-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EjqwjEitBO8dRoMpVOgMJ/UeWOAwd69CEkJK4LBjA01cyOOTg77aiSJb1THzyBkX T9bPo8IS2O8mCme3h1OZ5Q== 0000023082-96-000026.txt : 19960813 0000023082-96-000026.hdr.sgml : 19960813 ACCESSION NUMBER: 0000023082-96-000026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19960628 FILED AS OF DATE: 19960812 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04850 FILM NUMBER: 96607724 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 10-Q 1 FIRST QUARTER FY97 10Q Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 QUARTER ENDED JUNE 28, 1996 Commission File No. 1-4850 COMPUTER SCIENCES CORPORATION Incorporated in the State of Nevada Employer Identification No. 95-2043126 2100 East Grand Avenue El Segundo, California 90245 Telephone (310) 615-0311 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] 56,219,835 shares of Common Stock, $1.00 par value, were outstanding on June 28, 1996. COMPUTER SCIENCES CORPORATION Index to Form 10-Q Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets, June 28, 1996 and March 29, 1996.............................. 3 Consolidated Condensed Statements of Income, First quarter ended June 28, 1996 and June 30, 1995................................................. 4 Consolidated Condensed Statements of Cash Flows, First quarter ended June 28, 1996 and June 30, 1995........... 5 Notes to Consolidated Condensed Financial Statements............. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K........................... 12 2 PART I, ITEM 1. FINANCIAL STATEMENTS COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS
June 28, Mar. 29, 1996 1996 ($ in thousands) (unaudited) _____________ _____________ CURRENT ASSETS: Cash and cash equivalents $ 18,876 $ 104,867 Receivables 1,061,440 943,355 Prepaid expenses and other current assets 90,043 96,032 _____________ _____________ Total current assets 1,170,359 1,144,254 _____________ _____________ PROPERTY AND EQUIPMENT, at cost 1,261,059 1,147,448 Less accumulated depreciation and amortization 558,658 506,646 _____________ _____________ Property and equipment, net 702,401 640,802 _____________ _____________ EXCESS OF COST OF BUSINESSES ACQUIRED OVER RELATED NET ASSETS, NET 435,789 420,775 OTHER ASSETS 395,057 389,959 _____________ _____________ Total assets $2,703,606 $2,595,790 ============= ============= CURRENT LIABILITIES: Short-term debt and current maturities of long-term debt $ 68,845 $ 70,308 Accounts payable 150,895 151,361 Accrued payroll and related costs 221,196 196,221 Other accrued expenses 238,950 255,792 Advance contract payments 35,726 34,580 Income taxes payable 62,926 52,181 _____________ _____________ Total current liabilities 778,538 760,443 _____________ _____________ LONG-TERM DEBT, NET 437,724 405,471 _____________ _____________ OTHER LONG-TERM LIABILITIES 136,394 124,182 _____________ _____________ STOCKHOLDERS' EQUITY (Note A): Common stock issued, par value $1.00 per share 56,544 56,342 Other stockholders' equity 1,294,406 1,249,352 _____________ _____________ Total stockholders' equity 1,350,950 1,305,694 _____________ _____________ Total liabilities and stockholders' equity $2,703,606 $2,595,790 ============= ============= See accompanying notes. 3
COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited) ($ in thousands except earnings per share)
First Quarter Ended ____________________________ June 28, June 30, 1996 1995 ____________ ____________ Revenues $1,165,072 $966,783 ____________ ____________ Costs of services 943,500 774,381 Selling, general and administrative 94,728 85,893 Depreciation and amortization 66,165 54,588 Interest expense 7,491 8,663 Interest income (1,360) (1,559) ____________ ____________ Total costs and expenses 1,110,524 921,966 ____________ ____________ Income before taxes 54,548 44,817 Taxes on income 21,300 17,100 ____________ ____________ Net income $ 33,248 $ 27,717 ============ ============ Earnings per common share (Note B) $ 0.58 $ 0.49 ============ ============ See accompanying notes. 4
COMPUTER SCIENCES CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
