EXHIBIT 10.10
Grant
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CAREER SHARES
RESTRICTED STOCK UNIT AGREEMENT
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
______________________________
Michael
W. Laphen
Chairman,
President and Chief Executive Officer
By
______________________________
Donald
G. DeBuck
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]
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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.
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___________________________________________
[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
(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”),
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