EXHIBIT 10.20
COMPUTER SCIENCES CORPORATION
1997 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
ACCRUED BENEFIT RESTRICTED STOCK UNIT AGREEMENT
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This Accrued Benefit Restricted Stock Unit Agreement ("Agreement") is
made and entered into as of the date indicated on the signature page hereto (the
"Grant Date") by and between Computer Sciences Corporation, a Nevada corporation
(the "Company"), and the nonemployee director of the Company executing this
Agreement (the "Director").
WHEREAS, the Company's 1997 Nonemployee Director Stock Incentive Plan
(the "Plan") was adopted by the Board of Directors of the Company (the "Board")
on June 16, 1997 and approved by the stockholders of the Company on August 11,
1997;
WHEREAS, pursuant to the Plan, the Company is authorized to grant
awards to directors of the Company who are not, and have never, employees of the
Company or any of its subsidiaries;
WHEREAS, such awards may include restricted stock units with respect
to shares of the common stock, par value $1.00 per share, of the Company (the
"Common Stock"), which restricted stock units shall contain such terms and
conditions as may be determined by the Board, as the administrator of the Plan;
and
WHEREAS, the Company desires to grant to the Director, and the
Director desires to accept, a restricted stock unit upon the terms and
conditions set forth herein, which terms and conditions have been approved by
the Board;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Grant of RSU. The Company hereby grants to the Director, and the
------------
Director hereby accepts, a restricted stock unit with respect to the number of
shares of Common Stock indicated on the signature page hereto (the "Total RSU
Shares") upon the terms and conditions set forth in this Agreement (the "RSU").
2. Adjustment of Total RSU Shares. In the event that the outstanding
------------------------------
securities of the class then subject to the RSU are increased, decreased or
exchanged for or converted into cash, property and/or a different number or kind
of securities, or 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, reclassification, dividend (other than
a regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then the Board shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that are thereafter subject to the RSU.
3. Nontransferability of RSU. Neither the RSU nor any interest
-------------------------
therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner other than by will or the laws of descent
and distribution.
4. Plan. The RSU is granted pursuant to the Plan, as in effect on
----
the Grant Date, and is subject to all the terms and conditions of the Plan, as
the same may be amended from time to time; provided, however, that no such
amendment shall deprive the Director, without his or her consent, of the RSU or
of any of the Director's rights under this Agreement. The interpretation and
construction by the Board of the Plan and this Agreement shall be final and
binding upon the Director.
5. Stockholder Rights. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any of the
Total RSU Shares until the redemption of the RSU in accordance with the
provisions of this Agreement.
6. Successors. This Agreement shall be binding upon and inure to
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the benefit of the Company and its successors and assigns, on the one hand, and
the Director and his or her heirs, beneficiaries, legatees and personal
representatives, on the other hand.
7. Entire Agreement; Amendments and Waivers. This Agreement embodies
----------------------------------------
the entire understanding and agreement of the parties with respect to the
subject matter hereof, and no promise, condition, representation or warranty,
express or implied, not stated or incorporated by reference herein, shall bind
either party hereto. None of the terms and conditions of this Agreement may be
amended, modified, waived or canceled except by a writing, signed by the parties
hereto specifying such amendment, modification, waiver or cancellation. A
waiver by either party at any time of compliance with any of the terms and
conditions of this Agreement shall not be considered a modification,
cancellation or consent to a future waiver of such terms and conditions or of
any preceding or succeeding breach thereof, unless expressly so stated.
8. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the State of California applicable
to contracts made and performed entirely within such state.
9. Redemption of RSU.
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(a) The RSU shall not be redeemable prior to the date upon which
the Director ceases to be a director of the Company (the "Termination
Date"). The Company shall redeem the RSU by delivering to the Director (or
after the Director's death, to the beneficiary designated by the Director
for such purpose), at such time or times as the Director shall elect
pursuant to Sections 9(c) and (d) hereof, the Total RSU Shares and the
Dividend Equivalents (as hereinafter defined).