First Quarter Ended ________________________ June 28, June 30, ($ in thousands) 1996 1995 __________ __________ Cash flows from operating activities: Net income $ 33,248 $ 27,717 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 66,165 54,588 Provision for losses on accounts receivable 2,658 6,412 Changes in assets and liabilities, net of effects of acquisitions: Increase in assets (78,353) (99,960) Decrease in liabilities (17,193) (47,519) __________ __________ Net cash provided by (used in) operating activities 6,525 (58,762) __________ __________ Investing activities: Purchases of property, plant and equipment (60,218) (41,641) Acquisitions, net of cash acquired (55,366) (22,377) Outsourcing contracts (21,108) Purchased and internally developed software (12,859) (3,933) Other investing cash flows 2,415 (6,291) __________ __________ Net cash used in investing activities (126,028) (95,350) __________ __________ Financing activities: Borrowing under (repayment of) commercial paper, net 27,009 (1,338) (Repayment of) borrowing under lines of credit, net (3,297) 25,524 Principal payments on long-term debt (126) (715) Proceeds from stock option transactions 5,753 3,493 Other financing cash flows 4,173 (923) __________ __________ Net cash provided by financing activities 33,512 26,041 __________ __________ Net decrease in cash and cash equivalents (85,991) (128,071) Cash and cash equivalents at beginning of year 104,867 155,310 __________ __________ Cash and cash equivalents at end of period $ 18,876 $ 27,239 ========== ========== See accompanying notes. 5
COMPUTER SCIENCES CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ($ in thousands except per share amounts) (A) No dividends were paid during the periods presented. There were 56,544,055 shares at June 28, 1996 and 56,341,855 shares at March 29, 1996 of $1.00 par value common stock issued with 324,220 and 311,928 shares, respectively, of treasury stock. (B) Primary earnings per common share are based on the weighted average number of common stock and common stock equivalent shares (dilutive stock options) outstanding of 57,695,000 and 56,829,000 respectively, for the three months ended June 28, 1996, and June 30, 1995 (see Part II, Exhibit 11). (C) Cash payments for interest on indebtedness were $10,539 and $12,084, respectively, for the three months ended June 28, 1996, and June 30, 1995. Cash payments for taxes on income were $8,584 and $12,637, respectively, for the three months ended June 28, 1996, and June 30, 1995. (D) The financial information reported, which is not necessarily indicative of the results for a full year, is unaudited but includes all adjustments which the Company considers necessary for a fair presentation. All such adjustments are normal recurring adjustments. (E) On April 28, 1996, the Company entered into an Agreement and Plan of Merger with The Continuum Company, Inc. ("Continuum") and Continental Acquisition, Inc., a subsidiary of the Company ("Sub"), pursuant to which Sub was merged with and into Continuum and Continuum became a wholly owned subsidiary of the Company, effective August 1, 1996. Each outstanding share of common stock of Continuum was converted into 0.79 of a share of the Company's common stock. Continuum is a consulting and computer services firm serving the needs of the global financial services industry for computer software and services. The merger will be accounted for as a pooling of interests. The following unaudited pro forma data summarizes the combined operating results of the Company and Continuum as if the merger had occurred at the beginning of the periods presented (dollars in millions except per-share amounts). 6
Unaudited Pro Forma First Quarter --------------------------------- June 28, June 30, 1996 1995 ------------- ---------- Revenue $1,303.9 $1,083.0 Net income 45.3 35.9 Earnings per common share* $ .58 $ .47
[FN] *The pro forma earnings per common share are based on the sum of the historical average common shares outstanding, as reported by CSC, and the historical average common shares outstanding for Continuum (adjusted to reflect common stock equivalents) converted to CSC shares at the exchange ratio of 0.79. 7 PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS First Quarter of Fiscal 1997 versus First Quarter of Fiscal 1996 Revenues The Company derived its revenues from the following market sectors for the first quarter (dollars in millions):
First Quarter ---------------- Pct. FY97 FY96 Growth ------- ------- ------ U.S. Commercial $ 407 $345 17.8% International 312 239 30.9 ------- ------- ------ Total Commercial 719 584 23.2 U.S. Federal Government 446 383 16.5 ------- ------- ------ Total $1,165 $967 20.5% ======= ======= ======
