STOCK OPTION AGREEMENTEquity Contribution Agreement |
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COMPUTER SCIENCES CORP. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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>
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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. |
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______________________________________
<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.
- Forfeiture Obligations.
- Certain Definitions.
For purposes of this Section,
the following terms shall have the following meanings:
- "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.
- "Stock Option Exercise Date" shall
mean, with respect to each exercise of a Stock Option, the date upon
which such Stock Option is exercised.
- "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.
- 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.
- 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:
- Refund of Stock Option Gains.
The Employee shall immediately deliver to the Company with respect to
such exercise, an amount in cash equal to:
- the aggregate Fair Market Value, determined
as of the Stock Option Exercise Date, of the shares of Common Stock
issued upon such exercise; minus
- the aggregate exercise price paid, whether in
cash or by the delivery or withholding of shares of Common Stock, upon
such exercise.
- Termination of All Stock Options.
All Stock Options that would otherwise be outstanding shall terminate
on the Stock Option Exercise Date.
- Triggering Events. The
events referred to in Section 1(b) hereof are as follows:
- 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"):
- 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
- 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.
- 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"):
- 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:
- any person or entity that the Employee knew
to be a customer of the Company or any of its affiliates; or
- 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.
- 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.
- 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:
- non-public financial information;
- 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;
- information regarding employees, including,
without limitation, names, addresses, contact information and
compensation;
- 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;
- information regarding potential acquisitions
or dispositions of businesses or products; and
- information relating to proprietary
technological or intellectual property, or the operational or
functional features or limitations thereof.
- Release of Forfeiture Obligations.
- 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.
- "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).
- 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







