EXHIBIT 10.16
COMPUTER SCIENCES CORPORATION
1990 NONEMPLOYEE DIRECTOR RETIREMENT PLAN
As amended February 2, 1998
Section 1: PURPOSE OF PLAN
The purpose of this 1990 Nonemployee Director Retirement Plan ("Plan") of
Computer Sciences Corporation, a Nevada corporation (the "Company"), is to
enable the Company to attract and retain nonemployee directors of the highest
quality by furnishing certain retirement benefits to such persons.
Section 2: PARTICIPATION
Each person who satisfies all of the following conditions (a
"Participant") shall participate in this Plan:
(a) such person has served as a director of the Company after the
effective date of this Plan and prior to December 6, 1996;
(b) such person has served as a director of the Company for at least
five years;
(c) such person is not, and has never been, an employee of the Company;
and
(d) such person has attained age 70 prior to December 6, 1996.
Section 3: BENEFITS
(a) Each month during a Participant's Benefit Period (as hereinafter
defined), the Company shall pay to such Participant an amount equal to one-
twelfth of his or her Annual Retirement Benefit (as hereinafter defined).
(b) The "Annual Retirement Benefit," with respect to any Participant,
shall mean the sum of: (i) an amount equal to the annualized base retainer for
service as a director of the Company, excluding any retainer for service as a
member of a committee of the Board of Directors, in effect as of the last date
upon which such Participant served as a director of the Company; plus (ii) an
amount equal to the fee for attending a regularly scheduled meeting of the
full Board of Directors in effect as of such date, multiplied by the number of
regularly scheduled meetings of the full Board of Directors held during the
calendar year ending on such date.
(c) The "Benefit Period," with respect to any Participant, shall mean
that period of time commencing on the later of (i) the date upon which such
Participant shall cease to be a director of the Company for any reason
whatsoever, or (ii) the date upon which such Participant shall attain age 65,
and continuing for that number of years equal to the number of complete years
such Participant served as a director of the Company; provided, however, that
if such Participant shall have served as a director of the Company for at
least 10 years, then the Benefit Period shall continue for 10 years or until
such later date upon which such Participant shall die.
(d) In the event that a Participant shall die while a director of the
Company or prior to the expiration of his or her Benefit Period, the balance
of the benefits payable to such Participant pursuant to this Section 3 shall
instead be payable to the person or entity designated in writing by such
Participant for such purpose (the "Designated Beneficiary").
(e) Notwithstanding the foregoing, the benefits otherwise payable with
respect to a Participant pursuant to this Section 3 shall be denied or
discontinued if a majority of the disinterested directors of the Company shall
determine that:
(i) such Participant has willfully failed to perform his or her
duties as a director of the Company (other than any such failure resulting
from such Participant's incapacity due to physical or mental illness);
(ii) such Participant has failed to make himself or herself
available to the Board of Directors, and to provide such advice and counsel as
may be reasonably requested by the Board of Directors, after such Participant
has ceased to be a director of the Company; or
(iii) such Participant or, after the death of such Participant, the
Designated Beneficiary of such Participant, has willfully engaged in conduct
that is in competition with the business of the Company or is materially
injurious to the Company, monetarily or otherwise.
For purposes of this Section 3(e), an act or failure to act shall be
considered willful if not in good faith and with the reasonable belief that
such act or failure to act was in the best interests of the Company.
Section 4: SOURCE OF PAYMENTS
(a) Subject to Section 4(b):
(i) all benefits payable under this Plan shall be paid in cash
from the general funds of the Company, and no trust account, escrow, fiduciary
relationship or other security arrangement shall be established to assure
payment;
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(ii) no Participant shall have any right, title or interest in or
to any investment that the Company may make in anticipation of the potential
payment obligations hereunder;
(iii) nothing contained in this Plan and no action taken pursuant hereto
shall create or be construed to create a trust of any kind or a fiduciary
relationship between the Company and any Participant or any other person or
entity; and
(iv) to the extent that any person or entity acquires a right to
receive benefits from the Company under this Plan, such right shall be no
greater than, nor different from, the right of any unsecured general creditor
of the Company.
(b) Not later than the occurrence of a Change in Control (as defined in
the Company's Supplemental Executive Retirement Plan), the Company shall cause
to be transferred to a grantor trust described in Section 671 of the Internal
Revenue Code, assets equal in value to all accrued obligations under this Plan
as of one day following a Change in Control, in respect of both active and
retired Participants as of that date. Such trust by its terms shall, among
other things, be irrevocable. The value of liabilities and assets transferred
to the trust shall be determined by one or more nationally recognized firms
qualified to provide actuarial services as described in Section 4 of the
Company's Severance Plan for Senior Management and Key Employees. The
establishment and funding of such trust shall not affect the obligation of the
Company to provide benefits payments under the terms of this Plan to the
extent such benefits are not paid from the trust.
Section 5: ADMINISTRATION OF PLAN
This Plan shall be administered by the Chief Executive Officer of the
Company, or such other officer of the Company as shall be designated by the
Board of Directors (the "Administrator"). Subject to the provisions of this
Plan, the Administrator 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:
(a) adopt, amend and rescind rules and regulations relating to this
Plan;
(b) determine which directors of the Company meet the requirements of
Section 2 hereof for participation in this Plan; and
(c) interpret and construe the terms and provisions of this Plan.
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All such rules, regulations, determinations, interpretations and other
actions of the Administrator shall be final and binding upon all persons and
entities interested in this Plan.
Section 6: EFFECTIVE DATE AND DURATION OF PLAN
This Plan is effective as of December 10, 1990, the date upon which it
was adopted by the Board of Directors. This Plan shall continue in effect
until terminated by the Board of Directors pursuant to Section 7 hereof.
Section 7: AMENDMENT AND TERMINATION OF PLAN
The Board of Directors may amend or terminate this Plan at any time and
in any manner; provided however, that no such amendment or termination shall
reduce retroactively the benefits to which any Participant would have been
entitled under this Plan in the event that he or she had ceased to be a
director of the Company on the day immediately preceding the date of such
amendment or termination. Notwithstanding the foregoing, Section 4 shall not
be amended in any respect on or after a Change in Control (as defined in the
Company's Supplemental Executive Retirement Plan).
Section 8: NOTICES
Any notice, request, demand and other communication hereunder shall be in
writing and shall be delivered by hand or sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:
If to the Company: Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
Attention: Chief Executive Officer
If to a Participant or To the most recent address of such
Designated Beneficiary: person or entity as shown in the
Company's records
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.
Section 9: GOVERNING LAW
This Plan shall be governed by and construed in accordance with the laws
of the State of Nevada.