the Excise Tax is subsequently determined by the Accountants
to
be less than the amount taken into account hereunder in calculating the Tax
Reimbursement Payment made, the Designated Employee shall repay to the Employer,
at the time that the amount of such reduction in the Excise Tax is finally
determined, the portion of such prior Tax Reimbursement Payment that has been
paid to the Designated Employee or to Federal, state or local tax authorities
on
the Designated Employee’s behalf and that would not have been paid if such
Excise Tax had been applied in initially calculating such Tax Reimbursement
Payment, plus interest on the amount of such repayment at the rate provided
in
Section 1274(b)(2)(B) of the Code. Notwithstanding the
foregoing, in the event any portion of the Tax Reimbursement Payment to be
refunded to the Employer has been paid to any Federal, state or local tax
authority, repayment thereof shall not be required until actual refund or credit
of such portion has been made to the Designated Employee, and interest payable
to the Employer shall not exceed interest received or credited to the Designated
Employee by such tax authority for the period it held such portion.
(ii) In
the event that the Excise Tax is later determined by the Accountants to exceed
the amount taken into account hereunder at the time the Tax Reimbursement
Payment is made (including, but not limited to, by reason of any payment the
existence or amount of which cannot be determined at the time of the Tax
Reimbursement Payment), the Employer shall make an additional Tax Reimbursement
Payment in respect of such excess which Tax Reimbursement Payment shall include
any interest or penalty (any such payment in respect of interest or penalty
to
be subject to the gross-up principles set forth in this Section 6) payable
with respect to such excess, at the time that the amount of such excess is
finally determined. For purposes of this Section 6(d)(ii), if a
final determination as to the Excise Tax applicable to a Covered Payment is made
by the Internal Revenue Service, or a court with jurisdiction, such
determination shall be deemed to be determined by the Accountants.
(iii) In
the event it is later determined by the Accountants that Designated Employee
owes additional Federal, state or local income or employment taxes with respect
to any Tax Reimbursement Payment, the Employer shall promptly pay him the
difference between (A) the Tax Reimbursement Payment determined based on
the Federal, state and local income and employment taxes due in respect of
the
Tax Reimbursement Payment as so determined by the Accountants and (B) the
Tax Reimbursement Payment that had been previously paid to him or for his
benefit. For purposes of this Section 6(d)(iii), determination
by the Accountants shall include a final determination by the Internal Revenue
Service, a state or local government or tax agency or a court with
jurisdiction.
(e) Date
of Payment. The portion of the Tax Reimbursement Payment
attributable to a Covered Payment shall be paid to the Designated Employee
or
remitted to the appropriate tax authority or irrevocably contributed for the
benefit of the Designated Employee to a trust as described in
Section 4 above within ten (10) business days following the payment,
distribution or other provision of the Covered Payment. If the amount
of such Tax Reimbursement Payment (or portion thereof) cannot be finally
determined on or before the date on which payment, distribution or provision
is
due, the Employer shall either pay to the Designated Employee or contribute
for
the benefit of the Designated Employee to the trust described in the preceding
sentence, an amount estimated in good faith by the Accountants to be the minimum
amount of such Tax Reimbursement Payment and shall pay the remainder of such
Tax
Reimbursement Payment (which Tax Reimbursement Payment shall include interest
at
the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
amount thereof can be determined, but in no event later than forty-five (45)
calendar days after payment, distribution or other provision of the related
Covered Payment. In the event that the amount of the estimated Tax
Reimbursement Payment exceeds the amount subsequently determined to have been
due, such excess shall be repaid or refunded pursuant to the provisions of
Section 6(d)(i) above.
(f) The
establishment and funding of the trust described in Section 4 above shall
not affect the obligations of CSC to cause the Employer to provide the benefits
subject to this Section 6.
