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EXHIBIT (C)(14)
FORM OF RESTRICTED STOCK AGREEMENT
(A) Form of Restricted Stock Agreements relating to restricted stock granted
by the Company to employees of the Company and its affiliates who are
participants in the SERP:
(i) Restricted Stock granted under the 1990 Stock Incentive Plan:
(a) Form of Restricted Stock Agreement
(ii) Restricted Stock granted under the 1992 Stock Incentive Plan:
(a) Form of Restricted Stock Agreement
(B) Form of Restricted Stock Agreements relating to restricted stock granted
by the Company to employees of the Company and its affiliates who are
not participants in the SERP:
(i) Restricted Stock granted under the 1990 Stock Incentive Plan:
(a) Form of Restricted Stock Agreement
(ii) Restricted Stock granted under the 1992 Stock Incentive Plan:
(a) Form of Restricted Stock Agreement
(C) Form of Amendments of restricted stock which was issued pursuant to the
Agreements listed in Exhibit (c)(14)(A) or (B) and which is held by
employees of the Company and its affiliates who are participants in the
SERP
(a) Form of Amendment dated as of February 2, 1998
(D) Form of Amendments of restricted stock which was issued pursuant to the
Agreements listed in Exhibit (c)(14)(A) or (B) and which is held by
employees of the Company and its affiliates who are not participants in
the SERP
(a) Form of Amendment dated as of February 2, 1998
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EXHIBIT (c)(14)(A)(i)(a)
COMPUTER SCIENCES CORPORATION
1990 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RS NO.
This Restricted Stock Agreement ("Agreement") is made and entered
into as of the _____ day of __________, 19__ (the "Award Date") by and between
Computer Sciences Corporation, a Nevada corporation (the "Company"), and a
full-time employee of the Company and/or one or more of its subsidiaries (the
"Employee").
WHEREAS, the Company's 1990 Stock Incentive Plan (the "Plan") was
adopted by the Board of Directors of the Company on May 7, 1990 and approved by
the shareholders of the Company on August 13, 1990;
WHEREAS, pursuant to the Plan, the Company is authorized to sell
shares of its common stock, par value $1.00 per share (the "Common Stock"), to
any employee of the Company or its subsidiaries upon such terms and conditions
as shall be determined by the committee of the Board of Directors administering
the Plan (the "Committee"); and
WHEREAS, the Company desires to sell shares of Common Stock to the
Employee, and the Employee desires to purchase such shares from the Company,
upon the terms and conditions set forth herein, which terms and conditions have
been approved by the Committee;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Sale of Restricted Shares. The Company hereby sells to the
Employee, and the Employee hereby purchases from the Company, __________ shares
of Common Stock (the "Restricted Shares"), which Restricted Shares are subject
to all of the terms and conditions set forth in this Agreement, including,
without limitation, the restrictions on transfer imposed pursuant to Section 2
hereof. The purchase price for the Restricted Shares is $1.00 per share, and the
Company hereby acknowledges the sufficiency of such purchase price and the
Company's receipt thereof on or prior to the date upon which this Agreement
shall be executed and on or within 60 days following the Award Date.
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2 Certain Restrictions on Transfer.
(a) No Restricted Share shall be sold, exchanged, assigned,
alienated, pledged, hypothecated, gifted or otherwise transferred in any manner
other than pursuant to Section 8 hereof; provided, however, that upon the
expiration of each "Forfeiture Period" indicated below (or the earlier
termination of such Forfeiture Period pursuant to the provisions of this
Agreement), the foregoing restrictions on transfer shall cease to apply to the
percentage of the Restricted Shares subject to such Forfeiture Period:
Percentage of Expiration of
Restricted Shares Forfeiture Period
----------------- -----------------
(b) Notwithstanding the foregoing, if the Employee shall cease to be
a full-time employee of the Company or any of its subsidiaries because of an
approved leave of absence, any Forfeiture Period that would otherwise expire
during such leave of absence shall instead continue until and expire upon the
earlier of (i) the first date thereafter upon which the Employee shall again be
a full-time employee of the Company or any of its subsidiaries, or (ii) two
years after the date upon which such leave of absence shall have commenced.
3. Early Termination of Forfeiture Periods.
(a) Immediately prior to the occurrence of any of the following
events (or, if the Employee shall not be a full-time employee of the Company or
any of its subsidiaries on the date of such event because of an approved leave
of absence, upon the first day thereafter on which the Employee shall again have
become a full-time employee of the Company or any of its subsidiaries), all
applicable Forfeiture Periods shall terminate and no Restricted Share shall
thereafter be subject to the restrictions on transfer imposed pursuant to
Section 2 hereof:
(i) the termination of the Employee's status as a
full-time employee of the Company or any of its subsidiaries for no
reason, or for 2
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any reason, within three years following (A) the dissolution or
liquidation of the Company, (B) a sale of substantially all of the
property and assets of the Company, (C) a reorganization, merger or
consolidation of the Company the consummation of which results in
the outstanding securities of any class then comprising the
Restricted Shares being exchanged for or converted into cash,
property and/or securities not issued by the Company, (D) any date
upon which the directors of the Company who were nominated by the
Board of Directors for election as directors cease to constitute a
majority of the directors of the Company or (E) a change of control
of the Company of the type required to be disclosed in a proxy
statement pursuant to Item 6(e) (or any successor provision) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or (ii)
unless the Committee shall determine otherwise within ten business
days thereafter, the public announcement that any person or entity,
together with all Affiliates and Associates (as such capitalized
terms are defined in Rule 12b-2 promulgated under the Exchange Act)
of such person or entity, has become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 30% or more of the voting
power of the Company, provided, however, that the terms "person" and
"entity," as used in this subsection (ii), shall not include (A) the
Company or any of its subsidiaries, (B) any employee benefit plan of
the Company or any of its subsidiaries, or (C) any entity holding
voting securities of the Company for or pursuant to the terms of any
such plan;
(b) In addition, the Committee, in its sole discretion, may
accelerate the expiration or termination of any Forfeiture Period at any time
and for any reason.
4. Repurchase of Restricted Shares. Notwithstanding anything to the
contrary in this Agreement, if any of the following events shall occur prior to
the expiration or termination of any Forfeiture Period, then, unless
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the Committee shall determine otherwise, the Company shall repurchase all
Restricted Shares subject to such Forfeiture Period at a purchase price of $1.00
per share:
(a) the termination of the Employee's status as a full-time employee
of the Company or any of its subsidiaries for no reason, or for any reason other
than an approved leave of absence; or
(b) the failure of the Employee again to have become a full-time
employee of the Company or any of its subsidiaries within one year following the
date upon which he or she shall have ceased to be a full-time employee of the
Company or any of its subsidiaries because of- an approved leave of -absence.
5. Payment of withholding Taxes.
(a) If the Company becomes obligated to withhold an amount on
account of any federal, state or local tax imposed as a result of the sale of
the Restricted Shares to the Employee pursuant to this Agreement or the
termination of the restrictions imposed upon the Restricted Shares hereunder,
including, without limitation, any federal, state or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax (the date upon
which the Company becomes so obligated shall be referred to herein as the
"Withholding Date,), then the Employee shall pay such amount (the "Withholding
Liability") to the Company on the Withholding Date in cash or by check payable
to the Company.
(b) Notwithstanding subsection (a) above, if the Employee is subject
to Section 16 of the Exchange Act on the Award Date, then the Employee may not
make a Withholding Election unless:
(i) the Company shall have been subject to the reporting
requirements of Section 13(a) of the Exchange Act for at least one
year prior thereto and shall have filed all reports and statements
required to be filed pursuant to such section during such year;
(ii) the Company on a regular basis releases quarterly
and annual summary statements of its sales and earnings (,Financial
Data-) for publication on a wire service, in a financial news
service or in a
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newspaper of general circulation, or Financial Data is otherwise
made publicly available on a regular basis;
(iii) such Withholding Election is made during a period
commencing on the third business day following a date upon which the
Company releases Financial Data and ending on the twelfth business
day following such date; and
(iv) such Withholding Election is not made during the
six-month period commencing on the Award Date, except in the case of
the death or disability of the Employee.
(c) The Committee shall have sole discretion to approve or
disapprove any Withholding Election and may adopt such rules and regulations as
are consistent with and necessary to implement the foregoing. The Committee may
permit the Employee to make a Withholding Election to pay withholding taxes in
excess of the minimum amount required by law, provided that the amount of
withholding taxes so paid does not exceed the estimated total federal, state and
local tax liability of the Employee attributable to such sale or such
termination of restrictions.
6. Escrow.
(a) Until a Forfeiture Period shall expire or terminate, (i) the
record address of the holder of record of the Restricted Shares subject to such
Forfeiture Period shall be c/o the Secretary of the Company at the address of
the Company's principal executive office, (ii) the stock certificate
representing such Restricted shares (together with any cash, property and/or
securities comprising all or any part of such Restricted Shares as provided in
Section 7 hereof) shall be held in escrow in the custody of the Secretary of the
Company, duly endorsed in blank or accompanied by a duly executed stock powers,
and (iii) such stock certificate shall contain the following legend:
"THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT, TRANSFER OR OTHER
DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE IN
RESTRICTED IN ACCORDANCE WITH A CERTAIN RESTRICTED STOCK AGREEMENT
BETWEEN THE NAMED SHAREHOLDER AND THE COMPANY."
