EXHIBIT 10.3
AMENDMENT NO. 1 TO THE
1978 STOCK OPTION PLAN OF
COMPUTER SCIENCES CORPORATION
Subparagraph (e) of Paragraph (6) of the 1978 Stock Option Plan of
Computer Sciences Corporation is hereby amended to read in its entirety as
follows:
"(e) Exercise of Options. Each option shall be exercisable during
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the lifetime of an option holder, only by the option holder or a court
appointed representative in the event of an option holder's incapacity. In the
event of termination of employment of an option holder because of death, any
option may, prior to cancellation or expiration of such option, be exercised in
whole or in part by any person empowered to do so under any deceased option
holder's will or under the then applicable laws of descent and distribution.
Any exercisable option may be exercised in whole or in part; provided, however,
the Company shall not be required to issue fractional shares. Subject to the
foregoing, all or any part of the shares with respect to which the right to
purchase has accrued may be purchased at the time of such accrual or at any time
or times thereafter during the term of the option in addition to other shares
with respect to which the right to purchase has accrued. An option may be
exercised only by delivery to the Secretary or the Corporate Controller of the
Company, in a manner prescribed by the Committee, of a notice in writing (an
"Exercise Notice") stating that such option or a specified part thereof is
exercised. The purchase price on each exercise of an option shall be the option
price times the number of shares with respect to which such option or part
thereof is exercised. Except as hereinafter provided with respect to option
holders who exercise options prior to termination of employment with the
Company, the purchase price shall be paid in cash or by certified or cashier's
check accompanying the Exercise Notice. If the option is exercised by an option
holder prior to termination of employment with the Company, he or she may elect
in the Exercise Notice not to pay the entire purchase price pursuant to the
preceding sentence but instead to pay the purchase price for shares with respect
to which the option is exercised, in whole or in part, by the surrender to the
Company of outstanding whole shares of the Company's common stock of the same
class and of an aggregate value not exceeding the total purchase price for
shares with respect to which the option is exercised, in which case the excess
of such total purchase price over the value of the whole shares so surrendered
shall be paid in cash or by certified or cashier's check accompanying the
Exercise
Notice. If such option holder so elects to surrender whole shares of the
Company's common stock in payment of all or any portion of the purchase price,
certificates evidencing common stock so surrendered, properly endorsed or
assigned to the Company, shall accompany the Exercise Notice. Such stock will
be valued for this purpose at a price equal to the closing price on the New
York Stock Exchange on the date that he Exercise Notice is delivered. The
election to pay the purchase price in whole or in part by the surrender of out
standing whole shares of the Company's Common Stock is available to such option
holder provided that such Exercise Notice is delivered on a day on which the New
York Stock Exchange is open for business and that the Company's common stock
has not been suspended from trading at any time during that day. The
obligation of the Company to issue shares upon exercise of an option is subject
to the provisions of paragraph 7 below and to compliance with all applicable
requirements of law with respect to the issuance and sale of such shares."
The foregoing amendment to the 1978 Stock Option Plan of Computer
Sciences Corporation was adopted as of November 8, 1980, by unanimous resolution
of the Board of Directors of Computer Sciences Corporation.
President
Secretary
AMENDMENT NO. 2 TO THE
1978 STOCK OPTION PLAN OF
COMPUTER SCIENCES CORPORATION
Subparagraph (d) of Paragraph 6 of the 1978 Stock Option Plan of Computer
Sciences Corporation is hereby amended to read in its entirety as follows:
"(d) Termination of Exercisability. Upon the first to occur of the following
events, each then unexercised option or part thereof shall expire: (i) ten years
plus thirty days from the date such option was granted; or (ii) the date of
termination of employment for any reason whatsoever. However, in the event of
termination of employment by reason of death or permanent disability, any
unexercised option which was exercisable on the date of termination of
employment may, within one year, be exercised in full or in part by such holder
or, in the case of death, by any person empowered to do so under the deceased
option holder's will or under the then applicable laws of descent and
distribution."
The foregoing Amendment to the 1978 Stock Option Plan of Computer Sciences
Corporation was adopted as of April 9, 1984 by unanimous resolution of the Board
of Directors of Computer Sciences Corporation.
President
Secretary