During the quarter ended June 28, 1996, the Company's total revenue increased 20.5%, or $198 million, over the same period last year. Commercial revenue continued to lead the growth, increasing 23.2%, or $135 million. Over one-half of the commercial growth came from the Company's international operations. International growth was primarily attributable to new outsourcing contracts signed throughout the past year, including Anglian Water, Guinness PLC and the National Health Service in Scotland, and the acquisition of Datacentralen AG during June, 1996. U.S. commercial revenues grew $62 million or 17.8%. Approximately one-half of the growth was provided by new outsourcing business, including recent contracts with James River Corporation and Southern New England Telephone Company. U.S. consulting revenue also contributed to the growth, reflecting demand across the Company's range of IT and management consulting services. U.S. federal government revenue for the quarter increased $63 million, or 16.5%, principally from increased task order contract activity with the Department of Defense and last year's award to provide IT services to the Air Force Arnold Engineering Development Center. The many new and existing task order contracts permit the Government discretion in the extent and timing of new orders. During the first quarter of fiscal 1997, the Company announced a $2 billion contract with J.P. Morgan won by a CSC-led consortium (the Pinnacle Alliance). The contract became effective July 16. 8 As the Company's commercial sector revenues continue to grow faster than federal, they comprised a larger percentage of total CSC revenue, as shown by the following table:
Revenue by Market Sector, First Quarter as a percentage of total FY97 FY96 - ---------------------------- ------- ------- U.S. Commercial 35% 36% International 27 24 ------- ------- Total Commercial 62 60 U.S. Federal Government 38 40 ------- ------- Total Revenue 100% 100% ======= =======
Costs and Expenses The Company's costs and expenses as a percentage of revenue are as follows (dollars in millions):
Percentage of Dollar Amount Revenue ---------------- -------------- First Quarter First Quarter FY97 FY96 FY97 FY96 ------- ------- ------ ------ Costs of services $ 944 $774 80.98% 80.10% Selling, general & admin. 95 86 8.13 8.88 Depreciation and amort. 66 55 5.68 5.65 Interest expense, net 6 7 0.53 0.73 ------- ------- ------ ------ Total $1,111 $922 95.32% 95.36% ======= ======= ====== ======
Compared with the first quarter of fiscal 1996, total costs and expenses improved slightly as a percentage of revenue for the first quarter of fiscal 1997. Costs of services improved nominally in the U.S., offset by lower utilization and increased use of subcontractor labor in the Company's European operations. Although the European costs of services increased as a percentage of revenue, the European operations improved their selling, general and administrative cost percentage as compared to the same quarter last year. The European improvement contributed to the overall reduction in the selling, general and administrative percentage from 8.88% during last year's first quarter to 8.13% for the current year's first quarter. 9 Income Before Taxes Income before taxes for the quarter was $54.5 million, up $9.7 million, or 21.7%, over last year's first quarter, reflecting the Company's revenue growth. The Company's pre-tax profit margin improved from 4.64% to 4.68% for the two respective quarters. Net Income Net income was $33.2 million for the first quarter of fiscal 1997, up $5.5 million, or 20.0%, over the same quarter last year. The effective tax rate was 39.0%, versus 38.2%. The higher current tax rate is primarily due to lower utilization of foreign tax credits and the suspension of the research and engineering tax credit in the U.S. This year's first quarter earnings per share of 58 cents increased 18.4% over the 49 cents for last year's first quarter. Cash Flows Cash provided by operating activities was $6.5 million for the first quarter of fiscal 1997, compared with cash used of $58.8 million during the same period last year. The increase in operating cash flows is principally due to favorable changes in working capital and higher non-cash expenses for depreciation and amortization. The Company's cash expenditures for investing activities totaled $126.0 million for the current period versus $95.4 million during the first quarter of last year. The increase