(b) From and after the date upon which a Forfeiture Period shall
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expire or terminate, the holder of record of the Restricted Shares subject to
such Forfeiture Period shall be entitled (provided that the Employee shall have
paid the Withholding Liability to the Company pursuant to Section 5 hereof) to
receive the stock certificate representing such Restricted Shares (together with
any cash, property and/or securities comprising all or any part of such
Restricted Shares as provided in Section 7 hereof), which stock certificate
shall not contain the legend set forth in subsection (a)(iii) above.
7. Voting; Dividends; Certain Corporate Transactions. The holder of
record of any Restricted Share shall be entitled to exercise all voting rights
with respect to such share and to receive all regular, quarterly cash dividends
paid with respect thereto. In the event that the outstanding securities of any
class then comprising the Restricted Shares are increased, decreased or
exchanged for or converted into cash, property and/or a different number or kind
of securities, or cash, property and/or securities are distributed in respect of
such outstanding securities, in either case as a result of a reorganization,
merger" consolidation, recapitalization, reclassification, dividend (other than
a regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, then, unless the Committee shall determine otherwise,
the term "Restricted Shares," as used in this Agreement, shall, from and after
the date of such event, include such cash, property and/or securities so
distributed in respect of the Restricted Shares, or into or for which the
Restricted shares are so increased, decreased, exchanged or converted.
8. Permitted Transfers. Notwithstanding anything to the contrary in
this Agreement, the Employee may transfer any or all of the Restricted Shares by
gift or sale (provided that the sale price of such Restricted Shares does not
exceed $1.00 per share) to any of the following:
(a) one or more of the Employee's spouse, the Employee's
son or daughter or a descendant of either, the Employee's father or
mother or an ancestor of either, or the Employee's step-child or
step-parent (each of the persons described in this clause (a) is
referred to herein as a
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"Family Member"); and/or
(b) one or more trusts for the benefit of the Employee
or one or more Family Members;
provided, however, that (x) such transferred Restricted Shares shall continue to
be subject to all of the terms and conditions of this Agreement as if the
Employee continued to hold such shares, and the transferee of such shares shall,
in a duly executed document delivered to the Company and reasonably satisfactory
in form and substance to the Committee, consent thereto and agree to be bound by
all of the terms and conditions of this Agreement as if such transferee were the
Employee, and (y) such transferee shall deliver to the Secretary of the Company
a duly executed stock powers with respect to such transferred Restricted Shares,
which stock powers shall be held in escrow by the Secretary pursuant to Section
6 hereof. In determining whether any person is or is not a Family Member for
purposes of this Section 8, a legally adopted child shall be deemed to be a
child by blood.
9. Plan. The Restricted Shares are being sold hereunder pursuant to
the Plan, as in effect on the Award Date, and are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time; provided,
however, that no such amendment shall deprive the Employee, without his or her
consent, of the Restricted Shares or of any of the Employee's rights under this
Agreement. The interpretation and construction by the Committee of the Plan,
this Agreement and such rules and regulations as may be adopted by the Committee
for the purpose of administering the Plan shall be final and binding upon
Employee. Until the applicable Forfeiture Period with respect to a Restricted
Share shall expire or terminate, the Company shall, upon written request
therefor, send a copy of the Plan, in its then current form, to the holder of
record of such Restricted Share.
10. Employment Rights. No provision of this Agreement shall (a)
confer upon the Employee any right to continue in the employ of the Company or
any of its subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of the Employee, with or without
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cause, or (c) confer upon Employee any right to participate in any employee
welfare or benefit plan or other program of the Company or any of its
subsidiaries other than the Plan. The Employee hereby acknowledges and agrees
that the Company and each of its subsidiaries may terminate the employment of
the Employee at any time and for any reason, or for no reason, unless the
Employee and the Company or such subsidiary are parties to a written employment
agreement that expressly provides otherwise.
11. Successors. This Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns, on the one hand, and
the Employee and his or her heirs, beneficiaries, legatees and personal
representatives, an the other hand.
12. Entire Agreement; Amendments and Waivers. This Agreement
embodies the entire understanding and agreement of the parties with respect to
the subject matter hereof, and no promise, condition, representation or
warranty, express or implied, not stated or incorporated by reference herein,
shall bind either party hereto. None of the terms and conditions of this
Agreement may be A-ended, modified, waived or canceled except by a writing,
signed by the parties hereto specifying such amendment, modification, waiver or
cancellation. A waiver by either party at any time of compliance with any of the
terms and conditions of this Agreement shall not be considered a modification,
cancellation or consent to a future waiver of such terms and conditions or of
any preceding or succeeding breach thereof, unless expressly so stated.
13. Governing Law. This Agreement -shall be governed by and
construed and enforced in accordance with the laws of the state of California
applicable to contracts made and performed entirely within such state.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Award Date.
The foregoing is agreed to: COMPUTER SCIENCES CORPORATION
__________________________ By___________________________
Employee: Name:
SS#: Title:
By___________________________
Name:
Title:
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EXHIBIT (c)(14)(A)(ii)(a)
COMPUTER SCIENCES CORPORATION
1992 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RS No.
This Restricted Stock Agreement ("Agreement") is made and entered
into as of the ____________ day of ___________________, 19__ (the "Award Date")
by and between Computer Sciences Corporation, a Nevada corporation (the
"Company"), and _____________________________, a full-time employee of the
Company and/or one or more of its subsidiaries (the "Employee").
WHEREAS, the Company's 1992 Stock Incentive Plan (the "Plan") was
adopted by the Board of Directors of the Company on June 15, 1992 and approved
by the shareholders of the Company on August 10, 1992;
WHEREAS, pursuant to the Plan, the Company is authorized to sell
shares of its common stock, par value $1.00 per share (the "Common Stock"), to
any employee of the Company or its subsidiaries upon such terms and conditions
as shall be determined by the committee of the Board of Directors administering
the Plan (the "Committee"); and
WHEREAS, the Company desires to sell shares of Common Stock to the
Employee, and the Employee desires to purchase such shares from the Company,
upon the terms and conditions set forth herein, which terms and conditions have
been approved by the Committee;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Sale of Restricted Shares. The Company hereby sells to the
Employee, and the Employee hereby purchases from the Company, _____ ________
shares of Common Stock (the "Restricted Shares"), which Restricted Shares are
subject to all of the terms and conditions set forth in this Agreement,
including, without limitation, the restrictions on transfer imposed pursuant to
Section 2 hereof. The purchase price for the Restricted Shares is $1.00 per
share, and the Company hereby acknowledges the sufficiency of such purchase
price and the Company's receipt thereof on or prior to the date upon which this
Agreement shall be executed and on or within 60 days following the Award Date.
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2. Certain Restrictions on Transfer.
(a) No Restricted Share shall be sold, exchanged, assigned,
alienated, pledged, hypothecated, gifted or otherwise transferred in any manner
other than pursuant to Section 8 hereof; provided, however, that upon the
expiration of each "Forfeiture Period" indicated below (or the earlier
termination of such Forfeiture Period pursuant to the provisions of this
Agreement), the foregoing restrictions on transfer shall cease to apply to the
percentage of the Restricted Shares subject to such Forfeiture Period:
Percentage of Expiration of
Restricted Shares Forfeiture Period
----------------- -----------------
(b) Notwithstanding the foregoing, if the Employee
shall cease to be a full-time employee of the Company or any of its
subsidiaries because of an approved leave of absence, any Forfeiture Period
that would otherwise expire during such leave of absence shall instead continue
until and expire upon the earlier of (i) the first date thereafter upon which
the Employee shall again be a full-time employee of the Company or any of its
subsidiaries, or (ii) two years after the date upon which such leave of absence
shall have commenced.
3. Early Termination of Forfeiture Periods.
(a) Immediately prior to the occurrence of any of the
following events (or, if the Employee shall not be a full-time employee of the
Company or any of its subsidiaries on the date of such event because of an
approved leave of absence, upon the first day thereafter on which the Employee
shall again have become a full-time employee of the Company or any of its
subsidiaries), all applicable Forfeiture Periods shall terminate and no
Restricted Share shall thereafter be subject to the restrictions on transfer
imposed pursuant to Section 2 hereof:
(i) the termination of the Employee's status as a
full-time employee of the Company or any of its subsidiaries for no
reason, or for any reason, within three years following (A) the
dissolution or liquidation of the Company, (B) a sale of
substantially all of the property and assets of the Company, (C) a
reorganization, merger or consolidation of the Company
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the consummation of which results in the outstanding securities of
any class then comprising the Restricted Shares being exchanged for
or converted into cash, property and/or securities not issued by the
Company, (D) any date upon which the directors of the Company who
were nominated by the Board of Directors for election as directors
cease to constitute a majority of the directors of the Company or
(E) a change of control of the Company of the type required to be
disclosed in a proxy statement pursuant to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); or
(ii) unless the Committee shall determine otherwise
within ten business days thereafter, the public announcement that
any person or entity, together with all Affiliates and Associates
(as such capitalized terms are defined in Rule 12b-2 promulgated
under the Exchange Act) of such person or entity, has become the
Beneficial Owner (as defined in Rule 13d-3 promulgated under the
Exchange Act) of voting securities of the Company representing 30%
or more of the voting power of the Company, provided, however, that
the terms "person" and "entity," as used in this subsection (ii),
shall not include (A) the Company or any of its subsidiaries, (B)
any employee benefit plan of the Company or any of its subsidiaries,
or (C) any entity holding voting securities of the Company for or
pursuant to the terms of any such plan;
(b) In addition, the Committee, in its sole discretion,
may accelerate the expiration or termination of any Forfeiture Period at any
time and for any reason.
