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 awards and the settlement of restricted stock units (RSUs). There were no restricted stock awards outstanding in fiscal years 2013, 2012 and 2011. As of March 29, 2013, 11,977,359 shares of CSC common stock were available for the grant of future stock options, restricted stock 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 2013, fiscal 2012, and fiscal 2011 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 2, 2010	17,008,397		$	46.36	5.58	$	141
Granted	2,818,874		48.23
Exercised	(1,868,544	)	40.61			22
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			5
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
Granted	3,707,172		27.46
Exercised	(1,497,686	)	39.27			10
Canceled/Forfeited	(1,113,422	)	35.36
Expired	(3,689,059	)	45.28
Outstanding as of March 29, 2013	15,140,567		43.23		5.45	113
Vested and expected to vest in the future as of March 29, 2013	14,885,162		43.47		5.38	108
Exercisable as of March 29, 2013	10,694,088		47.92		4.05	36



	March 29, 2013
	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
$23.06-$39.04	5,269,835	$	31.56	7.79	1,392,011	$	36.87
$39.11-$48.61	6,075,780	45.73		4.77	5,531,586	45.82
$48.65-$60.25	3,794,952	55.06		3.27	3,770,491	55.08
	15,140,567				10,694,088

The total grant date fair value of stock options vested during fiscal 2013, fiscal 2012, and fiscal 2011, was $20 million, $27 million, and $40 million, respectively. The cash received from stock options exercised during fiscal 2013, fiscal 2012, and fiscal 2011, was $55 million, $15 million, and $73 million, respectively.

As of March 29, 2013, there was $27 million of 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 1.91 years.

Restricted Stock Units

RSUs consist of equity awards with the right to receive one share of common stock of the Company issued at a price of $0. Upon the settlement date, RSUs are settled in shares of CSC common stock and dividend equivalents. If, prior to the vesting of the RSU in full, 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.

The Company grants RSUs with service and performance-based vesting terms. Service-based RSUs, generally vest over periods of three to five years. The number of performance-based RSUs that ultimately vest is dependent upon the Company’s achievement of certain specified performance criteria over a three-year period. Awards are settled 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 if the specified performance criteria is met. In fiscal 2013, performance-based RSU awards granted include the potential for accelerated vesting of 25% of the shares granted after the first and second fiscal years if certain company performance targets are met early. 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 settled upon achievement of target performance measures.

Certain executives were awarded service-based RSUs for which the shares are released 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 and over with at least ten years of service and after termination complies with certain non-competition covenants during the ten-year period.

Information concerning RSUs granted under stock incentive plans during fiscal 2013, fiscal 2012, and fiscal 2011, is as follows:



	Number of Shares		Weighted Average Fair Value
Outstanding as of April 2, 2010	1,154,668		$	45.88
Granted	492,523		48.15
Settled	(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
Settled	(419,351	)	48.21
Canceled/Forfeited	(328,037	)	41.44
Outstanding as of March 30, 2012	1,740,925		40.29
Granted	1,724,639		26.12
Settled	(423,321	)	33.17
Canceled/Forfeited	(778,971	)	38.27
Outstanding as of March 29, 2013	2,263,272		31.53

As of March 29, 2013, there was $34 million of 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 2.18 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 29, 2013, 72,400 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 2013, fiscal 2012, and fiscal 2011 is as follows:



	Number of Shares		Weighted Average Fair Value
Outstanding as of April 2, 2010	133,221		$	46.47
Granted	25,700		39.46
Settled	(180	)	42.69
Canceled/Forfeited	—		—
Outstanding as of April 1, 2011	158,741		45.34
Granted	37,800		30.07
Settled	(180	)	42.69
Canceled/Forfeited	—		—
Outstanding as of March 30, 2012	196,361		42.81
Granted	42,800		30.30
Settled	(50,716	)	43.30
Canceled/Forfeited	—		—
Outstanding as of March 29, 2013	188,445		39.85

When a holder of RSUs ceases to be a director of the Company, the vested RSUs are settled for shares of CSC common stock and dividend equivalents with respect to such shares. At the holder’s election, the RSUs may be settled (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.