7. Dispute
Resolution; Claims
Procedure; Arbitration
|
(a)
|
Claims
Procedure.
|
(i) Benefits
will be provided to each Designated Employee as specified in this
Plan. If a Designated Employee believes that he has not been provided
with benefits due under the Plan, then the Designated Employee may elect the
arbitration procedure in Section 7(b) of this Plan, or alternatively, the
Designated Employee (who is hereafter referred to as the “Claimant”) has the
right to make a written claim for benefits under the Plan. Written
claims for severance pay benefits shall be governed by the following procedures;
any written claims for health or welfare benefits shall be governed by the
claims procedures of the applicable health or welfare plan. If such a written
claim is made, and the Administrator wholly or partially denies the claim,
the
Administrator shall provide the Claimant with written notice of such denial,
setting forth, in a manner calculated to be understood by the
Claimant:
(A) the
specific reason or reasons for such denial;
(B) specific
reference to pertinent Plan provisions on which the denial is
based;
(C) a
description of any additional material or information necessary for the Claimant
to perfect the claim and an explanation of why such material or information
is
necessary; and
(D) an
explanation of the Plan’s claims review procedure and time limits applicable to
those procedures, including a statement of the Claimant’s right to bring a civil
action under ERISA Section 502(a) if the claim is denied on appeal.
(ii) The
written notice of any claim denial pursuant to Section 7.11(a)(i) shall be
given not later than thirty (30) days after receipt of the claim by the
Administrator, unless the Administrator determines that special circumstances
require an extension of time for processing the claim, in which
event:
(A) written
notice of the extension shall be given by the Administrator to the Claimant
prior to thirty (30) days after receipt of the claim;
(B) the
extension shall not exceed a period of thirty (30) days from the end of the
initial thirty (30) day period for giving notice of a claim denial;
and
(C) the
extension notice shall indicate (1) the special circumstances requiring an
extension of time and (2) the date by which the Administrator expects to render
the benefit determination.
(iii) The
decision of the Administrator shall be final unless the Claimant, within sixty
(60) days after receipt of notice of the claims denial from the Administrator,
submits a written request to the Board of Directors of CSC, or its delegate,
for
an appeal of the denial. During that sixty (60) day period, the
Claimant shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other information
relevant to the claim for benefits. The Claimant shall be
provided the opportunity to submit written comments, documents, records, and
other information relating to the claim for benefits as part of the Claimant’s
appeal. The Claimant may act in these matters individually, or
through his or her authorized representative.
(iv) After
receiving the written appeal, if the Board of Directors of CSC, or its delegate,
shall issue a written decision notifying the Claimant of its decision on review,
not later than thirty (30) days after receipt of the written appeal, unless
the
Board of Directors of CSC or its delegate determines that special circumstances
require an extension of time for reviewing the appeal, in which
event:
(A) written
notice of the extension shall be given by the Board of Directors of CSC or
its
delegate prior to thirty (30) days after receipt of the written
appeal;
(B) the
extension shall not exceed a period of thirty (30) days from the end of the
initial thirty (30) day review period; and
(C) the
extension notice shall indicate (1) the special circumstances requiring an
extension of time and (2) the date by which the Board of Directors of CSC or
its
delegate expects to render the appeal decision.
The
period of time within which a benefit determination on review is required to
be
made shall begin at the time an appeal is received by the Board of Directors
of
CSC or its delegate, without regard to whether all the information necessary
to
make a benefit determination on review accompanies the filing of the
appeal. If the period of time for reviewing the appeal is extended as
permitted above, due to a claimant’s failure to submit information necessary to
decide the claim on appeal, then the period for making the benefit determination
on review shall be tolled from the date on which the notification of the
extension is sent to the claimant until the date on which the claimant responds
to the request for additional information.
(v) In
conducting the review on appeal, the Board of Directors of CSC or its delegate
shall take into account all comments, documents, records, and other information
submitted by the claimant relating to the claim, without regard to whether
such
information was submitted or considered in the initial benefit
determination. If the Board of Directors of CSC or its delegate
upholds the denial, the written notice of decision from the Board of Directors
of CSC or its delegate shall set forth, in a manner calculated to be understood
by the Claimant:
(A) the
specific reason or reasons for the denial;
(B) specific
reference to pertinent Plan provisions on which the denial is
based;
(C) a
statement that the Claimant is entitled to be receive, upon request and free
of
charge, reasonable access to , and copies of, all documents, records and other
information relevant to the claim for benefits; and
(D) a
statement of the Claimant’s right to bring a civil action under XXXXX
502(a).
(vi) If
the Plan or any of its representatives fail to follow any of the above claims
procedures, the Claimant shall be deemed to have duly exhausted the
administrative remedies available under the plan and shall be entitled to pursue
any available remedies under ERISA Section 502(a), including but not limited
to
the filing of an action for immediate declaratory relief regarding benefits
due
under the Plan.
