Stock Incentive Plans

Employee Incentives

The Company has three stock incentive plans which authorize the issuance of stock options, restricted stock and other stock-based incentives to employees upon terms approved by the Compensation Committee of the Board of Directors. The Company issues authorized but previously unissued shares upon the exercise of stock options, the granting of restricted stock and the redemption of restricted stock units (RSUs). As of March 30, 2012, 14,885,007 shares of CSC common stock were available for the grant of future stock options, equity awards or other stock-based incentives to employees. See Stock-Based Compensation section of Note 1 for further details.

Stock Options

The Company’s standard vesting schedule for stock options is one-third on each of the first three anniversaries of the grant date. Stock options are generally granted for a term of ten years. Information concerning stock options granted under stock incentive plans during fiscal 2012, fiscal 2011, and fiscal 2010 is as follows:



	Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (In millions)
Outstanding as of April 3, 2009	18,294,562		$	47.15	5.53	$	23
Granted	2,891,730		42.65
Exercised	(2,448,783	)	41.45
Canceled/Forfeited	(349,836	)	49.11
Expired	(1,379,276	)	57.04
Outstanding as of April 2, 2010	17,008,397		46.36		5.58	141
Granted	2,818,874		48.23
Exercised	(1,868,544	)	40.61
Canceled/Forfeited	(324,612	)	46.00
Expired	(573,922	)	55.52
Outstanding as of April 1, 2011	17,060,193		47.00		5.54	69
Granted	2,457,509		38.18
Exercised	(428,844	)	35.95
Canceled/Forfeited	(579,069	)	41.75
Expired	(776,227	)	49.05
Outstanding as of March 30, 2012	17,733,562		46.13		5.08	1
Vested and expected to vest in the future as of March 30, 2012	17,556,850		46.18		5.04	1
Exercisable as of March 30, 2012	13,473,538		47.31		4.00	1



	March 30, 2012
	Options Outstanding				Options Exercisable
Range of Option Exercise Price	Number Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Number Exercisable	Weighted Average Exercise Price
$8.29-$42.12	6,255,325	$	38.64	5.81	3,565,061	$	38.37
$42.21-$48.61	6,860,748	46.94		4.95	5,391,491	46.67
$48.65-$60.25	4,617,489	55.06		4.30	4,516,986	55.12
	17,733,562				13,473,538

The total intrinsic value of options exercised during fiscal 2012, fiscal 2011, and fiscal 2010, was $5 million, $22 million, and $30 million, respectively. The total intrinsic value of stock options is based on the difference between the fair market value of the Company’s common stock less the applicable exercise price. The total grant date fair value of stock options vested during fiscal 2012, fiscal 2011, and fiscal 2010, was $27 million, $40 million, and $31 million, respectively. The cash received from stock options exercised during fiscal 2012, fiscal 2011, and fiscal 2010, was $15 million, $73 million, and $100 million, respectively.

As of March 30, 2012, there was $28 million of total unrecognized compensation expense related to unvested stock options, net of expected forfeitures. The cost is expected to be recognized over a weighted-average period of 1.67 years.

Other Equity Awards

Other Equity Awards, including restricted stock and RSUs, generally vest over periods of three to five years. Restricted stock awards consist of shares of common stock of the Company issued at a price of $0. Upon issuance to an employee, shares of restricted stock become outstanding, receive dividends and have voting rights. The shares are subject to forfeiture and to restrictions which limit the sale or transfer during the restriction period. Upon the vesting date, RSUs are automatically redeemed for shares of CSC common stock and dividend equivalents. If, prior to the redemption in full of the RSU, the employee’s status as a full-time employee is terminated, then the RSU is automatically canceled on the employment termination date and any unvested shares are forfeited.

A portion of the Other Equity Awards granted during fiscal 2012 consisted of performance-based RSUs. The number of units that ultimately vest pursuant to such awards is dependent upon the Company’s achievement of certain specified performance criteria over a two or three-year period. Awards are redeemed for shares of CSC common stock and dividend equivalents upon the filing with the SEC of the Annual Report on Form 10-K for the last fiscal year of the performance period. Compensation expense during the performance period is estimated at each reporting date using management’s expectation of the probable achievement of the specified performance criteria and is adjusted to the extent the expected achievement changes. In the table below, such awards are reflected at the number of shares to be redeemed upon achievement of target performance measures.

During fiscal 2012, certain executives were awarded service-based RSUs for which the shares are redeemable over the ten anniversaries following the executive’s termination, provided the executive remains a full-time employee of the Company until reaching the earlier of age 65 or age 55 or over with at least ten years of service and after termination complies with certain non-competition covenants during the ten-year period.

Information concerning Other Equity Awards granted under stock incentive plans during fiscal 2012, fiscal 2011, and fiscal 2010, is as follows:



	Number of Shares		Weighted Average Fair Value
Outstanding as of April 3, 2009	881,504		$	49.41
Granted	627,542		42.31
Released/Issued	(164,553	)	49.52
Canceled/Forfeited	(189,825	)	47.34
Outstanding as of April 2, 2010	1,154,668		45.88
Granted	492,523		48.15
Released/Issued	(151,893	)	50.40
Canceled/Forfeited	(16,728	)	51.94
Outstanding as of April 1, 2011	1,478,570		46.10
Granted	1,009,743		35.45
Released/Issued	(419,351	)	48.21
Canceled/Forfeited	(328,037	)	41.44
Outstanding as of March 30, 2012	1,740,925		40.29

As of March 30, 2012, there was $24 million of total unrecognized compensation expense related to unvested restricted stock units, net of expected forfeitures. The cost is expected to be recognized over a weighted-average period of 2.42 years.

Nonemployee Director Incentives

The Company has two stock incentive plans which authorize the issuance of stock options, restricted stock and other stock-based incentives to nonemployee directors upon terms approved by the Company’s Board of Directors. As of March 30, 2012, 115,200 shares of CSC common stock remained available for the grant to nonemployee directors of future RSUs or other stock-based incentives.

Generally, RSU awards to nonemployee directors vest in full as of the next annual meeting of the Company’s stockholders following the date they are granted and are issued at a price of $0. Information concerning RSUs granted to nonemployee directors during fiscal 2012, fiscal 2011, and fiscal 2010 is as follows:



	Number of Shares		Weighted Average Fair Value
Outstanding as of April 3, 2009	113,021		$	45.96
Granted	20,800		48.97
Released/Issued	(600	)	37.81
Canceled/Forfeited	—		—
Outstanding as of April 2, 2010	133,221		46.47
Granted	25,700		39.46
Released/Issued	(180	)	42.69
Canceled/Forfeited	—		—
Outstanding as of April 1, 2011	158,741		45.34
Granted	37,800		30.07
Released/Issued	(180	)	42.69
Canceled/Forfeited	—		—
Outstanding as of March 30, 2012	196,361		42.81

When a holder of RSUs ceases to be a director of the Company, the RSUs are automatically redeemed for shares of CSC common stock and dividend equivalents with respect to such shares. The number of shares to be delivered upon redemption is equal to the number of RSUs that are vested at the time the holder ceases to be a director. At the holder’s election, the RSUs may be redeemed (i) in their entirety, upon the day the holder ceases to be a director, or (ii) in substantially equal amounts upon the first five, ten or fifteen anniversaries of such termination of service.