EXHIBIT 10.8
COMPUTER SCIENCES CORPORATION
1992 STOCK INCENTIVE PLAN
As amended August 9, 1993
Section 1: PURPOSE OF PLAN
The purpose of this 1992 Stock Incentive Plan ("Plan") of Computer
Sciences Corporation, a Nevada corporation (the "Company"), is to enable the
Company and its subsidiaries to attract, retain and motivate their employees
by providing for or increasing the proprietary interests of such employees in
the Company.
Section 2: PERSONS ELIGIBLE UNDER PLAN
Any person, including any director of the Company, who is an employee of
the Company or any of its subsidiaries (an "Employee") shall be eligible to be
considered for the grant of Awards (as hereinafter defined) hereunder.
Section 3: AWARDS
(a) The Committee (as hereinafter defined), on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with an
Employee that is not inconsistent with the provisions of this Plan and that by
its terms, involves or might involve the issuance of (i) shares of common
stock, par value $1.00 per share, of the Company ("Common Shares"), or (ii) a
Derivative Security (as such term is defined in Rule 16a-1 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such
Rule may be amended from time to time) with an exercise or conversion
privilege at a price related to the Common Shares or with a value derived from
the value of the Common Shares. The entering into of any such arrangement is
referred to herein as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or structure and may
include, but are not limited to, sales, bonuses and other transfers of stock,
restricted stock, stock options, reload stock options, stock purchase
warrants, other rights to acquire stock, securities convertible into or
redeemable for stock, stock appreciation rights, limited stock appreciation
rights, phantom stock, dividend equivalents, performance units or performance
shares, and an Award may consist of one such security or benefit, or two or
more of them in tandem or in the alternative.
(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Committee, in its sole
and absolute discretion, shall determine all of the terms and conditions of
each Award granted hereunder, which terms and conditions may include, among
other things:
(i) any provision necessary for such Award to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code (an "Incentive
Stock Option");
(ii) a provision permitting the recipient of such Award (including any
recipient who is a director or officer of the Company) to pay the purchase
price of the Common Shares or other property issuable pursuant to such Award,
and/or to pay such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by delivering previously owned shares of
capital stock of the Company (including "pyramiding") or other property,
and/or by reducing the amount of Common Shares or other property otherwise
issuable pursuant to such Award; or
(iii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a specified
percentage of the voting power of the Company, the dissolution or liquidation
of the Company, a sale of substantially all of the property and assets of the
Company or an event of the type described in Section 7 hereof.
Section 4: STOCK SUBJECT TO PLAN
(a) The aggregate number of Common Shares that may be issued pursuant to
all Incentive Stock Options granted under this Plan shall not exceed
1,000,000, subject to adjustment as provided in Section 7 hereof.
(b) At any time, the aggregate number of Common Shares issued and
issuable pursuant to all Awards (including all Incentive Stock Options)
granted under this Plan shall not exceed 1,000,000, subject to adjustment as
provided in Section 7 hereof.
(c) For purposes of Section 4(b) hereof, the aggregate number of Common
Shares issued and issuable pursuant to Awards granted under this Plan shall at
any time be deemed to be equal to the sum of the following:
(i) the number of Common Shares which were issued prior to such time
pursuant to Awards granted under this Plan, other than Common Shares which
were subsequently reacquired by the Company pursuant to the terms and
conditions of such Awards and with respect to which the holder thereof
received no benefits of ownership such as dividends; plus
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(ii) the number of Common Shares which were otherwise issuable prior
to such time pursuant to Awards granted under this Plan but which were
withheld by the Company as payment of the purchase price of the Common Shares
issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares which are or may be issuable
at or after such time pursuant to Awards granted under this Plan.
Section 5: DURATION OF PLAN
Awards may not be granted under this Plan after June 15, 2002. Although
Common Shares may be issued after June 15, 2002 pursuant to Awards that were
duly granted prior to such date, no Common Shares may be issued under this
Plan after June 15, 2012.
Section 6: ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee of the Board of
Directors (the "Committee") consisting of two or more directors, each of whom
is a Disinterested Person (as such term is defined in Rule 16b-3 promulgated
under the Exchange Act, as such Rule may be amended from time to time).
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which persons meet the requirements of Section 2 hereof
for eligibility under this Plan and to which of such eligible persons, if any,
Awards shall be granted hereunder;
(iii) grant Awards to eligible persons and determine the terms and
conditions thereof, including the number of Common Shares issuable pursuant
thereto;
(iv) determine whether, and the extent to which adjustments are
required pursuant to Section 7 hereof; and
(v) interpret and construe this Plan and the terms and conditions of
any Award granted hereunder.
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Section 7: ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property and/or
a different number or kind of securities, or if cash, property and/or
securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or if substantially all of the property and assets of
the Company are sold, then, unless the terms of such transaction shall provide
otherwise:
(a) the Committee shall make appropriate and proportionate adjustments in
the number and type of shares or other securities or cash or other property
that may be acquired pursuant to Awards theretofore granted under this Plan;
and
(b) the Committee shall make appropriate and proportionate adjustments in
the maximum number and type of shares or other securities that may be issued
pursuant to Awards thereafter granted under this Plan.
Section 8: AMENDMENT AND TERMINATION OF PLAN
The Board of Directors may amend or terminate this Plan at any time and in any
manner, subject to the following:
(a) the recipient of any Award shall not be deprived of such Award or any
of his or her rights thereunder or with respect thereto without his or her
consent as a result of any such amendment or termination; and
(b) if any rule, regulation or procedure of any national securities
exchange upon which any securities of the Company are listed, or any listing
agreement with any such securities exchange, requires that any such amendment
be approved by the shareholders of the Company, then such amendment shall not
be effective unless and until it is approved by the affirmative vote of the
holders of a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting of the shareholders of the
Company.
Section 9: TRANSITIONAL PROVISIONS
(a) Any Award granted under this Plan to an Employee who is then subject
to Section 16 of the Exchange Act shall be subject to the following
limitations:
(i) If Common Shares will or may in the future be issued pursuant to
such Award for any consideration other than services rendered
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by such Employee, the amount of such consideration shall either (A) be equal
to the par value of such shares or (B) be equal to or greater than 50% of the
Fair Market Value (as hereinafter defined) of such shares on the date of grant
of such Award. The "Fair Market Value" of a Common Share on any day shall be
equal to the last sale price, regular way, of a Common Share on such day, 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 national securities exchange on which the
Common Shares are listed or admitted to trading.
(ii) If such Award is an option or similar right (including a stock
appreciation right), then such Award (A) shall not be transferable other than
by will or the laws of descent and distribution and (B) shall be exercisable
during such Employee's lifetime only by such Employee or by his or her
guardian or legal representative.
(b) Notwithstanding Section 6(a) hereof, the Committee shall consist of
three or more directors of the Company, each of whom is both (i) a
Disinterested Person (as such term is defined in Rule 16b-3 promulgated under
the Exchange Act and in effect on April 30, 1991) and (ii) a Disinterested
Person (as such term is defined in Rule 16b-3, as amended effective May 1,
1991, and as such Rule may be further amended from time to time).
(c) This Section 9 shall be effective until, but only until, September 1,
1994 or such earlier date as shall be specified by the Board of Directors.
Section 10: EFFECTIVE DATE OF PLAN
This Plan shall be effective as of June 15, 1992, the date upon which it
was approved by the Board of Directors; provided, however, that no Common
Shares may be issued under this Plan until it has been approved by the
affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting of the
shareholders of the Company.
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