principally relates to the acquisition of Datacentralen during the current quarter. Cash provided by financing activities was $33.5 million for the three months versus $26.0 million for the same period last year. Financial Condition During the first three months of fiscal 1997, the Company's capital outlays included $115.6 million of business investments in the form of fixed asset purchases and acquisitions. These amounts were funded from operating cash flows, additional debt and existing cash, which decreased from $104.9 million to $18.9 million. As a result of the net increase in borrowings, the Company's debt-to-total capitalization ratio increased slightly to 27.3% at June 28, 1996 versus 26.7% at March 29, 1996. It is management's opinion that the Company will be able to meet its liquidity and cash needs for the foreseeable future through the combination of cash flows from operating activities, unused borrowing capacity and other financing activities, including the issuance of debt and/or equity securities. 10 Recent Developments On April 28, 1996, the Company entered into an Agreement and Plan of Merger with The Continuum Company, Inc. ("Continuum") and Continental Acquisition, Inc., a subsidiary of the Company ("Sub") pursuant to which Sub was merged with and into Continuum and Continuum became a wholly owned subsidiary of CSC, effective August 1, 1996. Each outstanding share of common stock of Continuum was converted into 0.79 of a share of CSC common stock. Continuum is a consulting and computer services firm serving the needs of the global financial services industry for computer software and services. 11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K
a. Exhibits 2.1 Agreement and Plan of Merger dated as of April 28, 1996 by and among the Registrant, The Continuum Company, Inc. and Continental Acquisition, Inc. (l) 3.1 Restated Articles of Incorporation, effective October 31, 1988 (c) 3.2 Amendment to Restated Articles of Incorporation, effective August 10, 1992 (i) 3.3 Amendment to Restated Articles of Incorporation, effective July 31, 1996 (m) 3.4 Bylaws, amended and restated effective July 31, 1996 10.1 Annual Management Incentive Plan, effective April 2, 1983* (a) 10.2 1978 Stock Option Plan, amended and restated effective March 31, 1988* 10.3 1980 Stock Option Plan, amended and restated effective March 31, 1988* 10.4 1984 Stock Option Plan, amended and restated effective March 31, 1988* 10.5 1987 Stock Incentive Plan* (b) 10.6 Schedule to the 1987 Stock Incentive Plan for United Kingdom personnel* (b) 10.7 1990 Stock Incentive Plan* (g) 10.8 1992 Stock Incentive Plan, amended and restated effective August 9, 1993* 10.9 1995 Stock Incentive Plan* (j) 10.10 Deferred Compensation Plan, amended and restated effective February 9, 1996* (f) 10.11 Restated Supplemental Executive Retirement Plan, effective August 14, 1995* (j) 10.12 Form of Indemnification Agreement for Directors (d) 10.13 Form of Indemnification Agreement for Officers (e) 10.14 Information Technology Services Agreements with General Dynamics Corporation, dated as of November 4, 1991 (h) 10.15 $100 million Credit Agreement dated as of September 15, 1994 (e) 10.16 $150 million Credit Agreement dated as of September 15, 1994 (e) 10.17 $350 million Credit Agreement dated as of September 6, 1995 (j) 10.18 $100 million Credit Agreement dated as of January 3, 1995 (e) 10.19 Amended and Restated Rights Agreement, effective October 30, 1995 (j) 11 Calculation of Primary and Fully Diluted Earnings Per Share 27 Article 5 Financial Data Schedule 28 Revenues by Market Sector 99.1 Annual Report on Form 11-K for the Matched Asset Plan of the Registrant (f) 99.2 Annual Report on Form 11-K for the Hourly Savings Plan of CSC Outsourcing Inc. (f) 99.3 Annual Report on Form 11-K for the Employee Savings Plan of CSC Credit Services, Inc. (to be filed at a later date) 99.4 Annual Report on Form 11-K for the CUTW Hourly Savings Plan of CSC Outsourcing, Inc. (k)
