EXHIBIT
10.6
Grant
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STOCK OPTION AGREEMENT
This
Stock Option 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,
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] shares of
Common Stock (the “Option Shares”) at an exercise
price of [EXERCISE 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 “
[__]
” 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
(Shares) 1st
Anniversary of the Grant Date
(Shares) 2nd
Anniversary of the Grant Date
(Shares) 3rd
Anniversary of the Grant Date
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the Grant Date.
EMPLOYEE COMPUTER
SCIENCES CORPORATION
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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]
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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]
[ADD1]
[ADD2]
[ADD3]
By
______________________________
Michael
W. Laphen
President
and Chief Executive Officer
By
______________________________
Donald
G. DeBuck
Vice
President and Chief Financial Officer
b
STOCK OPTION SCHEDULE [__]
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 .
(a)
Certain Definitions .
For
purposes of this Section, the following terms shall have the
following meanings:
(i) “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.
(ii) “Stock
Option Exercise Date” shall mean, with respect to each
exercise of a Stock Option, the date upon which such Stock Option
is exercised.
(iii) “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.
(iv) 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.
(b)
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:
(i)
Refund of Stock Option Gains . The
Employee shall immediately deliver to the Company with respect to
such exercise, an amount in cash equal to:
(A) the
aggregate Fair Market Value, determined as of the Stock Option
Exercise Date, of the shares of Common Stock issued upon such
exercise; minus
(B) the
aggregate exercise price paid, whether in cash or by the delivery
or withholding of shares of Common Stock, upon such
exercise.
(ii)
Termination of All Stock Options . All Stock
Options that would otherwise be outstanding shall terminate on the
Stock Option Exercise Date.
(c)
Triggering Events . The
events referred to in Section 1(b) hereof are as
follows:
(i)
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”):
(A) 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
(B) 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.
(ii)
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”):
(A)
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.
(B)
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.
(C)
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.
(d)
Release of Forfeiture Obligations .
(i) 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.
(ii) “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.
(e)
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 Section 1(c)
hereof.
(f)
Certification Upon Exercise of Stock Options . Upon
exercise of any Stock Option, the Employee shall certify on a form
acceptable to the Committee that none of the events set forth in
Section 1(c)(i) or 1(c)(ii) hereof shall have
occurred.
(g)
Amendment of All Other Stock Option Agreements . All other
stock option agreements covering Stock Options shall be deemed
covered and amended by Section 1(b)(ii) and 1(f)
hereof.
(h)
Reasonableness . The
Employee agrees that the terms and conditions set forth in Section
1 hereof are fair and reasonable and are reasonably required for
the protection of the interests of the Company. If, however, in any
judicial proceeding any provision of Section 1 hereof is found to
be so broad as to be unenforceable, the Employee and the Company
agree that such provision shall be interpreted to be only so broad
as to be enforceable.
2.
Acceleration and Termination .
(a)
Termination of Status
as Full-Time Employee .
(i)
Termination at Age 62
or Older .
(A) If
the Employee’s status as a full-time employee of the Company
or any of its subsidiaries is terminated at age 62 or older for no
reason, or for any reason other than Cause (as hereinafter
defined), including, without limitation, by reason of death or
Disability (as hereinafter defined), then:
(1) if
the Employee 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 to the date of termination of full-time status
(the “Employment Termination Date”), then (a) the
portion of the Option that has not vested on or prior to such date
shall fully vest immediately prior to such date, and (b) subject to
Section 2(a)(ii) hereof, the Option shall terminate upon the
earlier of the Expiration Date or the fifth anniversary of the
Employment Termination Date; and
(2) if
the Employee shall not have been (and shall not for any other
purpose 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 to the Employment Termination Date,
then, subject to Section 2(a)(ii) hereof (a) the portion of the
Option that has not vested on or prior to such date 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
fifth anniversary of the Employment Termination Date.
(B) If
the Employee’s status as a full-time employee of the Company
or any of its subsidiaries is terminated at age 62 or older for
Cause, then (1) the portion of the Option that has not vested on or
prior to such date shall terminate on such date, and
(2)
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