(vii) If
the Board of Directors of CSC or its delegate upholds the denial on review
of a
severance pay claim, or if a health or welfare benefit claim is denied on review
under the applicable health or welfare plan and/or the administrative remedies
thereunder have been exhausted, then the Claimant shall have the right to bring
a civil action under ERISA Section 502(a) or, alternatively, the Claimant may
invoke the arbitration provisions of Section 7(b) of this Plan.
(b) Arbitration
(i) In
the event of any dispute between the parties concerning the validity,
interpretation, enforcement or breach of this Plan or any agreement issued
hereunder or in any way related to any termination of the Designated Employee’s
employment (including any claims involving any officers, managers, directors,
employees, shareholders or agents of the Company) excepting only any rights
the
parties may have to seek injunctive relief, the dispute shall, to the maximum
extent permitted by applicable law, be resolved by final and binding arbitration
administered by JAMS/Endispute in Los Angeles, California in accordance with
the
then existing JAMS/Endispute Arbitration Rules and Procedures for Employment
Disputes. Resolution by arbitration, either in lieu of or after
exhausting the procedures of Section 7(a) of this Plan, shall be at the election
of the Designated Employee with respect to any claim to which Section 7(a)
shall
apply. In the event of such an arbitration proceeding, the parties
shall select a mutually acceptable neutral arbitrator from among the
JAMS/Endispute panel of arbitrators. In the event the parties cannot
agree on an arbitrator, the Administrator of JAMS/Endispute shall appoint an
arbitrator. Neither party nor the arbitrator shall disclose the
existence, content, or results of any arbitration hereunder without the prior
written consent of all parties, except as may be compelled by court
order. Except as provided herein, the Federal Arbitration Act shall
govern the interpretation and enforcement of such arbitration and all
proceedings. The arbitrator shall apply the substantive law (and the
law of remedies, if applicable) of the State of California, or Federal law,
or
both, as applicable and the arbitrator is without jurisdiction to apply any
different substantive law. The arbitrator shall have the authority to
entertain a motion to dismiss and/or a motion for summary judgment by any party
and shall apply the standards governing such motions under the Federal Rules
of
Civil Procedure. The arbitrator shall render an award and a written,
reasoned opinion in support thereof. Judgment upon the award may be
entered in any court having jurisdiction thereof. The parties intend
this arbitration provision to be valid, enforceable, irrevocable and construed
as broadly as possible. Pending the resolution of any dispute between
the parties, CSC shall cause the Employer to continue prompt payment of all
amounts due the Designated Employee under this Agreement and prompt provision
of
all benefits to which the Designated Employee is otherwise
entitled.
(ii) Costs
of arbitration, including reasonable attorney fees and costs and the reasonable
fees and costs of any experts incurred by the Designated Employee, shall be
borne and paid by CSC if the Designated Employee prevails on any portion of
his
claims. Such fees and costs shall be paid by CSC in advance of the
final disposition of such claims, as such fees are incurred, upon receipt of
an
undertaking by the Designated Employee to repay such amounts if it is ultimately
determined that he did not prevail on any portion of his claims. Not
later than the occurrence of a Change of Control, CSC shall deposit not less
than $5 million in a grantor trust, as described in Section 671 of the
Code, which shall provide for distribution of amounts to Designated Employees
in
fulfillment of CSC’s obligations to pay their fees and costs as provided in the
preceding sentence. The funding of such trust shall be maintained at
not less than $5 million by further deposits by CSC as such payments of fees
and
costs are made by the trustee or trustees of the trust. The
arbitrator shall make such interim awards respecting the funding of the trust
and payment of the fees and costs as shall be necessary and appropriate to
assure the prompt, regular interim payment of fees and costs as provided in
this
Section 7(b)(ii). Judgments upon any such interim awards may be
entered in any court having jurisdiction thereof. Such trust by its
terms shall be irrevocable but shall terminate upon the later of (x) the
expiration of three years following a Change of Control or (y) the disposition
of all then pending claims under the Plan by final arbitration award and final
judgment, all time for appeals having expired, in any judicial proceedings
respecting any such claims. Immediately after termination of the
trust, any funds remaining in the trust and accumulated interest thereon shall
revert to CSC.