4. Repurchase of Restricted Shares. Notwithstanding
anything to the contrary in this Agreement, if any of the following events
shall occur prior to the expiration or termination of any Forfeiture Period,
then, unless the Committee shall determine otherwise, the Company shall
repurchase all Restricted Shares subject to such Forfeiture Period at a
purchase price of $1.00 per share:
(a) the termination of the Employee's status as a
full-time employee of the Company or any of its subsidiaries for no reason, or
for any reason other than an approved leave of absence; or
(b) the failure of the Employee again to have become
a full-time
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employee of the Company or any of its subsidiaries within one year following
the date upon which he or she shall have ceased to be a full-time employee of
the Company or any of its subsidiaries because of an approved leave of absence.
5. Payment of Withholding Taxes.
(a) If the Company becomes obligated to withhold an
amount on account of any federal, state or local tax imposed as a result of the
sale of the Restricted Shares to the Employee pursuant to this Agreement or the
termination of the restrictions imposed upon the Restricted Shares hereunder,
including, without limitation, any federal, state or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax (the date upon
which the Company becomes so obligated shall be referred to herein as the
"Withholding Date"), then the Employee shall pay such amount (the "Withholding
Liability") to the Company on the Withholding Date in cash or by check payable
to the Company; provided, however, that, in the discretion of the Committee,
the Employee may, pursuant to an irrevocable election of the Employee (a
"Withholding Election") made on or prior to the Withholding Date, instead pay
all or any part of the Withholding Liability by the delivery to the Company of
a stock certificate or certificates representing shares of Common Stock, duly
endorsed or accompanied by a duly executed stock powers, which delivery
effectively transfers to the Company good and valid title to such shares, free
and clear of any pledge, commitment, lien, claim or other encumbrance (such
shares to be valued on the basis of the aggregate Fair Market Value (as defined
in the Plan) thereof on the Withholding Date), provided that the Company is not
then prohibited from purchasing or acquiring such shares of Common Stock.
(b) Notwithstanding subsection (a) above, if the
Employee is subject to Section 16 of the Exchange Act on the Award Date, then
the Employee may not make a Withholding Election unless:
(i) (A) the Company shall have been subject to the
reporting requirements of Section 13(a) of the Exchange Act for at
least one year prior thereto and shall have filed all reports and
statements required to be filed pursuant to such section during such
year, (B) the Company on a regular basis releases quarterly and
annual summary statements of its sales and earnings ("Financial
Data") for publication on a wire service, in a
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financial news service or in a newspaper of general circulation, or
Financial Data is otherwise made publicly available on a regular
basis, and (C) such Withholding Election is made during a period
commencing on the third business day following a date upon which the
Company releases Financial Data and ending on the twelfth business
day following such date; or
(ii) such Withholding Election is made at least six months prior to
the Withholding Date,.
(c) The Committee shall have sole discretion to
approve or disapprove any Withholding Election and may adopt such rules and
regulations as are consistent with and necessary to implement the foregoing.
6. Escrow.
(a) Until a Forfeiture Period shall expire or
terminate, (i) the record address of the holder of record of the Restricted
Shares subject to such Forfeiture Period shall be c/o the Secretary of the
Company at the address of the Company's principal executive office, (ii) the
stock certificate representing such Restricted Shares (together with any cash,
property and/or securities comprising all or any part of such Restricted Shares
as provided in Section 7 hereof) shall be held in escrow in the custody of the
Secretary of the Company, duly endorsed in blank or accompanied by a duly
executed stock powers, and (iii) such stock certificate shall contain the
following legend:
"The sale, pledge, hypothecation, assignment, transfer or
other disposition of the shares evidenced by this
certificate is restricted in accordance with a certain
Restricted Stock Agreement dated as of (Award Date to be
inserted) by and between the named shareholder and the
Company."
(b) From and after the date upon which a Forfeiture Period
shall expire or terminate, the holder of record of the Restricted Shares
subject to such Forfeiture Period shall be entitled (provided that the Employee
shall have paid the Withholding Liability to the Company pursuant to Section 5
hereof) to receive the stock certificate representing such Restricted Shares
(together with any cash, property and/or securities comprising all or any part
of such Restricted Shares as provided in Section 7 hereof), which stock
certificate shall not contain the legend set forth in subsection (a)(iii)
above.
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7. Voting; Dividends; Certain Corporate Transactions. The
holder of record of any Restricted Share shall be entitled to exercise all
voting rights with respect to such share and to receive all regular, quarterly
cash dividends paid with respect thereto. In the event that the outstanding
securities of any class then comprising the Restricted Shares are increased,
decreased or exchanged for or converted into cash, property and/or a different
number or kind of securities, or cash, property and/or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, then, unless
the Committee shall determine otherwise, the term "Restricted Shares," as used
in this Agreement, shall, from and after the date of such event, include such
cash, property and/or securities so distributed in respect of the Restricted
Shares, or into or for which the Restricted Shares are so increased, decreased,
exchanged or converted.
8. Permitted Transfers. Notwithstanding anything to the
contrary in this Agreement, at any time following the expiration of six months
after the Award Date the Employee may transfer any or all of the Restricted
Shares to any person or entity ; provided, however, that (a) such transferred
Restricted Shares shall continue to be subject to all of the terms and
conditions of this Agreement as if the Employee continued to hold such shares,
and the transferee of such shares shall, in a duly executed document delivered
to the Company and reasonably satisfactory in form and substance to the
Committee, consent thereto and agree to be bound by all of the terms and
conditions of this Agreement as if such transferee were the Employee, and (b)
such transferee shall deliver to the Secretary of the Company a duly executed
stock powers with respect to such transferred Restricted Shares, which stock
powers shall be held in escrow by the Secretary pursuant to Section 6 hereof.
9. Plan. The Restricted Shares are being sold hereunder
pursuant to the Plan, as in effect on the Award Date, and are subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time; provided, however, that no such amendment shall deprive the Employee,
without his or her consent, of the Restricted Shares or of any of the
Employee's rights under this
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Agreement. The interpretation and construction by the Committee of the Plan,
this Agreement and such rules and regulations as may be adopted by the
Committee for the purpose of administering the Plan shall be final and binding
upon Employee. Until the applicable Forfeiture Period with respect to a
Restricted Share shall expire or terminate, the Company shall, upon written
request therefor, send a copy of the Plan, in its then current form, to the
holder of record of such Restricted Share.
10. Employment Rights. No provision of this Agreement shall
(a) confer upon the Employee any right to continue in the employ of the Company
or any of its subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of the Employee, with or without
cause, or (c) confer upon Employee any right to participate in any employee
welfare or benefit plan or other program of the Company or any of its
subsidiaries other than the Plan. THE EMPLOYEE HEREBY ACKNOWLEDGES AND AGREES
THAT THE COMPANY AND EACH OF ITS SUBSIDIARIES MAY TERMINATE THE EMPLOYMENT OF
THE EMPLOYEE AT ANY TIME AND FOR ANY REASON, OR FOR NO REASON, UNLESS THE
EMPLOYEE AND THE COMPANY OR SUCH SUBSIDIARY ARE PARTIES TO A WRITTEN EMPLOYMENT
AGREEMENT THAT EXPRESSLY PROVIDES OTHERWISE.
11. Successors. This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and assigns, on the one
hand, and the Employee and his or her heirs, beneficiaries, legatees and
personal representatives, on the other hand.
12. Entire Agreement; Amendments and Waivers. This Agreement
embodies the entire understanding and agreement of the parties with respect to
the subject matter hereof, and no promise, condition, representation or
warranty, express or implied, not stated or incorporated by reference herein,
shall bind either party hereto. None of the terms and conditions of this
Agreement may be amended, modified, waived or cancelled except by a writing,
signed by the parties hereto specifying such amendment, modification, waiver or
cancellation. A waiver by either party at any time of compliance with any of
the terms and conditions of this Agreement shall not be considered a
modification, cancellation or consent to a future waiver of such terms and
conditions or of any preceding or succeeding breach thereof, unless expressly
so stated.
7
18
13. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
applicable to contracts made and performed entirely within such state.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the Award Date.
The foregoing is agreed to: COMPUTER SCIENCES CORPORATION
________________________________ By______________________________
Employee: Name:
Title:
SS#:
Grant Date: By______________________________
Name:
Xxxxx Xxxxx: Title:
Chief Financial Officer
Options Granted:
8
19
EXHIBIT (C)(14)(B)(i)(a)
COMPUTER SCIENCES CORPORATION
1990 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RS NO.