12 Notes to Exhibit Index: *Management contract or compensatory plan or agreement (a)-(i) These exhibits are incorporated herein by reference to the Company's Annual Report on Form 10-K, as amended, for the fiscal years ended on the respective dates indicated below: (a) March 30, 1984 (d) April 3, 1992 (b) April 1, 1988 (e) March 31, 1995 (c) March 31, 1989 (f) March 29, 1996 (g) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8 filed on August 15, 1990. (h) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated November 4, 1991. (i) Incorporated herein by reference to the Registrant's Proxy Statement for its August 10, 1992 Annual Meeting of Stockholders. (j) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 13, 1995. (k) Incorporated herein by reference to the Annual Report on Form 11-K for the CSC Outsourcing, Inc. CUTW Hourly Savings Plan filed on February 6, 1996. (l) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated April 28, 1996. (m) Incorporated herein by reference to the Registrant's Proxy Statement for its July 31, 1996 Annual Meeting of Stockholders. Reports on Form 8-K There was one report on Form 8-K filed during the first quarter of fiscal 1997. On May 2, 1996, the Registrant filed a Current Report on Form 8-K dated April 28, 1996 reporting that the Registrant had entered into an Agreement and Plan of Merger dated as of April 28, 1996 by and among the Registrant, Continental Acquisition, Inc., a wholly owned subsidiary of the Registrant, and The Continuum Company, Inc. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMPUTER SCIENCES CORPORATION Date: August 9, 1996 By: /s/ Denis M. Crane ----------------------------- Denis M. Crane Vice President and Controller Chief Accounting Officer 14 INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page - ------- ---------------------- ---- 2.1 Agreement and Plan of Merger dated as of April 28, 1996 by and among the Registrant, The Continuum Company, Inc. and Continental Acquisition, Inc. (l) 3.1 Restated Articles of Incorporation, effective October 31, 1988 (c) 3.2 Amendment to Restated Articles of Incorporation, effective August 10, 1992 (i) 3.3 Amendment to Restated Articles of Incorporation, effective July 31, 1996 (m) 3.4 Bylaws, amended and restated effective July 31, 1996 10.1 Annual Management Incentive Plan, effective April 2, 1983* (a) 10.2 1978 Stock Option Plan, amended and restated effective March 31, 1988* 10.3 1980 Stock Option Plan, amended and restated effective March 31, 1988* 10.4 1984 Stock Option Plan, amended and restated effective March 31, 1988* 10.5 1987 Stock Incentive Plan* (b) 10.6 Schedule to the 1987 Stock Incentive Plan for United Kingdom personnel* (b) 10.7 1990 Stock Incentive Plan* (g) 10.8 1992 Stock Incentive Plan, amended and restated effective August 9, 1993* 10.9 1995 Stock Incentive Plan* (j) 10.10 Deferred Compensation Plan, amended and restated effective February 9, 1996* (f) 10.11 Restated Supplemental Executive Retirement Plan, effective August 14, 1995* (j) 10.12 Form of Indemnification Agreement for Directors (d) 10.13 Form of Indemnification Agreement for Officers (e) 10.14 Information Technology Services Agreements with General Dynamics Corporation, dated as of November 4, 1991 (h) 10.15 $100 million Credit Agreement dated as of September 15, 1994 (e) 10.16 $150 million Credit Agreement dated as of September 15, 1994 (e) 10.17 $350 million Credit Agreement dated as of September 6, 1995 (j) 10.18 $100 million Credit Agreement dated as of January 3, 1995 (e) 10.19 Amended and Restated Rights Agreement, effective October 30, 1995 (j) 11 Calculation of Primary and Fully Diluted Earnings Per Share 28 Revenues by Market Sector 27 Article 5 Financial Data Schedule 99.1 Annual Report on Form 11-K for the Matched Asset Plan of the Registrant (f) 99.2 Annual Report on Form 11-K for the Hourly Savings Plan of CSC Outsourcing Inc. (f) 99.3 Annual Report on Form 11-K for the Employee Savings Plan of CSC Credit Services, Inc. (to be filed at a later date) 99.4 Annual Report on Form 11-K for the CUTW Hourly Savings Plan of CSC Outsourcing, Inc. (k)
15 Notes to Exhibit Index: *Management contract or compensatory plan or agreement (a)-(i) These exhibits are incorporated herein by reference to the Company's Annual Report on Form 10-K, as amended, for the fiscal years ended on the respective dates indicated below: (a) March 30, 1984 (d) April 3, 1992 (b) April 1, 1988 (e) March 31, 1995 (c) March 31, 1989 (f) March 29, 1996 (g) Incorporated herein by reference to the Registrant's Registration Statement on Form S-8 filed on August 15, 1990. (h) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated November 4, 1991. (i) Incorporated herein by reference to the Registrant's Proxy Statement for its August 10, 1992 Annual Meeting of Stockholders. (j) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 13, 1995. (k) Incorporated herein by reference to the Annual Report on Form 11-K for the CSC Outsourcing, Inc. CUTW Hourly Savings Plan filed on February 6, 1996. (l) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated April 28, 1996. (m) Incorporated herein by reference to the Registrant's Proxy Statement for its July 31, 1996 Annual Meeting of Stockholders. 