(iii) Notwithstanding
the foregoing provisions of this Section 7, the Designated Employee and the
Company agree that the Designated Employee or the Company may seek and obtain
otherwise available injunctive relief in Court for any violation of obligations
concerning confidential information or trade secrets that cannot adequately
be
remedied at law or in arbitration.
8. Mitigation
of Damages; Effect of Plan
(a) The
Designated Employee shall not be required to mitigate damages or the amount
of
any payment provided for under the Plan by seeking other employment or
otherwise, nor shall the amount of any payment provided for under the Plan,
including without limitation Section 5 of the Plan, be reduced by any
compensation earned by the Designated Employee as a result of employment by
another employer or by retirement benefits after the Date of Termination, or
otherwise except as expressly provided herein.
(b) Except
as provided in Section 10, the provisions of the Plan, and any payment provided
for hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish the Designated Employee’s existing rights, or rights which would accrue
solely as a result of the passage of time, under any benefit plan, employment
agreement or other contract, plan or arrangement.
9. Term;
Amendments; No Effect On Employment Prior To Change Of
Control
(a) This
Plan shall have an initial term of two years, which shall be automatically
extended by one year beginning on the first anniversary of the date of adoption
of this Plan and on each anniversary thereafter. This Plan with
respect to all Designated Employees or any particular Designated Employee may
be
terminated or amended by the Board of Directors of CSC or by its Compensation
Committee or any other duly authorized Committee thereof; provided that a
termination or any amendment that reduces the benefits to the Designated
Employee provided hereunder or otherwise adversely affects the rights of the
Designated Employee, without the Designated Employee’s prior written consent:
(i) may only be approved after the completion of the initial two year term
and
prior to a Change of Control, and (ii) may not be effected prior to the
provision of 24 months’ advance notice thereof to the Designated
Employee. Termination or amendment of this Plan shall not affect any
obligation of CSC under this Plan which has accrued and is unpaid as of the
effective date of the termination or amendment. Notwithstanding the
foregoing, CSC may change the definition of “Change of Control” as provided in
Section 2(d), above, subject to the limitations therein
stated.
(b) Notwithstanding
anything herein or in any agreement entered into pursuant to the Plan to the
contrary, the Board of Directors of CSC or the Compensation Committee thereof
may amend the Plan (which amendment shall be effective upon its adoption or
at
such other time designated by the Board of Directors or Compensation Committee,
as applicable) at any time prior to a Change in Control as may be necessary,
upon the advice of CSC’s counsel, to avoid the imposition of the additional tax
under Section 409A(a)(1)(B) of the Code; provided, however, that any such
amendment shall be implemented in such a manner as to preserve, to the greatest
extent possible, the terms and conditions of the Plan as in existence
immediately prior to any such amendment.
(c) Nothing
in this Plan or any agreement entered into pursuant to this Plan shall confer
upon the Designated Employee any right to continue in the employ of the Company
prior to (or, subject to the terms of this Plan, following) a Change of Control
or shall interfere with or restrict in any way the rights of the Employer,
which
are hereby expressly reserved except as may otherwise be provided under any
other written agreement between the Designated Employee and the Employer, to
discharge the Designated Employee at any time prior to (or, subject to the
terms
of the Plan, following) the date of a Change of Control for any reason
whatsoever, with or without cause. The Designated Employee and CSC,
on behalf of each Employer, acknowledge that, except as may otherwise be
provided under any other written agreement between the Designated Employee
and
such Employer, the employment of the Designated Employee by the Employer is
“at
will,” and if, prior to a Change Of Control, the Designated Employee’s
employment with the Employer terminates for any reason or for no reason, then
the Designated Employee shall have no further rights under this
Plan.
(d) The
Employer may withhold from any amounts payable under this Plan such Federal,
state, local or other taxes as shall be required to be withheld pursuant to
any
applicable law or regulation.
(e) The
Designated Employee’s or CSC’s failure to insist upon strict compliance with any
provision hereof or the failure to assert any right the Designated Employee
or
CSC may have hereunder, including, without limitation, the right of the
Designated Employee to terminate employment for Good Reason, as defined herein,
shall not be deemed to be a waiver of such provision or right or any other
provision or right under this Plan.
