CAREER SHARES RESTRICTED STOCK UNIT AGREEMENT
EXHIBIT
10.10
Grant #
______
CAREER
SHARES
This
Career Shares Restricted Stock Unit Agreement (“Agreement”) is made and entered
into as of [DATE] (the
“Grant Date”) by and between Computer Sciences Corporation,
a Nevada corporation (the “Company”), and [NAME], a full-time employee
of the Company and/or one or more of its subsidiaries (the
“Employee”).
WHEREAS,
pursuant to the Company’s [PLAN] Stock Incentive Plan
(the “Plan”), the Company desires to grant to the Employee, and the Employee
desires to accept, a restricted stock unit redeemable in shares of common stock,
par value $1.00 per share, of the Company (the “Common Stock”), upon the terms
and conditions set forth herein, which terms, conditions and restrictions have
been approved by the committee of the Board of Directors administering the Plan
(the “Committee”);
NOW,
THEREFORE, in consideration of the foregoing recital and the covenants set forth
herein, the parties hereto hereby agree as follows:
The
Company hereby grants to the Employee, and the Employee hereby accepts, a
restricted stock unit redeemable by the delivery of [SHARES] shares of Common
Stock, which restricted stock unit shall be subject to all of the terms and
conditions set forth in this Agreement, including, without limitation, those set
forth in Schedule “RSU7” attached hereto and incorporated herein by this
reference (the “RSU”).
Except as
otherwise provided in this Agreement, the RSU shall be "redeemed" by the Company
delivering to the Employee (or after the Employee's death, the beneficiary
designated by the Employee for such purpose), on the redemption dates indicated
below, the number of shares of Common Stock indicated below across from such
dates ("RSU Shares"), together with Dividend Equivalents (as hereinafter
defined):
RSU
Shares Redemption
Date
(Shares) 1st
Anniversary of the Retirement Date (as hereinafter defined)
(Shares) 2nd
Anniversary of the Retirement Date
(Shares) 3rd
Anniversary of the Retirement Date
(Shares) 4th
Anniversary of the Retirement Date
(Shares) 5th
Anniversary of the Retirement Date
(Shares) 6th
Anniversary of the Retirement Date
(Shares) 7th
Anniversary of the Retirement Date
(Shares) 8th
Anniversary of the Retirement Date
(Shares) 9th
Anniversary of the Retirement Date
(Shares) 10th
Anniversary of the Retirement Date
The term
"Retirement Date" shall mean the date that the Employee’s status as a full-time
employee of the Company or any of its subsidiaries is terminated, provided that
on such date either (a) the Employee is age 65 or older, or (b) the Employee is
age 55 or older and shall have been (or for any other purpose shall have been
treated as if he or she had been) a continuous full-time employee of the Company
or its subsidiaries for at least 10 years immediately prior thereto, or (c) such
termination has been specifically approved by the Committee as a "retirement"
for purposes of this Agreement.
The term
“Dividend Equivalents” shall mean, with respect to each RSU Share being
delivered by the Company upon redemption of the RSU, or cancelled by the Company
in payment of withholding taxes, an amount in cash equal to the aggregate amount
of all regular cash dividends paid on a share of Common Stock during the period
between the Grant Date and the date of such redemption or cancellation, together
with interest thereon at the rate credited to amounts deferred under the
Company’s Deferred Compensation Plan, as such rate may be changed from time to
time.
COMPUTER
SCIENCES CORPORATION
By
______________________________
Xxxxxxx
X. Xxxxxx
Chairman,
President and Chief Executive Officer
By
______________________________
Xxxxxx
X. XxXxxx
Vice
President and Chief Financial Officer
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Grant Date.
EMPLOYEE
___________________________________________
[NAME]
|
The
Employee acknowledges receipt of the Plan and a Prospectus relating to the
RSU, and further acknowledges that he or she has reviewed this Agreement
and the related documents and accepts the provisions
thereof.
|
___________________________________________
[NAME]
[ADD1]
[ADD2]
[ADD3]
[CAREER
SHARES] RESTRICTED STOCK UNIT SCHEDULE RSU7
ADDITIONAL
TERMS AND CONDITIONS
1. Accelerated Redemption of
the RSU; Cancellation of the RSU.
