EXHIBIT10.8
Grant
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SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT
This
Service-Based 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 “RSU5” 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 date indicated
below, the number of shares of Common Stock indicated below
across from such date ("RSU Shares"), together with Dividend
Equivalents (as hereinafter defined):
RSU Shares
Redemption
Date
(Shares) 3rd
Anniversary of the Grant Date
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]
[SERVICE-BASED] RESTRICTED STOCK UNIT SCHEDULE RSU5
ADDITIONAL TERMS AND CONDITIONS
1.
Forfeiture
Obligations .
(a)
Certain Definitions . For
purposes of this Agreement, the following terms shall have the
following meanings:
(i) “Redemption
Date” shall mean, with respect to each RSU Share, the date
upon which the RSU was redeemed by the delivery of such RSU Share
to the Employee or the date upon which such RSU Share was cancelled
in payment of Taxes (as hereinafter defined).
(ii) “Measurement
Period” shall mean, with respect to each Redemption Date, the
period set forth in Section 1(c)(i) or (ii) hereof,
respectively.
(iii) 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.
(b)
Refund of Stock Value . If any of
the events set forth in Section 1(c)(i) or (ii) hereof shall
occur during the Measurement Period for any Redemption Date, then
the Employee shall immediately deliver to the Company an amount in
cash equal to the aggregate Fair Market Value, determined as of
such Redemption Date, of all RSU Shares which were delivered to the
Employee or cancelled in payment of Taxes on such Redemption
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 a Redemption Date
.
The Employee participating, as a director, officer,
employee, agent, consultant or greater than 5% equityholder
(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 a Redemption Date (for the purpose of such event,
and with respect to each such Redemption Date, the
“Measurement 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 a Redemption
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 a
Redemption Date (for the purpose of such events, and with respect
to each such Redemption Date, the “Measurement
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)
Reasonableness . The
Employee agrees that the terms and conditions set forth in this
Agreement 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 this Agreement
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.
Accelerated
Redemption of the RSU; Cancellation of the RSU
.
(a)
Termination of
Employment at Age 62 or Older Other than for Cause with at least 10
Years of Service; Approved Termination .
(i) If,
prior to the redemption of the RSU in full:
(A) 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, Disability (as
hereinafter defined), a lay-off or leave of absence, and 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,
or
(B) the
Employee's status as a full-time employee of the Company or any of
its subsidiaries is terminated and such termination is specifically
a
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