On November 12, 2008, the Company announced Mr. Michael J. Mancuso, age 65, has been appointed to the position of Vice President and Chief Financial Officer, effective December 1, 2008. A copy of the press release announcing the same is attached hereto as Exhibit 99 and is incorporated herein by reference. In his position as Vice President and Chief Financial Officer, Mr. Mancuso will receive a base salary of $585,000 per year with a target bonus of 100% of base salary. He will also receive on his hire date a signing bonus of $150,000. In addition, Mr. Mancuso will receive three equity grants each awarded as a value (the number of shares determined in accordance with the CSC Equity Grant Policy) as follows: i) a stock option grant with a value basis of $438,750; ii) a service-vested restricted stock unit grant with a value basis of $438,750; and iii) a performance-based restricted stock unit (“performance share”) grant with a value basis of $585,000, such securities to be granted under the company’s stockholder approved employee equity plans and in accordance with the CSC Equity Grant Policy. Generally, stock option grants vest ratably over three years from the date of grant; service-vested restricted stock unit grants vest 100% on the third anniversary of the grant date; and performance share grants vest at the end of Fiscal 2011 with the number of shares paid out ranging between 0 and 200% of shares granted based on the achievement of certain financial performance goals established at the outset of Fiscal Year 2009 for the three year performance period. Vesting of each grant is subject to certain provisions related to employment continuity, and each grant is also subject to forfeiture under certain conditions. In addition to the foregoing, Mr. Mancuso is also eligible for use of a company car, financial planning services, change in control severance benefits and other plans available to senior executive employees of the company generally. |