10. Effect
Of Other Agreements
Notwithstanding
anything to the contrary provided in this Plan, (i) any amounts payable to
a
Designated Employee pursuant to Section 5 of the Plan shall be reduced by any
amounts actually paid to such Designated Employee following a termination of
employment either pursuant to applicable law or under any contract between
the
Designated Employee and the Company, in either case that provides for or
requires the payment of compensation or severance benefits following a
termination of employment and (ii) any benefits that may be provided to a
Designated Employee for three years or another period following a termination
of
employment pursuant to Section 5 of the Plan shall be reduced to the extent
that
substantially identical benefits are actually received by the Designated
Employee during such three year or other period under an existing severance
agreement or requirement. It is expressly understood, however, that
no amounts payable hereunder shall be reduced by amounts payable under the
Company’s pension or deferred compensation plans or SERPs (as defined in Section
4, above) or by amounts payable as accrued vacation or because of the
acceleration of the benefits under CSC’s stock option and restricted stock
plans.
11. Effect
Of Section 409A of the Code
Notwithstanding
anything to the contrary in this Plan, if, upon the advice of its counsel,
CSC
determines that any payments or benefits to be provided to a Designated Employee
who is a “specified employee” (as such term is defined under Section 409A of the
Code and the regulations and other Treasury Department guidance promulgated
thereunder (collectively, “Section 409A”)) of an Employer (a “Specified
Employee”) by CSC or the Employer pursuant to Sections 5 or 6 of this Plan are
or may become subject to the additional tax under Section 409A(a)(1)(B) or
any other taxes or penalties imposed under Section 409A (“409A Taxes”) as
applicable at the time such payments and benefits are otherwise required under
this Plan, then:
(a) (i)
such payments shall be delayed until the date that is the earlier of six months
after date of the Specified Employee’s “separation from service” (as such term
is defined under Section 409A) with the Company or the date of the Specified
Employee’s death, or such shorter period that, in the opinion of such counsel,
is sufficient to avoid the imposition of 409A Taxes (the “Payments Delay
Period”), and (ii) such payments shall be increased by an amount equal to
interest on such payments for the Payments Delay Period at a rate equal to
the
120-month rolling average yield to maturity of the index called the “Xxxxxxx
Xxxxx U.S. Corporates, A Rated, 15+ Years Index” as of December 31 of the year
preceding the year in which the Payments Delay Period commences, compounded
annually (the “Interest Rate”);
(b) (i) with
respect to the provision of such benefits, for a period of six months following
date of the Specified Employee’s “separation from service” (as such term is
defined under Section 409A) with the Company, or such shorter period, that,
in
the opinion of such counsel, is sufficient to avoid the imposition of 409A
Taxes
(the “Benefits Delay Period”), the Specified Employee shall be responsible for
the full cost of providing such benefits, and (ii) on the first day following
the Benefits Delay Period, the Employer shall reimburse the Specified Employee
for the costs of providing such benefits imposed on the Specified Employee
during the Benefits Delay Period, plus interest accrued at the Interest Rate;
and
(c) The
applicable Employer shall fund any payments to a Specified Employee that are
to
be delayed as a result of the imposition of a Payment Delay Period (including
the interest to be paid with respect to such delayed payments) and/or any
payments that are expected to be paid to a Specified Employee as a result of
the
imposition of a Benefits Delay Period (including any interest to be paid with
respect thereto) (collectively, the “Delayed Payments”) by establishing and
irrevocably funding a trust for the benefit of the applicable Specified
Employee. Such trust shall be a grantor trust described in Section
671 of the Code and intended not to cause tax to be incurred by the Specified
Employee until amounts are paid out from the trust to the Specified
Employee. The trust shall provide for distribution of amounts to the
Specified Employee in order to pay taxes, if any, that become due on the amounts
as to which payment is being delayed during the Payment Delay Period pursuant
to
this Section 11, but only to the extent permissable under Section 409A of
the Code without the imposition of 409A Taxes. The amount of such
fund shall equal a good faith estimate of the Delayed Payments determined by
the
Company in consultation with the Specified Employee. The
establishment and funding of such trust shall not affect the obligation of
the
applicable Employer to pay the Delayed Payments pursuant to this Section
11.