This Restricted Stock Agreement ('Agreement') is made and entered into
as of the_____________ day of,____________ 19___ (the 'Award Date') by and
between Computer Sciences Corporation, a Nevada corporation (the "Company'), and
_____________, a full-time employee of the Company and/or one or more of its
subsidiaries (the "Employee").
WHEREAS, the Company's 1990 Stock Incentive Plan (the "Plan") was
adopted by the Board of Directors of the Company on May 7, 1990 and approved by
the shareholders of the Company on August 13, 1990;
WHEREAS, pursuant to the Plan, the Company is authorized to sell shares
of its common stock, par value $1.00 per share (the "Common Stock"), to any
employee of the Company or its subsidiaries upon such terms and conditions as
shall be determined by the committee of the Board of Directors administering the
Plan (the "Committee"); and
WHEREAS, the Company desires to sell shares of Common Stock to the
Employee, and the Employee desires to purchase such shares from the Company,
upon the terms and conditions set forth herein, which terms and conditions have
been approved by the Committee;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Sale of Restricted Shares. The Company hereby sells to the Employee,
and the Employee hereby purchases from the Company, _____________ shares of
Common Stock (the "Restricted Shares"), which Restricted Shares are subject to
all of the terms and conditions set forth in this Agreement, including, without
limitation, the restrictions on transfer imposed pursuant to Section 2 hereof.
The purchase price for the Restricted Shares is $1.00 per share, and the Company
hereby acknowledges the sufficiency of such purchase price and the Company's
receipt thereof on or prior to the date upon which this Agreement shall be
executed and on or within 60 days following the Award Date.
20
2. Certain Restrictions on Transfer.
(a) No Restricted Share shall be sold, exchanged, assigned, alienated,
pledged, hypothecated, gifted or otherwise transferred in any manner other than
pursuant to Section 8 hereof; provided, however, that upon the expiration of
each "Forfeiture Period" indicated below (or the earlier termination of such
Forfeiture Period pursuant to the provisions of this Agreement), the foregoing
restrictions on transfer shall cease to apply to the percentage of the
Restricted Shares subject to such Forfeiture Period:
Percentage of Expiration of
Restricted Shares Forfeiture Period
----------------- -----------------
(b) Notwithstanding the foregoing, if the Employee shall cease to be a
full-time employee of the Company or any of its subsidiaries because of an
approved leave of absence, any Forfeiture Period that would otherwise expire
during such leave of absence shall instead continue until and expire upon the
earlier of (i) the first date thereafter upon which the Employee shall again be
a full-time employee of the Company or any of its subsidiaries, or (ii) two
years after the date upon which such leave of absence shall have commenced.
3. Early Termination of Forfeiture Periods.
(a) Immediately prior to the occurrence of any of the following events,
all applicable Forfeiture Periods shall terminate and no Restricted Share shall
thereafter be subject to the restrictions on transfer imposed pursuant to
Section 2 hereof:
(i) unless the Committee shall determine otherwise within ten
business days thereafter, the public announcement that any person or
entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") of
such person or entity, has become the Beneficial owner (as defined in
Rule 13d-3 promulgated under
2
21
the Exchange Act) of voting securities of the Company representing 30%
or more of the voting power of the Company, provided, however, that the
terms "Person" and "entity," as used in this subsection (i), shall not
include (A) the Company or any of its subsidiaries, (B) any employee
benefit plan of the Company or any of its subsidiaries, or (C) any
entity holding voting securities of the Company for or pursuant to the
terms of any such plan;
(ii) any date upon which the directors of the Company who were
nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company, unless, prior to
such date, the Board of Directors shall determine otherwise; or
(iii) a change of control of the Company of the type required
to be disclosed in a proxy statement pursuant to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act, unless, prior to such change of control, the
Board of Directors shall determine otherwise.
(b) Unless the Committee shall determine otherwise, including, without
limitation, a determination to repurchase any such Restricted Shares pursuant to
Section 4(c) hereof, all applicable Forfeiture Periods shall terminate and no
Restricted Shares shall thereafter be subject to the restrictions on transfer
imposed pursuant to Section 2 hereof upon the occurrence of any of the following
events:
(i) the dissolution or liquidation of the Company;
(ii) a sale of substantially all of the property and assets of
the Company; or
(iii) a reorganization, merger or consolidation of the Company
that results in the outstanding securities of any class then comprising
the Restricted Shares being exchanged for or converted into cash,
property and/or securities not issued by the Company.
(c) In the event that the Employee shall not be a full-time employee of
the Company or any of its subsidiaries on the date of any of the
3
22
events specified in Section 3(a) or (b) hereof because of an approved leave of
absence, such subsections shall become applicable to the Employee on the first
date thereafter upon which the Employee shall again have become a full-time
employee of the Company or any of its subsidiaries, provided that such day
occurs within one year following the date upon which he or she shall have ceased
to be such a full-time employee.
(d) In addition, the Committee, in its sole discretion, may accelerate
the expiration or termination of any Forfeiture Period at any time and for any
reason.
4. Repurchase of Restricted Shares. If any of the following events
shall occur prior to the expiration or termination of any Forfeiture Period,
then, unless the Committee shall determine otherwise, the Company shall
repurchase all Restricted Shares subject to such Forfeiture Period at a purchase
price of $1.00 per share:
(a) the termination of the Employee's status as a full-time employee of
the Company or any of its subsidiaries for no reason, or for any reason other
than an approved leave of absence;
(b) the failure of the Employee again to have become a full-time
employee of the Company or any of its subsidiaries within one year following the
date upon which he or she shall have ceased to be a full-time employee of the
Company or any of its subsidiaries because of an approved leave of absence; or
(c) the consummation of any of the following events (unless such event
shall, pursuant to Section 3(b) hereof, cause such Forfeiture Period to
terminate and such Restricted Shares to cease to be subject to the restrictions
on transfer imposed pursuant to Section 2 hereof): (i) the dissolution or
liquidation of the Company, (ii) a sale of substantially all of the property and
assets of the Company or (iii) a reorganization, merger or consolidation of the
Company that results in the outstanding securities of any class then comprising
the Restricted Shares being exchanged for or converted into cash, property
and/or securities not issued by the Company.
4
23
5. Payment of Withholding Taxes.
(a) If the Company becomes obligated to withhold an amount on account
of any federal, state or local tax imposed as a result of the sale of the
Restricted Shares to the Employee pursuant to this Agreement or the termination
of the restrictions imposed upon the Restricted Shares hereunder, including,
without limitation, any federal, state or other income tax, or any F.I.C.A.,
state disability insurance tax or other employment tax (the date upon which the
Company becomes so obligated shall be referred to herein as the "Withholding
Date"), then the Employee shall pay such amount (the "Withholding Liability") to
the Company on the Withholding Date in cash or by check payable to the Company;
provided, however, that, in the discretion of the Committee, the Employee may,
pursuant to an irrevocable election of the Employee (a "Withholding Election")
made on or prior to the Withholding Date, instead pay all or any part of the
Withholding Liability by the delivery to the Company of a stock certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance [such shares to be valued on the
basis of the aggregate Fair Market Value (as defined in the Plan) thereof on the
Withholding Date], provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock.
(b) Notwithstanding subsection (a) above, if the Employee is subject to
Section 16 of the Exchange Act on the Award Date, then the Employee may not make
a Withholding Election unless:
(i) the Company shall have been subject to the reporting
requirements of Section 13(a) of the Exchange Act for at least one year
prior thereto and shall have filed all reports and statements required
to be filed pursuant to such section during such year;
(ii) the Company on a regular basis releases quarterly and
annual summary statements of its sales and earnings ("Financial Data")
for publication on a wire service, in a financial news service or in a
5
24
newspaper of general circulation, or Financial Data is otherwise made
publicly available on a regular basis;
(iii) such Withholding Election is made during a period
commencing on the third business day following a date upon which the
Company releases Financial Data and ending on the twelfth business day
following such date; and
(iv) such Withholding Election is not made during the
six-month period commencing on the Award Date, except in the case of
the death or disability of the Employee.
(c) The Committee shall have sole discretion to approve or disapprove
any Withholding Election and may adopt such rules and regulations as are
consistent with and necessary to implement the foregoing. The Committee may
permit the Employee to make a Withholding Election to pay withholding taxes in
excess of the minimum amount required by law, provided that the amount of
withholding taxes so paid does not exceed the estimated total federal, state and
local tax liability of the Employee attributable to such sale or such
termination of restrictions.
6. Escrow.
(a) Until a Forfeiture Period shall expire or terminate, (i) the record
address of the holder of record of the Restricted Shares subject to such
Forfeiture Period shall be c/o the Secretary of the Company at the address of
the Company's principal executive office, (ii) the stock certificate
representing such Restricted Shares (together with any cash, property and/or
securities comprising all or any part of such Restricted Shares as provided in
Section 7 hereof) shall be held in escrow in the custody of the Secretary of the
Company, duly endorsed in blank or accompanied by a duly executed stock powers,
and (iii) such stock certificate shall contain the following legend:
"The sale, pledge, hypothecation, assignment, transfer or other
disposition of the shares evidenced by this certificate is restricted
in accordance with a certain Restricted Stock Agreement between the
named shareholder and the Company."
