Back to top

STOCK OPTION AGREEMENT

Equity Contribution Agreement

STOCK OPTION AGREEMENT You are currently viewing:
This Equity Contribution Agreement involves

COMPUTER SCIENCES CORP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: STOCK OPTION AGREEMENT
Date: 8/5/2005
Industry: CMPSRV     Sector: TECHNO

Get insider access to legal agreements from top law firms.
50 of the Top 250 law firms use our Products every day
STOCK OPTION AGREEMENT FOR EMPLOYEES

                                Exhibit 10.5

Grant # <Number>

STOCK OPTION AGREEMENT

This Stock Option Agreement ("Agreement") is made and entered into as of <Option 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, an option to purchase shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"), upon the terms and conditions set forth herein, which terms and conditions 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, an option to purchase <Shares Granted> shares of Common Stock (the "Option Shares") at an exercise price of <Option Price> per share (the "Exercise Price"), which option shall expire at 5:00 p.m., California, U.S.A. time, on <Expiration Date> (the "Expiration Date") and shall be subject to all of the terms and conditions set forth in the Plan and this Agreement, including, without limitation, the terms and conditions set forth in Schedule "NS11" attached hereto and incorporated herein by this reference (the "Option"). The Option shall not initially be exercisable to purchase any Option Shares; provided, however, that upon each of the dates indicated below, the Option shall become exercisable to purchase ("vest with respect to") the number of the Option Shares indicated below across from such date:

Number of Option Shares Vesting    Date

<Number of Shares Vesting>           <Vesting Date>

<Number of Shares Vesting>           <Vesting Date>

<Number of Shares Vesting>           <Vesting Date>

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

EMPLOYEE                                                                                                           COMPUTER SCIENCES CORPORATION

 

______________________________________                                       By________________________________

<Name>

The Employee acknowledges receipt of the Plan and a Prospectus relating to the Option, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

 

 

______________________________________

<Name>

<Address>

<Address>

<Address>

 

  

 

STOCK OPTION SCHEDULE NS11

ADDITIONAL TERMS AND CONDITIONS

The Option is intended not to qualify as an incentive option under Section 422 of the U.S. Internal Revenue Code.

Capitalized terms not otherwise defined in this Stock Option Schedule (the "Schedule") shall have the same meanings as set forth in the Stock Option Agreement (the "Agreement") and the Plan.

This Schedule has been incorporated by reference into the Agreement and, by signing the Agreement, the Employee has acknowledged and agreed to the additional terms and conditions of this Schedule. This Schedule and the Agreement are collectively referred to as the "Agreement" herein.

    1. Forfeiture Obligations.
      1. Certain Definitions. For purposes of this Section, the following terms shall have the following meanings:
        1. "Stock Option" shall mean the Option and each other stock option to purchase shares of Common Stock (except stock options granted in lieu of an annual cash bonus) that has previously been granted to the Employee by the Company or any of its affiliates or predecessors-in-interest.
        2. "Stock Option Exercise Date" shall mean, with respect to each exercise of a Stock Option, the date upon which such Stock Option is exercised.
        3. "Restricted Period" shall mean, with respect to each exercise of a Stock Option, the period set forth in Section 1(c)(i) or (ii) hereof, respectively.
        4. The "Fair Market Value" of a share of Common Stock on any day shall be equal to the last sale price, regular way, of a share of Common Stock on such day (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 the principal United States national securities exchange on which the Common Stock is listed or admitted to trading.
      2. Refund of Stock Option Gains; Termination of Stock Options. If the Employee shall exercise a Stock Option at any time on or after the Grant Date and any of the events set forth in Section 1(c)(i) or (ii) hereof shall occur during the respective Restricted Period for such exercise, then:
        1. Refund of Stock Option Gains. The Employee shall immediately deliver to the Company with respect to such exercise, an amount in cash equal to:
          1. the aggregate Fair Market Value, determined as of the Stock Option Exercise Date, of the shares of Common Stock issued upon such exercise; minus
          2. the aggregate exercise price paid, whether in cash or by the delivery or withholding of shares of Common Stock, upon such exercise.
        2. Termination of All Stock Options. All Stock Options that would otherwise be outstanding shall terminate on the Stock Option Exercise Date.
      3. Triggering Events. The events referred to in Section 1(b) hereof are as follows:
        1. Competing With the Company After Voluntary Termination of Employment and Prior to Six Months After the Stock Option Exercise Date. The Employee participating, as a director, officer, employee, agent, consultant or greater than 5% equity holder (collectively, "Participating"), in any of the following during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily terminated (the "Voluntary Employment Termination Date"), there being a presumption that any termination of employment is voluntary, and continuing until six months after the Stock Option Exercise Date (for the purpose of such event, the "Restricted Period"):
          1. Participating in any manner in any enterprise that competes with, or is becoming a competitor of, the Company (if the Employee is a Corporate Employee) or any operating business unit of the Company in which the Employee has been employed within one year prior to the Voluntary Employment Termination Date (if the Employee is not a Corporate Employee) in any city in which the Company or such business unit, respectively, provides services or products on the Voluntary Employment Termination Date; or
          2. Participating in any other organization or business, which organization or business, or which Participation therein, is or is becoming otherwise prejudicial to or in conflict with the interests of the Company.
        2. Engaging in Certain Activities After Voluntary Or Involuntary Termination of Employment and Prior to One Year After the Stock Option Exercise Date. The Employee engaging in any of the following activities during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily or involuntarily terminated (the "Employment Termination Date") and continuing until one year after the Stock Option Exercise Date (for the purpose of such events, the "Restricted Period"):
          1. Solicitation of Customers or Prospective Customers. Directly or indirectly soliciting any of the following with respect to any of the services or products that the Company or any of its affiliates then provide to customers:
            1. any person or entity that the Employee knew to be a customer of the Company or any of its affiliates; or
            2. any person or entity whose business the Employee solicited on behalf of the Company or its affiliates during the one-year period preceding the Employment Termination Date.
          2. Solicitation or Hiring of Employees. Directly or indirectly soliciting or hiring any person who then is an employee of the Company or any of its affiliates.
          3. Disclosure of Confidential Information. Use, or disclosure, communication or delivery to any person or entity, of any confidential business information or trade secrets that the Employee obtained during the course of his or her employment with the Company or any of its affiliates (collectively, "Confidential Information"). Confidential Information includes, without limitation, the following:
            1. non-public financial information;
            2. non-public operational information, including, without limitation, information relating to business or market strategies, pricing policies and methodologies, research and development plans, or the introduction of new services or products;
            3. information regarding employees, including, without limitation, names, addresses, contact information and compensation;
            4. information regarding customers and suppliers, including, without limitation, names, addresses, contact information and requirements, and the terms and conditions of the business arrangements with such customers and suppliers;
            5. information regarding potential acquisitions or dispositions of businesses or products; and
            6. information relating to proprietary technological or intellectual property, or the operational or functional features or limitations thereof.
      4. Release of Forfeiture Obligations.
        1. Notwithstanding the foregoing, the Employee shall be released from (A) all of his or her obligations under Section 1(b) hereof in the event that a Change of Control (as hereinafter defined) occurs within three years prior to the Employment Termination Date, and (B) some or all of his or her obligations under Section 1(b) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company's Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discretion, that such release is in the best interests of the Company.
        2. "Change of Control" shall mean the first to occur of the following events: (A) the dissolution or liquidation of the Company; (B) a sale of substantially all of the property and assets of the Company; (C) 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 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 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, (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 Exchange Act (as hereinafter defined).
      5. Effect on Other Rights and Remedies. The rights of the Company set forth in this Section 1 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Se
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more