The
“identification date” (as defined under Section 409A) for purposes of
identifying Specified Employees shall be September 30 of each calendar
year. Individuals identified on any identification date shall be
treated as Specified Employees for the 12-month period beginning on January
1 of
the calendar year following the year of the identification date. In
determining whether an individual is a Specified Employee as of an
identification date, all individuals who are nonresident aliens during the
entire 12-month period ending on such identification date shall be excluded
for
purposes of determining which individuals will be Specified
Employees.
EXHIBIT
A
COMPUTER
SCIENCES CORPORATION
SENIOR
MANAGEMENT AND KEY EMPLOYEE
SEVERANCE
AGREEMENT
This
SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this “Agreement”), dated
as of _______________ is made and entered into by and between Computer Sciences
Corporation, a Nevada corporation (the “Company”), and _____________________
(the “Executive”).
RECITALS
This
Agreement is being entered into in accordance with the Severance Plan attached
hereto as Annex 1 (the “Plan”) in order to set forth the specific severance
compensation which the Company agrees that it will cause the Executive’s
employer, which is or is a subsidiary of the Company (the “Employer”), to pay to
the Executive if the Executive’s employment with the Employer terminates under
certain circumstances described in the Plan.
AGREEMEN T
NOW,
THEREFORE, in consideration of the continued service of the Executive as an
employee of the Company, the mutual covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Agreement
to Provide Plan Benefits. The Plan (as it may hereafter be
amended or modified in accordance with the terms thereof) is hereby incorporated
into this Agreement in full and made a part hereof as though set forth in full
in this Agreement. The Executive is hereby designated a member of
Group(s) ___________ under the Plan and shall be entitled to all of the rights
and benefits applicable to Designated Employees in such Group(s) under the
Plan. The Company agrees to be bound by the Plan and to cause the
Employer to provide to the Executive all of the benefits provided to Designated
Employees who are members of Group(s) __________ under the Plan subject to
the
terms and conditions of the Plan. Terms not otherwise defined in this
Agreement shall have the meanings set forth in the Plan.
2. Heirs
and Successors.
(a) Successors
of the Company. The Company will require any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to
all or substantially all of the business and/or assets of the Company to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession or
assignment had taken place. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession transaction shall
be
a breach of this Agreement and shall entitle the Executive to terminate his
or
her employment with the Employer within six months thereafter for Good Reason
and to receive the benefits provided under the Plan in the event of termination
for Good Reason following a Change of Control. As used in this
Agreement, “Company” shall mean the Company as defined above and any successor
or assign to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 2 or which otherwise becomes bound
by
all the terms and provisions of this Agreement by operation of law.
(b) Heirs
of the Executive. This Agreement shall inure to the benefit of
and be enforceable by the Executive’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devises and
legatees. If the Executive should die after the conditions to payment
of benefits set forth in Section 5 of the Plan have been met and any amounts
are
still payable to him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Executive’s beneficiary, successor, devisee, legatee or other designee or, if
there be no such designee, to the Executive’s estate. Until a
contrary designation is made to the Company, the Executive hereby designates
as
his beneficiary under this Agreement the person whose name appears below his
signature on page 3 of this Agreement.
3. Notice. For
purposes of this Agreement, notices and all other communications provided for
in
the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid (or by similar foreign mail), as follows: if to
the
Company -- Computer Sciences Corporation, 0000 Xxxx Xxxxx Xxxxxx, Xx Xxxxxxx,
Xxxxxxxxxx 00000 Attention: Vice President, General Counsel and Secretary;
and
if to the Executive at the address specified at the end of this
Agreement. Notice may also be given at such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon
receipt.
4. Miscellaneous. No
provisions of this Agreement or the Plan may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed
by
the Executive and the Company, except as provided in Section 9(a) of the
Plan. No waiver by any party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions
at
the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.
5. Validity. The invalidity
or unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which
shall
remain in full force and effect.
6. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original but all of which together will constitute one and
the
same instrument.
7. Gender. In
this Agreement (unless the context requires otherwise), use of any masculine
term shall include the feminine.