(a) Death or
Disability.
(i) Notwithstanding
anything to the contrary in this Agreement, if the Employee shall die at any
time prior to the redemption in full of the RSU, then, one calendar month after
such death, the Company shall complete the redemption in full of the
RSU.
(ii) If, prior
to the Retirement Date, the Employee's status as a full-time employee of the
Company or any of its subsidiaries is terminated by reason of the Disability of
the Employee, then, one calendar month after such employment termination date,
the Company shall
complete the redemption in full of the RSU. "Disability"
shall mean the Employee has become “disabled,” as such term is defined in
Section 409A of the U.S. Internal Revenue Code and the regulations
thereunder.
(b) Cancellation
of RSU upon Other Termination of Employment. If, prior to the
Retirement Date, the Employee's status as a full-time employee of the Company or
any of its subsidiaries is voluntarily or involuntarily terminated other than by
reason of the death or Disability of the Employee, then the RSU shall
automatically be cancelled as of the close of business on such employment
termination date.
(c) Change of
Control.
Notwithstanding anything to the contrary in this Agreement, if there is a
Change in Control (as hereinafter defined) at any time prior to the redemption
in full of the RSU, then, immediately prior to the Change of Control, the RSU
shall be redeemed in full. Change in Control” shall mean the
consummation of a “change in the ownership” of Computer Sciences Corporation, a
“change in effective control” of Computer Sciences Corporation or a “change in
the ownership of a substantial portion of the assets” of Computer Sciences
Corporation, in each case, as defined in Section 409A of the U.S. Internal
Revenue Code and the regulations thereunder.
(d) Cancellation
of RSU after Retirement Date. After the
Retirement Date but prior to the earlier of (1) the redemption in full of the
RSU or (2) a Change in Control, the RSU may be cancelled if, in the judgment of
the Board of Directors of the Company, upon the advice of counsel, the Employee,
directly or indirectly:
(i) breaches
any obligation to the Company under any agreement relating to assignment of
inventions, disclosure of information or data, or similar matters;
or
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(ii) competes
with the Company, or renders competitive services (as a director, officer,
employee, consultant or otherwise) to, or owns more than a 5% interest in, any
person or entity that competes with the Company; or
(iii) solicits,
diverts or takes away any person who is an employee of the Company or advises or
induces any employee to terminate his or her employment with the Company;
or
(iv) solicits,
diverts or takes away any person or entity that is a customer of the Company, or
advises or induces any customer or potential customer not to do business with
the Company; or
(v) discloses
to any person or entity other than the Company, or makes any use of, any
information relating to the technology, know-how, products, business or data of
the Company or its subsidiaries, suppliers, licensors or customers, including
but not limited to the names, addresses and special requirements of the
customers of the Company.
2. Payment
of Taxes.
(a) If the
Company and/or the Employee's employer (the “Employer”) are obligated to
withhold an amount on account of any federal, state or local tax imposed as a
result of the grant or redemption of the RSU pursuant to this Agreement
(collectively, “Taxes”), 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 and/or the Employer becomes so
obligated shall be referred to herein as the “Withholding Date”), then the
Employee shall pay to the Company on each such Withholding Date, the minimum
aggregate amount that the Company and the Employer are so obligated to withhold,
as such amount shall be determined by the Company (the “Minimum Withholding
Liability”), which payment shall be made by the automatic cancellation by the
Company of a portion of the RSU Shares (such shares to be valued on the basis of
the aggregate Fair Market Value (as hereinafter defined) thereof on the
Withholding Date, plus the value of the Dividend Equivalents associated with
such shares on the Withholding Date); provided that the RSU Shares to be
cancelled shall be those that would otherwise have been delivered to the
Employee the soonest upon redemption of the RSU; and provided further, however,
that the Employee may instead pay to the Company, by check or wire transfer
delivered or made within one business day after such Withholding Date, an amount
equal to or greater than the Minimum Withholding Liability.