(b) The term "Dividend Equivalents" shall mean, with respect to
each Total RSU Share being delivered by the Company upon redemption of the
RSU, an amount in cash equal to the aggregate amount of all regular cash
dividends paid on a share of Common Stock during the period between the
Grant Date and the date of such redemption, together with interest thereon
at the rate credited to amounts deferred under the Company's Deferred
Compensation Plan, as such rate is changed from time to time.
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(c) Subject to Section 9(d) hereof, the Director hereby
irrevocably elects for the RSU to be redeemed, and for the Total RSU Shares and
the Dividend Equivalents to be delivered by the Company to the Director, at the
following time or times: [CHECK ONE OF THE FOLLOWING]
_____ (i) as an entirety within 30 days following the Termination
Date
_____ (ii) in as equal amounts of whole shares as possible on each of
the first five anniversaries of the Termination Date
_____ (iii) in as equal amounts of whole shares as possible on each of
the first ten anniversaries of the Termination Date
_____ (iv) in as equal amounts of whole shares as possible on each of
the first fifteen anniversaries of the Termination Date
(d) Notwithstanding Section 9(c) hereof, in the event that the
Director shall die at any time prior to the redemption in full of the RSU, the
Director hereby irrevocably elects for the previously unredeemed part of the RSU
to be redeemed, and for the previously undelivered Total RSU Shares and Dividend
Equivalents to be delivered by the Company to beneficiary designated by the
Director for such purpose, at the following time or times:
[CHECK ONE OF THE FOLLOWING]
_____ (i) as an entirety within 30 days following the date of death
_____ (ii) in as equal amounts of whole shares as possible over the
remaining term of the five, ten or fifteen-year period
elected pursuant to Section 9(d) hereof
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the Grant Date indicated below.
DIRECTOR COMPUTER SCIENCES CORPORATION
___________________________ By_________________________
[NAME] Van B. Honeycutt
Grant Date: [DATE] Chairman, President and
Total RSU Shares: [NUMBER] Chief Executive Officer
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COMPUTER SCIENCES CORPORATION
1997 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
FUTURE BENEFIT RESTRICTED STOCK UNIT AGREEMENT
----------------------------------------------
This Future Benefit Restricted Stock Unit Agreement ("Agreement") is
made and entered into as of the date indicated on the signature page hereto (the
"Grant Date") by and between Computer Sciences Corporation, a Nevada corporation
(the "Company"), and the nonemployee director of the Company executing this
Agreement (the "Director").
WHEREAS, the Company's 1997 Nonemployee Director Stock Incentive Plan
(the "Plan") was adopted by the Board of Directors of the Company (the "Board")
on June 16, 1997 and approved by the stockholders of the Company on August 11,
1997;
WHEREAS, pursuant to the Plan, the Company is authorized to grant
awards to directors of the Company who are not, and have never, employees of the
Company or any of its subsidiaries;
WHEREAS, such awards may include restricted stock units with respect
to shares of the common stock, par value $1.00 per share, of the Company (the
"Common Stock"), which restricted stock units shall contain such terms and
conditions as may be determined by the Board, as the administrator of the Plan;
and
WHEREAS, the Company desires to grant to the Director, and the
Director desires to accept, a restricted stock unit upon the terms and
conditions set forth herein, which terms and conditions have been approved by
the Board;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Grant of RSU. The Company hereby grants to the Director, and the
------------
Director hereby accepts, a restricted stock unit with respect to the number of
shares of Common Stock indicated on the signature page hereto (the "Total RSU
Shares") upon the terms and conditions set forth in this Agreement (the "RSU").
2. Adjustment of Total RSU Shares. In the event that the outstanding
------------------------------
securities of the class then subject to the RSU are increased, decreased or
exchanged for or converted into cash, property and/or a different number or kind
of securities, or 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, reclassification, dividend (other than
a regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then the Board shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that are thereafter subject to the RSU.
3. Nontransferability of RSU. Neither the RSU nor any interest
-------------------------
therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner other than by will or the laws of descent
and distribution.
4. Plan. The RSU is granted pursuant to the Plan, as in effect on
----
the Grant Date, and is subject to all the terms and conditions of the Plan, as
the same may be
amended from time to time; provided, however, that no such amendment shall
deprive the Director, without his or her consent, of the RSU or of any of the
Director's rights under this Agreement. The interpretation and construction by
the Board of the Plan and this Agreement shall be final and binding upon the
Director.
