EXHIBIT 10.10
COMPUTER SCIENCES CORPORATION
1998 STOCK INCENTIVE PLAN
Section 1: PURPOSE OF PLAN
The purpose of this 1998 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.
(e) Notwithstanding any other provision of this Plan, the maximum
number of Common Shares with respect to which options or rights may be granted
under this Plan to any Employee during any fiscal year shall be 500,000,
subject to adjustment as provided 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 9,000,000, 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 9,000,000, 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:
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(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
(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
No Awards may be granted under this Plan after June 15, 2008.
Although Common Shares may be issued after June 15, 2008 pursuant to Awards
that were duly granted prior to such date, no Common Shares may be issued
under this Plan after June 15, 2018.
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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 both a Disinterested Person for purposes of Rule 16b-3 promulgated
under the Exchange Act and an Outside Director for purposes of Section 162(m)
of the Internal Revenue Code, as such Rule and such Section 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 are Employees, and to which of
such Employees, if any, Awards shall be granted hereunder;
(iii) grant Awards to Employees 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 all Awards granted hereunder.
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, the Committee shall make appropriate and proportionate adjustments
in:
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(a) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Incentive Stock Options and
other Awards theretofore granted under this Plan;
(b) the maximum number and type of shares or other securities
that may be issued pursuant to Incentive Stock Options and other Awards
thereafter granted under this Plan; and
(c) the maximum number of Common Shares with respect to which
options or rights may thereafter be granted under this Plan to any Employee
during any fiscal year.
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) no recipient of any Award shall, without his or her consent,
be deprived thereof or of any of his or her rights thereunder or with respect
thereto as a result of 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 stockholders 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 stockholders
of the Company.
Section 9: EFFECTIVE DATE OF PLAN
This Plan shall be effective as of June 15, 1998, 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
stockholders of the Company.
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