(b) The “Fair
Market Value” of an RSU Share on any date shall be equal to the last sale price,
regular way, of a share of Common Stock on such date (or in case the principal
United States national securities exchange on which the Common Stock is listed
or admitted to trading is not open on such date, the next preceding date upon
which it is open), or in case no such sale takes place on such day, the average
of the closing bid and asked prices, regular way, in either case as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on such securities
exchange.
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(c) The
Employee acknowledges that neither the Company nor the Employer
has:
(i) except to
the extent specifically set forth in a prospectus delivered by the Company to
the Employee together with this Agreement, made any representation or given any
advice to the Employee with respect to the realization or recognition of any
Taxes by the Employee; or
(ii) undertaken
or agreed to structure the RSU, or the grant of the RSU, to reduce or eliminate
the Employee's liability or potential liability for Taxes.
3. Certain
Corporate Transactions. In the event that
the outstanding securities of any class then comprising the RSU 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 "RSU 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 RSU Shares, or into
or for which the RSU Shares are so increased, decreased, exchanged or
converted.
4. Effect of
Section 409A of the U.S. Internal Revenue Code. Notwithstanding
anything to the contrary in this Agreement, if, upon the advice of its counsel,
the Company determines that the redemption of an RSU Share pursuant to this
Agreement is or may become subject to the additional tax under
Section 409A(a)(1)(B) of the U.S. Internal Revenue Code or any other taxes
or penalties imposed under Section 409A ("409A Taxes") as applicable at the
time such redemption is otherwise required under this Agreement,
then:
(a) such
redemption shall be delayed until the date that is six months after the date of
the Employee's “separation from service” (as such term is defined under Section
409A) with the Employer, or such shorter period that, in the opinion of such
counsel, is sufficient to avoid the imposition of 409A Taxes (the "Payments
Delay Period"); and
(b) if all or
any part of such RSU Share has been converted into cash pursuant to Section 4
hereof, then:
(i) upon
redemption of such RSU Share, such cash shall be increased by an amount equal to
interest thereon for the Payments Delay Period at a rate equal to the 120-month
rolling average yield to maturity of the index called the "Xxxxxxx Xxxxx U.S.
Corporates, A Rated, 15+ Years Index" (or any successor index, or if neither
exists, the most similar index which does exist) as of December 31 of the year
preceding the year in which the Payments Delay Period commences, compounded
annually; and
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(ii) the
Company shall fund the payment of such cash to the Employee upon redemption of
such RSU Share, including the interest to be paid with respect thereto
(collectively, the “Delayed Cash Payment”), by establishing and irrevocably
funding a trust for the benefit of the Employee. Such trust shall be
a grantor trust described in Section 671 of the U.S. Internal Revenue Code
and intended not to cause tax to be incurred by the Employee until amounts are
paid out from the trust to the Employee. The trust shall provide for
distribution of amounts to the Employee in order to pay taxes, if any, that
become due on the amounts as to which payment is being delayed during the
Payment Delay Period pursuant to this Section 5, but only to the extent
permissible under Section 409A of the U.S. Internal Revenue Code without the
imposition of 409A Taxes. The establishment and funding of such trust
shall not affect the obligation of the Company to pay the Delayed Cash Payment
pursuant to this Section 5.
5. Transferability. Neither the RSU
nor any interest therein may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner.
6. Data
Privacy.
(a) In
order to implement, administer, manage and account for the Employee's
participation in the Plan, the Company and/or the Employer may:
(i) collect
and use certain personal data regarding the Employee, including, without
limitation, the Employee's name, home address and telephone number, work address
and telephone number, work e-mail address, date of birth, social insurance or
other identification number, term of employment, employment status, nationality
and tax residence, and details regarding the terms and conditions, grant,
vesting, cancellation, termination and expiration of all restricted stock units
and other stock-based incentives granted, awarded or sold to the Employee by the
Company (collectively, the “Data”);
(ii) transfer
the Data, in electronic or other form, to employees of the Company and its
subsidiaries, and to third parties, who are involved in the implementation,
administration and/or management of, and/or accounting for, the Plan, which
recipients may be located in the Employee's country or in other countries that
may have different data privacy laws and protections than the Employee's
country;
(iii) transfer
the Data, in electronic or other form, to a broker or other third party with
whom the Employee has elected to deposit any RSU Shares issued in redemption of
the RSU; and
(iv) retain
the Data for only as long as may be necessary in order to implement, administer,
manage and account for the Employee's participation in the Plan.