5. Stockholder Rights. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any of the
Total RSU Shares until the redemption of the RSU in accordance with the
provisions of this Agreement.
6. Successors. This Agreement shall be binding upon and inure to the
----------
benefit of the Company and its successors and assigns, on the one hand, and the
Director and his or her heirs, beneficiaries, legatees and personal
representatives, on the other hand.
7. Entire Agreement; Amendments and Waivers. This Agreement embodies
----------------------------------------
the entire understanding and agreement of the parties with respect to the
subject matter hereof, and no promise, condition, representation or warranty,
express or implied, not stated or incorporated by reference herein, shall bind
either party hereto. None of the terms and conditions of this Agreement may be
amended, modified, waived or canceled except by a writing, signed by the parties
hereto specifying such amendment, modification, waiver or cancellation. A
waiver by either party at any time of compliance with any of the terms and
conditions of this Agreement shall not be considered a modification,
cancellation or consent to a future waiver of such terms and conditions or of
any preceding or succeeding breach thereof, unless expressly so stated.
8. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the State of California applicable
to contracts made and performed entirely within such state.
9. Redemption of RSU.
-----------------
(a) The RSU shall not be redeemable prior to the date upon which
the Director ceases to be a director of the Company (the "Termination
Date"). The Company shall redeem the RSU by delivering to the Director (or
after the Director's death, to the beneficiary designated by the Director
for such purpose), at such time or times as the Director shall elect
pursuant to Sections 9(d) and (e) hereof, the Redemption Shares and the
Dividend Equivalents (as such terms are hereinafter defined).
(b) The term "Redemption Shares" shall mean that number of shares
of Common Stock equal to the following percentage of the Total RSU Shares,
rounded to the nearest whole share, determined as of the Termination Date:
Percentage of Total RSUs Shares
Number of Full Years of Service as Director (Rounded to the Nearest Whole Share)
Between Grant Date and Termination Date To Be Delivered Upon Redemption of RSU
------------------------------------------- --------------------------------------
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
At least 5 100%
2
(c) The term "Dividend Equivalents" shall mean, with respect to
each Redemption Share being delivered by the Company upon redemption of the
RSU, an amount in cash equal to the aggregate amount of all regular cash
dividends paid on a share of Common Stock during the period between the
Grant Date and the date of such redemption, together with interest thereon
at the rate credited to amounts deferred under the Company's Deferred
Compensation Plan, as such rate is changed from time to time.
(d) Subject to Section 9(e) hereof, the Director hereby
irrevocably elects for the RSU to be redeemed, and for the Redemption
Shares and the Dividend Equivalents to be delivered by the Company to the
Director, at the following time or times:
[CHECK ONE OF THE FOLLOWING]
_____ (i) as an entirety within 30 days following the Termination
Date
_____ (ii) in as equal amounts of whole shares as possible on each
of the first five anniversaries of the Termination Date
_____ (iii) in as equal amounts of whole shares as possible on each
of the first ten anniversaries of the Termination Date
_____ (iv) in as equal amounts of whole shares as possible on each
of the first fifteen anniversaries of the Termination
Date
(e) Notwithstanding Section 9(d) hereof, in the event that
the Director shall die at any time prior to the redemption in full of the
RSU, the Director hereby irrevocably elects for the previously unredeemed
part of the RSU to be redeemed, and for the previously undelivered
Redemption Shares and Dividend Equivalents to be delivered by the Company
to beneficiary designated by the Director for such purpose, at the
following time or times:
[CHECK ONE OF THE FOLLOWING]
_____ (i) as an entirety within 30 days following the date of death
_____ (ii) in as equal amounts of whole shares as possible over the
remaining term of the five, ten or fifteen-year period
elected pursuant to Section 9(d) hereof
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the Grant Date indicated below.
DIRECTOR COMPUTER SCIENCES CORPORATION
By
- ------------------------------ ----------------------------
[NAME] Van B. Honeycutt
Grant Date: [DATE] Chairman, President and
Chief Executive Officer
Total RSU Shares: [NUMBER]
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