8. Rescission. The
Company agrees that this Agreement and the right to receive payments pursuant
to
the Plan and this Agreement may be rescinded at any time by the Executive giving
written notice to such effect to the Company in accordance with Section 3
above.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
COMPUTER
SCIENCES
CORPORATION EXECUTIVE
By:_________________________
(Signature)
(Name)
(Address
for Notice)
(Designated
Beneficiary)
(Address
for Beneficiary)
EXHIBIT
B
COMPUTER
SCIENCES CORPORATION
SENIOR
MANAGEMENT AND KEY EMPLOYEE
SEVERANCE
AGREEMENT
This
SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this “Agreement”), dated
as of _______________ is made and entered into by and between Computer Sciences
Corporation, a Nevada corporation (the “Company”), and _____________________
(the “Executive”).
RECITALS
This
Agreement is being entered into in accordance with the Severance Plan attached
hereto as Annex 1 (the “Plan”) in order to set forth the specific severance
compensation which the Company agrees that it will pay to the Executive if
the
Executive’s employment with the Company terminates under certain circumstances
described in the Plan.
AGREEMEN T
NOW,
THEREFORE, in consideration of the continued service of the Executive as an
employee of the Company, the mutual covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Agreement
to Provide Plan Benefits. The Plan (as it may hereafter be
amended or modified in accordance with the terms thereof) is hereby incorporated
into this Agreement in full and made a part hereof as though set forth in full
in this Agreement. The Executive is hereby designated a member of
Group D under the Plan and shall be entitled to all of the rights and benefits
applicable to employees of the Company in such Group under the
Plan. The Company agrees to be bound by the Plan and to provide to
the Executive all of the benefits provided to employees of the Company who
are
members of Group D under the Plan subject to the terms and conditions of the
Plan. Terms not otherwise defined in this Agreement shall have the
meanings set forth in the Plan.
2. Heirs
and Successors.
(a) Successors
of the Company. The Company will require any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to
all or substantially all of the business and/or assets of the Company to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession or
assignment had taken place. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession transaction shall
be
a breach of this Agreement and shall entitle the Executive to terminate his
or
her employment with the Company within six months thereafter for Good Reason
and
to receive the benefits provided under the Plan in the event of termination
for
Good Reason following a CA Control Event. As used in this Agreement,
“Company” shall mean the Company as defined above and any successor or assign to
its business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 2 or which otherwise becomes bound by
all
the terms and provisions of this Agreement by operation of law.
(b) Heirs
of the Executive. This Agreement shall inure to the benefit of
and be enforceable by the Executive’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devises and
legatees. If the Executive should die after the conditions to payment
of benefits set forth in Section 5 of the Plan have been met and any amounts
are
still payable to him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Executive’s beneficiary, successor, devisee, legatee or other designee or, if
there be no such designee, to the Executive’s estate. Until a
contrary designation is made to the Company, the Executive hereby designates
as
his beneficiary under this Agreement the person whose name appears below his
signature on page 3 of this Agreement.
3. Notice. For
purposes of this Agreement, notices and all other communications provided for
in
the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, as follows: if to the Company -- Computer Sciences
Corporation, 0000 Xxxx Xxxxx Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx 00000 Attention:
Vice President, General Counsel and Secretary; and if to the Designated Employee
at the address specified at the end of this Agreement. Notice may
also be given at such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
4. Miscellaneous. No
provisions of this Agreement or the Plan may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed
by
the Designated Employee and the Company, except as provided in Section 9(a)
of
the Plan. No waiver by any party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions
at
the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.
5. Validity. The invalidity
or unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which
shall
remain in full force and effect.
6. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original but all of which together will constitute one and
the
same instrument.
7. Gender. In
this Agreement (unless the context requires otherwise), use of’ any masculine
term shall include the feminine.
8. Rescission. The
Company agrees that this Agreement and the right to receive payments pursuant
to
the Plan and this Agreement may be rescinded at any time by the Executive giving
written notice to such effect to the Company in accordance with Section 3
above.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
COMPUTER
SCIENCES
CORPORATION EXECUTIVE
By:_________________________
(Signature)
(Name)
(Address
for Notice)
(Designated
Beneficiary)
(Address
for Beneficiary)
EXHIBIT
C
|
Group
|
|||||||
|
A
|
B
|
C
|
D
|
||||
|
Multiple
of compensation under Sections 3 and 5
|
3
|
2
|
3
|
2
|
|||