(b) From and after the date upon which a Forfeiture Period shall
6
25
expire or terminate, the holder of record of the Restricted Shares subject to
such Forfeiture Period shall be entitled (provided that the Employee shall have
paid the Withholding Liability to the Company pursuant to Section 5 hereof) to
receive the stock certificate representing such Restricted Shares (together with
any cash, property and/or securities comprising all or any part of such
Restricted Shares as provided in Section 7 hereof), which stock certificate
shall not contain the legend set forth in subsection (a)(iii) above.
7. Voting; Dividends; Certain Corporate Transactions. The holder of
record of any Restricted Share shall be entitled to exercise all voting rights
with respect to such share and to receive all regular, quarterly cash dividends
paid with respect thereto. In the event that the outstanding securities of any
class then comprising the Restricted Shares are increased, decreased or
exchanged for or converted into cash, property and/or a different number or kind
of securities, or cash, property and/or securities are distributed in respect of
such outstanding securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, reclassification, dividend (other than
a regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, then, unless the Committee shall determine otherwise,
the term "Restricted Shares," as used in this Agreement, shall, from and after
the date of such event, include such cash, property and/or securities so
distributed in respect of the Restricted Shares, or into or for which the
Restricted Shares are so increased, decreased, exchanged or converted.
8. Permitted Transfers. Notwithstanding anything to the contrary in
this Agreement, the Employee may transfer any or all of the Restricted Shares by
gift or sale (provided that the sale price of such Restricted Shares does not
exceed $1.00 per share) to any of the following:
(a) one or more of the Employee's spouse, the Employee's son
or daughter or a descendant of either, the Employee's father or mother
or an ancestor of either, or the Employee's step-child or step-parent
(each of the persons described in this clause (a) is referred to herein
as a
7
26
"Family Member"); and/or
(b) one or more trusts for the benefit of the Employee or one
or more Family Members; provided, however, that (x) such transferred
Restricted Shares shall continue to be subject to all of the terms and
conditions of this Agreement as if the Employee continued to hold such
shares, and the transferee of such shares shall, in a duly executed
document delivered to the Company and reasonably satisfactory in form
and substance to the Committee, consent thereto and agree to be bound
by all of the terms and conditions of this Agreement as if such
transferee were the Employee, and (y) such transferee shall deliver to
the Secretary of the Company a duly executed stock powers with respect
to such transferred Restricted Shares, which stock powers shall be held
in escrow by the Secretary pursuant to Section 6 hereof. In determining
whether any person is or is not a Family Member for purposes of this
Section 8, a legally adopted child shall be deemed to be a child by
blood.
9. Plan. The Restricted Shares are being sold hereunder pursuant to the
Plan, as in effect on the Award Date, and are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time; provided,
however, that no such amendment shall deprive the Employee, without his or her
consent, of the Restricted Shares or of any of the Employee's rights under this
Agreement. The interpretation and construction by the Committee of the Plan,
this Agreement and such rules and regulations as may be adopted by the Committee
for the purpose of administering the Plan shall be final and binding upon
Employee. Until the applicable Forfeiture Period with respect to a Restricted
Share shall expire or terminate, the Company shall, upon written request
therefor, send a copy of the Plan, in its then current form, to the holder of
record of such Restricted Share.
10. Employment Rights. No provision of this Agreement shall (a) confer
upon the Employee any right to continue in the employ of the Company or any of
its subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of the Employee, with or without
8
27
cause, or (c) confer upon Employee any right to participate in any employee
welfare or benefit plan or other program of the Company or any of its
subsidiaries other than the Plan. The Employee hereby acknowledges and agrees
that the Company and each of its subsidiaries may terminate the employment of
the Employee at any time and for any reason, or for no reason, unless the
Employee and the Company or such subsidiary are parties to a written employment
agreement that expressly provides otherwise.
11. Successors. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, on the one hand, and the
Employee and his or her heirs, beneficiaries, legatees and personal
representatives, on the other hand.
12. Entire Agreement; Amendments and Waivers. This Agreement embodies
the entire understanding and agreement of the parties with respect to the
subject matter hereof, and no promise, condition, representation or warranty,
express or implied, not stated or incorporated by reference herein, shall bind
either party hereto. None of the terms and conditions of this Agreement may be
amended, modified, waived or cancelled except by a writing, signed by the
parties hereto specifying such amendment, modification, waiver or cancellation.
A waiver by either party at any time of compliance with any of the terms and
conditions of this Agreement shall not be considered a modification,
cancellation or consent to a future waiver of such terms and conditions or of
any preceding or succeeding breach thereof, unless expressly so stated.
13. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California applicable
to contracts made and performed entirely within such state.
9
28
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Award Date.
COMPUTER SCIENCES CORPORATION
By
-------------------------------------
Employee: Name:
------------------------- Title:
SS#:
By
-------------------------------------
Name:
Title:
10
29
EXHIBIT (c)(14)(B)(ii)(a)
COMPUTER SCIENCES CORPORATION
1992 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RS No.
This Restricted Stock Agreement ("Agreement") is made and entered
into as of the _______ day of __________________, 19__ (the "Award Date") by
and between Computer Sciences Corporation, a Nevada corporation (the
"Company"), and ______________________________, a full-time employee of the
Company and/or one or more of its subsidiaries (the "Employee").
WHEREAS, the Company's 1992 Stock Incentive Plan (the "Plan") was
adopted by the Board of Directors of the Company on June 15, 1992 and approved
by the shareholders of the Company on August 10, 1992;
WHEREAS, pursuant to the Plan, the Company is authorized to sell
shares of its common stock, par value $1.00 per share (the "Common Stock"), to
any employee of the Company or its subsidiaries upon such terms and conditions
as shall be determined by the committee of the Board of Directors administering
the Plan (the "Committee"); and
WHEREAS, the Company desires to sell shares of Common Stock to the
Employee, and the Employee desires to purchase such shares from the Company,
upon the terms and conditions set forth herein, which terms and conditions have
been approved by the Committee;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Sale of Restricted Shares. The Company hereby sells to the
Employee, and the Employee hereby purchases from the Company, _____ _____
shares of Common Stock (the "Restricted Shares"), which Restricted Shares are
subject to all of the terms and conditions set forth in this Agreement,
including, without limitation, the restrictions on transfer imposed pursuant to
Section 2 hereof. The purchase price for the Restricted Shares is $1.00 per
share, and the Company hereby acknowledges the sufficiency of such purchase
price and the Company's receipt thereof on or prior to the date upon which this
Agreement shall be executed and on or within 60 days following the Award Date.
30
2. Certain Restrictions on Transfer.
(a) No Restricted Share shall be sold, exchanged, assigned,
alienated, pledged, hypothecated, gifted or otherwise transferred in any manner
other than pursuant to Section 8 hereof; provided, however, that upon the
expiration of each "Forfeiture Period" indicated below (or the earlier
termination of such Forfeiture Period pursuant to the provisions of this
Agreement), the foregoing restrictions on transfer shall cease to apply to the
percentage of the Restricted Shares subject to such Forfeiture Period:
Percentage of Expiration of
Restricted Shares Forfeiture Period
----------------- -----------------
(b) Notwithstanding the foregoing, if the Employee shall cease to
be a full-time employee of the Company or any of its subsidiaries because of an
approved leave of absence, any Forfeiture Period that would otherwise expire
during such leave of absence shall instead continue until and expire upon the
earlier of (i) the first date thereafter upon which the Employee shall again be
a full-time employee of the Company or any of its subsidiaries, or (ii) two
years after the date upon which such leave of absence shall have commenced.
3. Early Termination of Forfeiture Periods.
(a) Immediately prior to the occurrence of any of the following
events, all applicable Forfeiture Periods shall terminate and no Restricted
Share shall thereafter be subject to the restrictions on transfer imposed
pursuant to Section 2 hereof:
(i) unless the Committee shall determine otherwise within
ten business days thereafter, the public announcement that any person or
entity, together with all Affiliates and Associates (as such capitalized
terms are defined in Rule 12b-2 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") of such person or
entity, has become the Beneficial Owner (as defined in Rule 13d-3
promulgated under the Exchange Act) of voting securities of the Company
representing 30% or more of the voting power of the Company, provided,
however, that the terms "person" and "entity," as used in this
subsection (i), shall not include (A) the Company or any of its
2
31
subsidiaries, (B) any employee benefit plan of the Company or any of
its subsidiaries, or (C) any entity holding voting securities of the
Company for or pursuant to the terms of any such plan;
(ii) any date upon which the directors of the Company who
were nominated by the Board of Directors for election as directors cease
to constitute a majority of the directors of the Company, unless, prior
to such date, the Board of Directors shall determine otherwise; or
(iii) a change of control of the Company of the type
required to be disclosed in a proxy statement pursuant to Item 6(e) (or
any successor provision) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act, unless, prior to such change of control, the
Board of Directors shall determine otherwise.