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(b) The
Employee hereby consents to the collection, use, transfer and retention of the
Data, as described in this Agreement, for the exclusive purpose of implementing,
administering, managing and accounting for the Employee's participation in the
Plan.
(c) The
Employee understands that by contacting his or her local human resources
representative, the Employee may:
(i) view
the Data;
(ii) correct
any inaccurate information included within the Data;
(iii) request
additional information regarding the storage and processing of the
Data
(iv) request
a list with the names and addresses of any potential recipients of the Data;
and
(v) under
certain circumstances and with certain consequences, prevent further use,
transfer, retention and/or processing of the Data.
7. Plan. The RSU is
granted pursuant to the Plan, as in effect on the Grant 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 RSU 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 the Employee. Until the RSU is redeemed in full, the
Company shall, upon written request therefor, send a copy of the Plan, in its
then-current form, to the Employee.
8. Employment
Rights. No provision of
this Agreement shall (a) be deemed to form an employment contract or
relationship with the Company or any of its subsidiaries, (b) confer upon the
Employee any right to be or continue to be in the employ of the Company or any
of its subsidiaries, (c) affect the right of the Employer to terminate the
employment of the Employee, with or without cause, or (d) confer upon the
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 Employer
may terminate the employment of the Employee at any time and for any reason, or
for no reason, unless applicable law provides otherwise or unless the Employee
and the Employer are parties to a written employment agreement that expressly
provides otherwise.
9. Nature of
Company Restricted Stock Unit Grants. The Employee
acknowledges and agrees that:
(a) the Plan
was established voluntarily by the Company, it is discretionary in nature and it
may be modified, suspended or terminated by the Company at any time, as provided
in the Plan and this Agreement;
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(b) the
Company grants restricted stock units voluntarily and on an occasional basis,
and the receipt of the RSU by the Employee does not create any contractual or
other right to receive any future grant of restricted stock units, or any
benefits in lieu of a grant of restricted stock units;
(c) all
decisions with respect to future grants of restricted stock units by the Company
will be made in the sole discretion of the Company;
(d) the
Employee is voluntarily participating in the Plan;
(e) restricted
stock units are an extraordinary item which do not constitute compensation of
any kind for services rendered to the Company or the Employer, and which are
outside the scope of the Employee's employment contract, if any;
(f) restricted
stock units are not part of normal or expected compensation or salary for any
purposes, including, without limitation, for purposes of calculating any
severance, resignation, termination, redundancy or end-of-service payments, or
any bonuses, long-service awards or pension or retirement benefits, or any
similar payments;
(g) the
future value of the RSU is unknown and cannot be predicted with certainty;
and
(h) the
Employee hereby indemnifies the Company and the Employer against, and
irrevocably releases and holds them harmless from, any claim or entitlement to
compensation or damages arising from the cancellation of the RSU in accordance
with this Agreement, or any diminution in the value of the RSU.
10. 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.
11. 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 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.
12. Severability. Any provision of
this Agreement which is invalid, illegal or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that or any other provision
of this Agreement invalid, illegal or unenforceable in any other
jurisdiction.
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13. Governing
Law; Consent to Jurisdiction. This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Nevada, United States of America, excluding any conflicts or choice
of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction. Any action, suit or proceeding to enforce the terms and
provisions of this Agreement, or to resolve any dispute or controversy arising
under or in any way relating to this Agreement, may be brought in the state
courts for the County of Washoe, State of Nevada, United States of America, and
the parties hereto hereby consent to the jurisdiction of such
courts. If the Employee has received this or any other document
related to the Plan translated into a language other than English, and the
translated version is different than the English version, the English version
will control.
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