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Computer Sciences - Exhbit 10.6 Restricted Stock Agreement
Exhibit 10.6
Grant #
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") is made and entered into as of (the "Grant Date") by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and , a full-time employee of the Company and/or one or more of its subsidiaries (the "Employee").
WHEREAS, pursuant to the Company's Stock Incentive Plan (the "Plan"), the Company desires to grant to the Employee, and the Employee desires to accept, shares of common stock, par value $1.00 per share, of the Company (the "Common Stock"), upon the terms and conditions and subject to the restrictions set forth herein, which terms, conditions and restrictions have been approved by the committee of the Board of Directors administering the Plan (the "Committee");
NOW, THEREFORE, in consideration of the foregoing recital and the covenants set forth herein, the parties hereto hereby agree as follows:
The Company hereby grants to the Employee, and the Employee hereby accepts, shares of Common Stock , which shares shall be subject to all of the terms, conditions and restrictions set forth in this Agreement, including, without limitation, those set forth in Schedule "RA1" attached hereto and incorporated herein by this reference (the "Restricted Shares").
No Restricted Share shall be sold, exchanged, assigned, alienated, pledged, hypothecated, gifted or otherwise transferred in any manner except to the extent expressly permitted pursuant to this Agreement (the "Transfer Restrictions"); provided, however, that upon the date of expiration of each "Forfeiture Period" indicated below (or such earlier date upon which such Forfeiture Period shall terminate pursuant to this Agreement), the Transfer Restrictions shall cease to apply to the number of Restricted Shares indicated below across from such expiration date:
Number of Expiration Date of
Restricted Shares Forfeiture Period
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.
EMPLOYEE
___________________________________________
The Employee acknowledges receipt of the Plan and a Prospectus relating to the Restricted Stock, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.
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RESTRICTED STOCK SCHEDULE RA1
ADDITIONAL TERMS AND CONDITIONS
Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings:
"Vesting Date" shall mean, with respect to each Restricted Share, the date upon which the Forfeiture Period for such share expires or terminates, and such Restricted Share shall be "vested" on and after the Vesting Date.
The "Fair Market Value" of a share of Common Stock or a vested Restricted Share on any date shall be equal to the last sale price, regular way, of a share of Common Stock on such date (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), 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 such securities exchange.
"Change of Control" shall mean the first to occur of the following events: (A) the dissolution or liquidation of the Company; (B) a sale of substantially all of the property and assets of the Company; (C) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which results in the Restricted Shares being exchanged for or converted into cash, property and/or securities not issued by the Company; (D) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the Restricted Shares being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represe nt less than 50% of the voting power of the Company immediately following such business combination, (E) any date upon which the directors of the Company who were nominated by the Board of Directors for election as directors cease to constitute a majority of the directors of the Company or (F) a change of control of the Company of the type required to be disclosed in a proxy statement pursuant to Item 6(e) (or any successor provision) of Schedule 14A of Regulation 14A promulgated under the Exchange Act (as hereinafter defined).
Accelerated Termination of Forfeiture Periods; Cancellation of Restricted Shares .
Termination of Employment at Age 62 or Older Other than for Cause.
If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reason other than Cause (as hereinafter defined), including, without limitation, by reason of death, Permanent Disability or an Approved Leave of Absence (as such capitalized terms are hereinafter defined), then each such Forfeiture Period shall terminate immediately prior to the close of business on the date upon which the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated (the "Employment Termination Date") and all Restricted Shares shall thereafter be vested.
"Cause" shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee's supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.
Termination of Employment Without Cause or for Good Reason at Age 61 or Younger.
If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is involuntarily terminated at age 61 or younger other than for Cause, or is voluntarily terminated at age 61 or younger for Good Reason (as hereinafter defined), then each such Forfeiture Period shall terminate immediately prior to the close of business on the Employment Termination Date and all Restricted Shares shall thereafter be vested.
The Employee's voluntary termination of employment shall be deemed to be for "Good Reason" if it occurs within six months of any of the following without the Employee's express written consent:
a material diminution in the Employee's duties, responsibilities or position;
the Company awards to the Employee an annual bonus in respect of any year that is less than 100% of the amount awarded to the Employee in respect of any prior year, unless due to reduced performance by the Company or by the Employee, applying reasonably equivalent standards with respect to both years; or
conduct by the Company occurs that would cause the Employee to commit fraudulent acts or would expose the Employee to criminal liability.
Termination of Employment by Death or Permanent Disability at Age 61 or Younger.
If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 61 or younger by reason of the death or Permanent Disability of the Employee, then each such Forfeiture Period shall terminate immediately prior to the close of business on the Employment Termination Date and all Restricted Shares shall thereafter be vested.
"Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The Employee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board of Directors of the Company in such form and manner, and at such times, as the Board of Directors may require. Any determination by the Board of Directors of the Company that the Employee does or does not have a Permanent Disability shall be final and binding upon the Company and the Employee.
Approved Leave of Absence at Age 61 or Younger. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 61 or younger by reason of a leave of absence approved in writing by the Company's Chief Executive Officer or Corporate Vice President of Human Resources (an "Approved Leave of Absence"), then:
each such Forfeiture Period shall (subject to subparagraph (ii) below) not expire or terminate until, but shall terminate on, the later of:
the date upon which it would otherwise have expired or terminated if the Employee had not ceased to be a full-time employee of the Company or its subsidiaries, or
the date upon which the Employee shall again become a full-time employee of the Company or any of its subsidiaries; and
all Restricted Shares subject to each such Forfeiture Period shall automatically be cancelled on the first anniversary of the Employment Termination Date if the Employee shall not have again become a full-time employee of the Company or any of its subsidiaries prior to such anniversary.
Cancellation of Restricted Shares upon Other Termination of Employment. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is involuntarily terminated for Cause, or is voluntarily terminated at age 61 or younger for any reason other than Good Reason, death, Permanent Disability or an Approved Leave of Absence, then, unless the Committee shall determine otherwise prior to the Employment Termination Date, all Restricted Shares subject to each such Forfeiture Period shall automatically be cancelled as of the close of business on the Employment Termination Date.
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