(b) Unless the Committee shall determine otherwise, including,
without limitation, a determination to repurchase any such Restricted Shares
pursuant to Section 4(c) hereof, all applicable Forfeiture Periods shall
terminate and no Restricted Shares shall thereafter be subject to the
restrictions on transfer imposed pursuant to Section 2 hereof upon the
occurrence of any of the following events:
(i) the dissolution or liquidation of the Company;
(ii) a sale of substantially all of the property and
assets of the Company; or
(iii) a reorganization, merger or consolidation of the
Company that results in the outstanding securities of any class then
comprising the Restricted Shares being exchanged for or converted into
cash, property and/or securities not issued by the Company.
(c) In the event that the Employee shall not be a full-time
employee of the Company or any of its subsidiaries on the date of any of the
events specified in Section 3(a) or (b) hereof because of an approved leave of
absence, such subsections shall become applicable to the Employee on the first
date thereafter upon which the Employee shall again have become a full-time
employee of the Company or any of its subsidiaries, provided that such day
occurs within one year following the date upon which he or she shall have
ceased to be such a full-time employee.
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32
(d) In addition, the Committee, in its sole discretion, may
accelerate the expiration or termination of any Forfeiture Period at any time
and for any reason.
4. Repurchase of Restricted Shares. If any of the following
events shall occur prior to the expiration or termination of any Forfeiture
Period, then, unless the Committee shall determine otherwise, the Company shall
repurchase all Restricted Shares subject to such Forfeiture Period at a
purchase price of $1.00 per share:
(a) the termination of the Employee's status as a full-time
employee of the Company or any of its subsidiaries for no reason, or for any
reason other than an approved leave of absence;
(b) the failure of the Employee again to have become a full-time
employee of the Company or any of its subsidiaries within one year following
the date upon which he or she shall have ceased to be a full-time employee of
the Company or any of its subsidiaries because of an approved leave of absence;
or
(c) the consummation of any of the following events (unless such
event shall, pursuant to Section 3(b) hereof, cause such Forfeiture Period to
terminate and such Restricted Shares to cease to be subject to the restrictions
on transfer imposed pursuant to Section 2 hereof): (i) the dissolution or
liquidation of the Company, (ii) a sale of substantially all of the property
and assets of the Company or (iii) a reorganization, merger or consolidation of
the Company that results in the outstanding securities of any class then
comprising the Restricted Shares being exchanged for or converted into cash,
property and/or securities not issued by the Company.
5. Payment of Withholding Taxes.
(a) If the Company becomes obligated to withhold an amount on
account of any federal, state or local tax imposed as a result of the sale of
the Restricted Shares to the Employee pursuant to this Agreement or the
termination of the restrictions imposed upon the Restricted Shares hereunder,
including, without limitation, any federal, state or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax (the date upon
which the Company becomes so obligated shall be referred to herein as the
"Withholding Date"), then the Employee shall pay such amount (the "Withholding
Liability") to the Company on
4
33
the Withholding Date in cash or by check payable to the Company; provided,
however, that, in the discretion of the Committee, the Employee may, pursuant
to an irrevocable election of the Employee (a "Withholding Election") made on
or prior to the Withholding Date, instead pay all or any part of the
Withholding Liability by the delivery to the Company of a stock certificate or
certificates representing shares of Common Stock, duly endorsed or accompanied
by a duly executed stock powers, which delivery effectively transfers to the
Company good and valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be valued on the
basis of the aggregate Fair Market Value (as defined in the Plan) thereof on
the Withholding Date), provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock.
(b) Notwithstanding subsection (a) above, if the Employee is
subject to Section 16 of the Exchange Act on the Award Date, then the Employee
may not make a Withholding Election unless:
(i) (A) the Company shall have been subject to the
reporting requirements of Section 13(a) of the Exchange Act for at least
one year prior thereto and shall have filed all reports and statements
required to be filed pursuant to such section during such year, (B) the
Company on a regular basis releases quarterly and annual summary
statements of its sales and earnings ("Financial Data") for publication
on a wire service, in a financial news service or in a newspaper of
general circulation, or Financial Data is otherwise made publicly
available on a regular basis, and (C) such Withholding Election is made
during a period commencing on the third business day following a date
upon which the Company releases Financial Data and ending on the twelfth
business day following such date; or
(ii) such Withholding Election is made at least six months
prior to the Withholding Date.
(c) The Committee shall have sole discretion to approve or
disapprove any Withholding Election and may adopt such rules and regulations as
are consistent with and necessary to implement the foregoing.
6. Escrow.
(a) Until a Forfeiture Period shall expire or terminate, (i) the
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34
record address of the holder of record of the Restricted Shares subject to such
Forfeiture Period shall be c/o the Secretary of the Company at the address of
the Company's principal executive office, (ii) the stock certificate
representing such Restricted Shares (together with any cash, property and/or
securities comprising all or any part of such Restricted Shares as provided in
Section 7 hereof) shall be held in escrow in the custody of the Secretary of
the Company, duly endorsed in blank or accompanied by a duly executed stock
powers, and (iii) such stock certificate shall contain the following legend:
"The sale, pledge, hypothecation, assignment, transfer or
other disposition of the shares evidenced by this certificate
is restricted in accordance with a certain Restricted Stock
Agreement dated as of (Award Date to be inserted) by and
between the named shareholder and the Company."
(b) From and after the date upon which a Forfeiture Period shall
expire or terminate, the holder of record of the Restricted Shares subject to
such Forfeiture Period shall be entitled (provided that the Employee shall have
paid the Withholding Liability to the Company pursuant to Section 5 hereof) to
receive the stock certificate representing such Restricted Shares (together
with any cash, property and/or securities comprising all or any part of such
Restricted Shares as provided in Section 7 hereof), which stock certificate
shall not contain the legend set forth in subsection (a)(iii) above.
7. Voting; Dividends; Certain Corporate Transactions. The holder
of record of any Restricted Share shall be entitled to exercise all voting
rights with respect to such share and to receive all regular, quarterly cash
dividends paid with respect thereto. In the event that the outstanding
securities of any class then comprising the Restricted Shares are increased,
decreased or exchanged for or converted into cash, property and/or a different
number or kind of securities, or cash, property and/or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, then, unless
the Committee shall determine otherwise, the term "Restricted Shares," as used
in this Agreement, shall, from and after the date of such event, include such
6
35
cash, property and/or securities so distributed in respect of the Restricted
Shares, or into or for which the Restricted Shares are so increased, decreased,
exchanged or converted.
8. Permitted Transfers. Notwithstanding anything to the contrary
in this Agreement, at any time following the expiration of six months after the
Award Date the Employee may transfer any or all of the Restricted Shares to any
person or entity; provided, however, that (a) such transferred Restricted Shares
shall continue to be subject to all of the terms and conditions of this
Agreement as if the Employee continued to hold such shares, and the transferee
of such shares shall, in a duly executed document delivered to the Company and
reasonably satisfactory in form and substance to the Committee, consent thereto
and agree to be bound by all of the terms and conditions of this Agreement as if
such transferee were the Employee, and (b) such transferee shall deliver to the
Secretary of the Company a duly executed stock powers with respect to such
transferred Restricted Shares, which stock powers shall be held in escrow by the
Secretary pursuant to Section 6 hereof.
9. Plan. The Restricted Shares are being sold hereunder
pursuant to the Plan, as in effect on the Award Date, and are subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time; provided, however, that no such amendment shall deprive the Employee,
without his or her consent, of the Restricted Shares or of any of the
Employee's rights under this Agreement. The interpretation and construction by
the Committee of the Plan, this Agreement and such rules and regulations as may
be adopted by the Committee for the purpose of administering the Plan shall be
final and binding upon Employee. Until the applicable Forfeiture Period with
respect to a Restricted Share shall expire or terminate, the Company shall,
upon written request therefor, send a copy of the Plan, in its then current
form, to the holder of record of such Restricted Share.
10. Employment Rights. No provision of this Agreement shall (a)
confer upon the Employee any right to continue in the employ of the Company or
any of its subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of the Employee, with or without
cause, or (c) confer upon Employee any right to participate in any employee
welfare or benefit plan or other program of the Company or any of its
subsidiaries other than the Plan.
7
36
The Employee hereby acknowledges and agrees that the Company and each of its
subsidiaries may terminate the employment of the Employee at any time and for
any reason, or for no reason, unless the Employee and the Company or such
subsidiary are parties to a written employment agreement that expressly
provides otherwise.
11. Successors. This Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns, on the one hand, and
the Employee and his or her heirs, beneficiaries, legatees and personal
representatives, on the other hand.
12. Entire Agreement; Amendments and Waivers. This Agreement
embodies the entire understanding and agreement of the parties with respect
to the subject matter hereof, and no promise, condition, representation or
warranty, express or implied, not stated or incorporated by reference herein,
shall bind either party hereto. None of the terms and conditions of this
Agreement may be amended, modified, waived or cancelled except by a writing,
signed by the parties hereto specifying such amendment, modification, waiver or
cancellation. A waiver by either party at any time of compliance with any of
the terms and conditions of this Agreement shall not be considered a
modification, cancellation or consent to a future waiver of such terms and
conditions or of any preceding or succeeding breach thereof, unless expressly
so stated.
13. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
applicable to contracts made and performed entirely within such state.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the Award Date.
The foregoing is agreed to: COMPUTER SCIENCES CORPORATION
_____________________________ By _____________________________
Employee: Name:
Title:
SS#:
Grant Date:
By _____________________________
Name:
Xxxxx Xxxxx: Title:
Options Granted:
8
37
EXHIBIT (c)(14)(C)(a)
AGREEMENT WITH PARTICIPANTS IN
THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Agreement is made and entered into as of February 2, 1998 by and
among Computer Sciences Corporation (the "Company"), Van X. Xxxxxxxxx, the
Chairman, President and Chief Executive Officer of the Company (the "Chief
Executive Officer"), and the person listed on Exhibit A attached hereto, who is
both an employee of the Company or its affiliates and a participant in the
Company's Supplemental Executive Retirement Plan (the "Employee").
WHEREAS, the Supplemental Executive Retirement Plan was amended,
effective as of the date hereof (as so amended, the "SERP");
WHEREAS, Article III of the SERP provides that no person shall be a
participant in the SERP unless such individual (a) has been specifically
designated as such in a written instrument executed by the Chief Executive
Officer and (b) has consented to be governed by the terms of the SERP pursuant
to a written instrument satisfactory in form to the Company;
WHEREAS, the parties hereto desire that this Agreement constitute a
written instrument, satisfactory in form to the Company, pursuant to which the
Chief Executive Officer specifically designates the Employee as a participant in
the SERP and the Employee consents to be governed by the terms of the SERP;
WHEREAS, all stock options and restricted stock which were issued by the
Company to the Employee at any time and which are currently outstanding are
listed on Exhibit A attached hereto (collectively, the "Stock Options" and the
"Restricted Stock," respectively); and
WHEREAS, the Company desires to confer an additional benefit, but not
impose any additional obligations, upon the Employee under the agreements
between the Company and the Employee relating to the Stock Options
(collectively, the "Stock Option Agreements") and the Restricted Stock
(collectively, the "Restricted Stock Agreements");
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants set forth herein, the parties hereto hereby agree as follows:
1. Participation in the SERP. The Chief Executive Officer hereby
confirms that, as contemplated in Article III of the SERP, he has designated the
Employee as a participant in the SERP. The Employee hereby confirms that, as
contemplated in Article III, the Employee has consented to be governed by the
terms of the SERP (as amended effective as of the date hereof), and the Company
hereby confirms that this Agreement is satisfactory in form for purposes of
evidencing such consent.
38
2. Amendment of Stock Option Agreements.
(a) Retirement Age Reduced from Age 65 to Age 62. Section
2(a)(ii) (or the similar provision) of each Stock Option Agreement dated
on or after December 6, 1996, and Section 1A of each Stock Option
Agreement dated prior to December 6, 1996, is hereby revised to reduce
the retirement age from 65 to 62, and is hereby amended to read in its
entirety as follows:
"Notwithstanding anything to the contrary in this
Agreement, if the Employee's status as a full-time employee of
the Company or any of its subsidiaries is terminated after
February 2, 1998 by reason of the Retirement (as hereinafter
defined) of the Employee, then (A) the portion of the Option that
has not vested on or prior to the date of such Retirement shall
terminate on such date and (B) the remaining vested portion of
the Option shall terminate upon the earlier of the Expiration
Date or the third anniversary of the date of such Retirement,
provided that if the Employee shall die prior to such earlier
date, the remaining vested portion of the Option shall remain
exercisable until, but shall terminate upon, the earlier of the
Expiration Date or the first anniversary of the date of the
Employee's death. "Retirement" shall mean (X) retirement from the
Company or any of its subsidiaries at age 55 or older (but less
than 62), provided that the Employee shall have been a continuous
full-time employee of the Company or its subsidiaries for at
least 10 years prior thereto and the Board of Directors of the
Company shall have determined within 90 days prior thereto that
the Employee has made an outstanding contribution to the affairs
of the Company or its subsidiaries, or (Y) retirement from the
Company or any of its subsidiaries at age 62 or older."
(b) Minimum Three-Month Exercise Period after Termination of
Employment. Each of the Stock Option Agreements is hereby amended to add
the following provision:
"Section 1B Notwithstanding anything to the contrary in
this Agreement, if the Employee's status as a full-time employee
of the Company or any of its subsidiaries is voluntarily or
involuntarily terminated for any reason or for no reason, then
the Option shall not terminate, or cease to be exercisable to
purchase the underlying shares with respect to which the Option
had vested as of the date of such termination of full-time
status, prior to the earlier of the Expiration Date or three
months after the date of such termination of full-time status."
(c) Acceleration of Stock Options upon a Change of Control. With
respect to each Stock Option Agreement which contains the following
provision as Section 2(a)(i):
2
39
"Section 2(a)(i) Termination Within Three Years After
Change of Control. If the Employee's status as a full-time
employee of the Company or any of its subsidiaries is terminated
for any reason, or for no reason, within three years after a
Change of Control (as hereinafter defined), then (A) the portion
of the Option that has not vested on or prior to the date of such
termination of full-time status shall fully vest on such date and
(B) the Option shall terminate upon the earliest of the
Expiration Date, the third anniversary of the date of such
termination of full-time status, or, if applicable, the first
anniversary of the date of the Employee's death. "Change of
Control" shall mean the first to occur of the following events:
(V) the dissolution or liquidation of the Company; (W) a sale of
substantially all of the property and assets of the Company; (X)
a reorganization, merger or consolidation of the Company the
consummation of which results in the outstanding securities of
any class then subject to the Option being exchanged for or
converted into cash, property and/or securities not issued by the
Company; (Y) any date upon which the directors of the Company who
were nominated by the Board of Directors for election as
directors cease to constitute a majority of the directors of the
Company or (Z) a change of control of the Company of the type
required to be disclosed in a proxy statement pursuant to Item
6(e) (or any successor provision) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")."
such provision is hereby deleted. All Stock Option Agreements are hereby amended
to add the following provision as Section 2A:
"Section 2A Acceleration of Option Upon Change of Control.
Notwithstanding anything to the contrary in this Agreement, upon
the date of a Change of Control (as hereinafter defined): (A) the
portion of the Option that has not vested on or prior thereto
shall fully vest on such date and (B) the Option shall remain
exercisable until, and shall terminate upon, the earlier of the
Expiration Date or, if applicable, the first anniversary of the
date of the Employee's death. "Change of Control" shall mean the
first to occur of the following events: (U) the dissolution or
liquidation of the Company; (V) a sale of substantially all of
the property and assets of the Company; (W) a merger,
consolidation, reorganization or other business combination to
which the Company is a party and the consummation of which
results in the outstanding securities of any class then subject
to the Option being exchanged for or
3
40
converted into cash, property and/or securities not issued by the
Company; (X) a merger, consolidation, reorganization or other
business combination to which the Company is a party and the
consummation of which does not result in the outstanding
securities of any class then subject to the Option being
exchanged for or converted into cash, property and/or securities
not issued by the Company, provided that the outstanding voting
securities of the Company immediately prior to such business
combination (or, if applicable, the securities of the Company
into which such voting securities are converted as a result of
such business combination) represent less than 50% of the voting
power of the Company immediately following such business
combination, (Y) any date upon which the directors of the Company
who were nominated by the Board of Directors for election as
directors cease to constitute a majority of the directors of the
Company or (Z) a change of control of the Company of the type
required to be disclosed in a proxy statement pursuant to Item
6(e) (or any successor provision) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")."
(d) Certain Determinations to be made by Continuing Members of
the Compensation Committee. Section 2(c)(ii) (or the comparable
provision) of each Stock Option Agreement is hereby amended to insert
the phrase ", by vote of a majority of the directors of the Company who
are, and immediately prior to such event were, members of the
Committee," so that such subsection, together with the lead-in thereto,
shall read in its entirety as follows:
"Section 2(c) The Committee, in its sole discretion, may
accelerate the exercisability of the Option at any time and for
any reason. In addition, the Option shall fully vest with respect
to all Option Shares upon the first to occur of the following:
(i) . . .
(ii) unless the Committee, by vote of a majority of
the directors of the Company who are, and immediately
prior to such event were, members of the Committee, shall
determine otherwise within ten business days thereafter,
the public announcement that any person or entity,
together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") of such person or entity, has become the
Beneficial Owner (as defined in Rule 13d-3 promulgated
under the Exchange Act) of voting securities of the
Company representing 30% or more of the voting power of
the Company, provided, however, that the terms "person"
and "entity," as used in this subsection (ii), shall not
include (A) the Company or any of its subsidiaries, (B)
any employee benefit plan of the Company or any of its
subsidiaries, or (C) any entity
4
41
holding voting securities of the Company for or pursuant
to the terms of any such plan;"
3. Amendment of Restricted Stock Agreements.
(a) Acceleration of Stock Options upon a Change of Control. With
respect to each Restricted Stock Agreement which contains the following
provision:
"Section 3(a) Immediately prior to the occurrence of any
of the following events (or, if the Employee shall not be a
full-time employee of the Company or any of its subsidiaries on
the date of such event because of an approved leave of absence,
upon the first day thereafter on which the Employee shall again
have become a full-time employee of the Company or any of its
subsidiaries), all applicable Forfeiture Periods shall terminate
and no Restricted Share shall thereafter be subject to the
restrictions on transfer imposed pursuant to Section 2 hereof:
(i)the termination of the Employee's status as
a full-time employee of the Company or any of its
subsidiaries for no reason, or for any reason, within
three years following (A) the dissolution or
liquidation of the Company, (B) a sale of
substantially all of the property and assets of the
Company, (C) a reorganization, merger or consolidation
of the Company the consummation of which results in
the outstanding securities of any class then
comprising the Restricted Shares being exchanged for
or converted into cash, property and/or securities not
issued by the Company, (D) any date upon which the
directors of the Company who were nominated by the
Board of Directors for election as directors cease to
constitute a majority of the directors of the Company
or (E) a change of control of the Company of the type
required to be disclosed in a proxy statement pursuant
to Item 6(e) (or any successor provision) of Schedule
14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
or"
such clause (i) is hereby deleted. All Restricted Stock Agreements are hereby
amended to add the following provision as Section 3A:
"Section 3A Notwithstanding anything to the contrary in
this Agreement, upon the first to occur of the following, all
applicable Forfeiture Periods shall terminate and no Restricted
Share shall thereafter be subject to the restrictions on transfer
imposed pursuant to Section 2 hereof: (A) the dissolution or
liquidation of the Company, (B) a sale of substantially all of
the property and assets of the Company, (C) a
5
42
merger, consolidation, reorganization or other business
combination to which the Company is a party and the consummation
of which results in the outstanding securities of any class then
comprising the Restricted Shares being exchanged for or converted
into cash, property and/or securities not issued by the Company;
(D) a merger, consolidation, reorganization or other business
combination to which the Company is a party and the consummation
of which does not result in the outstanding securities of any
class then comprising the Restricted Shares being exchanged for
or converted into cash, property and/or securities not issued by
the Company, provided that the outstanding voting securities of
the Company immediately prior to such business combination (or,
if applicable, the securities of the Company into which such
voting securities are converted as a result of such business
combination) represent less than 50% of the voting power of the
Company immediately following such business combination; (E) any
date upon which the directors of the Company who were nominated
by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company or (F) a
change of control of the Company of the type required to be
disclosed in a proxy statement pursuant to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")."
(b) Certain Determinations to be made by Continuing Members of
the Compensation Committee. Section 3(a)(ii) (or the comparable
provision) of each Restricted Stock Agreement is hereby amended to
insert the phrase ", by vote of a majority of the directors of the
Company who are, and immediately prior to such event were, members of
the Committee," so that Section 3(a) shall read in its entirety as
follows:
"Section 3(a) Immediately prior to the occurrence of any
of the following events (or, if the Employee shall not be a
full-time employee of the Company or any of its subsidiaries on
the date of such event because of an approved leave of absence,
upon the first day thereafter on which the Employee shall again
have become a full-time employee of the Company or any of its
subsidiaries), all applicable Forfeiture Periods shall terminate
and no Restricted Share shall thereafter be subject to the
restrictions on transfer imposed pursuant to Section 2 hereof:
(i) [DELETED]
(ii) unless the Committee, by vote of a majority of
the directors of the Company who are, and immediately
prior to such event were, members of the Committee, shall
determine otherwise within ten business days thereafter,
the public
6
43
announcement that any person or entity, together with all
Affiliates and Associates (as such capitalized terms are
defined in Rule 12b-2 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") of
such person or entity, has become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act)
of voting securities of the Company representing 30% or
more of the voting power of the Company, provided,
however, that the terms "person" and "entity," as used in
this subsection, shall not include (A) the Company or any
of its subsidiaries, (B) any employee benefit plan of the
Company or any of its subsidiaries, or (C) any entity
holding voting securities of the Company for or pursuant
to the terms of any such plan."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
--------------------------------
EMPLOYEE
--------------------------------
VAN X. XXXXXXXXX
Chairman, President
and Chief Executive Officer,
Computer Sciences Corporation
COMPUTER SCIENCES CORPORATION
By
----------------------------------
Xxxxxxx X. Xxxx
Vice President, General Counsel
and Secretary
7
44
EXHIBIT A
Name of the Employee:
-------------------------
Description of Non-Qualified Stock Options:
Original Number of
Date of Grant Name of Plan Underlying Shares
------------- ------------ ------------------
Description of Restricted Stock:
Date of Grant Name of Plan Number of Shares
------------- ------------ ----------------
45
EXHIBIT (c)(14)(D)(a)
AMENDMENT OF RESTRICTED STOCK AGREEMENTS
This Amendment of Restricted Stock Agreements ("Amendment") is
unilaterally made and entered into by Computer Sciences Corporation (the
"Company") as of February 2, 1998 for the purpose of amending the Restricted
Stock Agreements by and between the Company and the person listed on Exhibit A
attached hereto, who is an employee of the Company or its affiliates (the
"Employee"), relating to the outstanding restricted stock listed on Exhibit A
hereto (the "Agreements").
WHEREAS, the Company desires to confer an additional benefit, but not
impose any additional obligations, upon the Employee under the Agreements;
NOW, THEREFORE, in consideration of the foregoing recital and the
anticipated reliance by the Employee upon the amendment of the Agreements
effected hereby, Section 3(a)(i) of each Agreement is hereby amended to insert
the phrase ", by vote of a majority of the directors of the Company who are, and
immediately prior to such event were, members of the Committee," and Section
3(b) of each Agreement is hereby amended to insert the following subsection
(iv):
"(iv) a merger, consolidation, reorganization or other business
combination to which the Company is a party and the consummation of
which does not result in the outstanding securities of any class then
comprising the Restricted Shares being exchanged for or converted into
cash, property and/or securities not issued by the Company, provided
that the outstanding voting securities of the Company immediately prior
to such business combination (or, if applicable, the securities of the
Company into which such voting securities are converted as a result of
such business combination) represent less than 50% of the voting power
of the Company immediately following such business combination."
so that Section 3(a) and (b) shall read in their entirety as follows:
"Section 3 Early Termination of Forfeiture Periods.
(a) Immediately prior to the occurrence of any of the following
events, all applicable Forfeiture Periods shall terminate and no
Restricted Share shall thereafter be subject to the restrictions on
transfer imposed pursuant to Section 2 hereof:
(i) unless the Committee, by vote of a majority of the
directors of the Company who are, and immediately prior to such
event were, members of the Committee, shall determine otherwise
within ten business days thereafter, the public announcement that
any person or entity, together with all Affiliates and Associates
(as such capitalized terms are defined in Rule 12b-2 promulgated
under the Securities
46
Exchange Act of 1934, as amended (the "Exchange Act") of such
person or entity, has become the Beneficial Owner (as defined in
Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 30% or more of the voting
power of the Company, provided, however, that the terms "person"
and "entity," as used in this subsection (i), shall not include
(A) the Company or any of its subsidiaries, (B) any employee
benefit plan of the Company or any of its subsidiaries, or (C)
any entity holding voting securities of the Company for or
pursuant to the terms of any such plan;"
(ii) any date upon which the directors of the Company who
were nominated by the Board of Directors for election as
directors cease to constitute a majority of the directors of the
Company, unless, prior to such date, the Board of Directors shall
determine otherwise; or
(iii) a change of control of the Company of the type
required to be disclosed in a proxy statement pursuant to Item
6(e) (or any successor provision) of Schedule 14A of Regulation
14A promulgated under the Exchange Act, unless, prior to such
change of control, the Board of Directors shall determine
otherwise.
(b) Unless the Committee shall determine otherwise, including,
without limitation, a determination to repurchase any such Restricted
Shares pursuant to Section 4(c) hereof, all applicable Forfeiture Periods
shall terminate and no Restricted Shares shall thereafter be subject to
the restrictions on transfer imposed pursuant to Section 2 hereof upon the
occurrence of any of the following events:
(i) the dissolution or liquidation of the Company;
(ii) a sale of substantially all of the property and
assets of the Company;
(iii) a merger, consolidation, reorganization or other
business combination to which the Company is a party and the
consummation of which results in the outstanding securities of
any class then comprising the Restricted Shares being exchanged
for or converted into cash, property and/or securities not issued
by the Company; or
(iv) a merger, consolidation, reorganization or other
business combination to which the Company is a party and the
consummation of which does not result in the outstanding
securities of any class then comprising the Restricted Shares
being exchanged for or converted into cash, property and/or
securities not issued by the Company, provided that the
outstanding voting securities of the Company immediately prior to
such business combination (or, if applicable, the securities of
the Company into which such voting securities are
2
47
converted as a result of such business combination) represent
less than 50% of the voting power of the Company immediately
following such business combination."
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the day and year first above written.
COMPUTER SCIENCES CORPORATION
By
----------------------------------
Van X. Xxxxxxxxx
Chairman, President
and Chief Executive Officer
3
48
EXHIBIT A
Name of the Employee:
-------------------------
Description of Restricted Stock:
Date of Grant Name of Plan Number of Shares
------------- ------------ ----------------
4