16 EX-3.4 2 BYLAWS OF COMPUTER SCIENCES CORPORATION AS AMENDED 7/31/96 EXHIBIT 3.4 BYLAWS OF COMPUTER SCIENCES CORPORATION As amended July 31, 1996 BYLAWS OF COMPUTER SCIENCES CORPORATION ARTICLE I OFFICES Section 1. Principal Office. ---------------- The principal office of the corporation in the State of Nevada shall be in the City of Reno, County of Washoe. Section 2. Other Offices. ------------- The corporation may also have offices in such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Annual Meetings. ------------------------ Annual meetings of the stockholders shall be held at the office of the corporation in the City of El Segundo, State of California or at such other place, within or without the State of California, as shall be designated by the Board of Directors. Section 2. Date of Annual Meetings; Election of Directors. ---------------------------------------------- Annual meetings of the stockholders shall be held on the second Monday in August, if not a legal holiday, and if a legal holiday, then on the next secular day following at 2:00 p.m., or at such other time and date as the Board of Directors shall determine. At such annual meeting, the stockholders of the corporation shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Section 3. Special Meetings. ---------------- Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board, the Board of Directors, or by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purposes of the proposed meeting and shall be directed to the Chairman of the Board, the president, the vice president, or the secretary by anyone entitled to call a special meeting of stockholders. Section 4. Notices of Meetings. ------------------- Notices of meetings of the stockholders shall be in writing and signed by the president, a vice president, the secretary, an assistant secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place where, it is to be held. A copy of such notice shall be either delivered personally or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to the stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. If no such address appears on the books of the corporation and a stockholder has given no address for the purpose of notice, then notice shall be deemed to have been given to such stockholder if it is published at least once in a newspaper of general circulation in the county in which the principal executive office of the corporation is located. An affidavit of the mailing or publication of any such notice shall be prima facie evidence of the giving of such notice. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. If any notice addressed to the stockholder at the address of such stockholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that it is unable to deliver the notice to the stockholder at such address, all future notices shall be deemed to have been duly given to such stockholder, without further mailing, if the same shall be available for the stockholder upon written demand of the stockholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice to all other stockholders. Section 5. Quorum. ------ The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by the statutes of Nevada or by the Articles of Incorporation. Regardless of whether or not a quorum is present or represented at any annual or special meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present in person or represented by proxy, provided that when any stockholders' meeting is adjourned for more than forty-five (45) days, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed. 2 Section 6. Vote Required. ------------- When a quorum is present or represented at any meeting, the holders of a majority of the stock present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes of Nevada or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 7. Cumulative Voting. ----------------- Except as otherwise provided in the Articles of Incorporation, every stockholder of record of the corporation shall be entitled at each meeting of the stockholders to one vote for each share of stock standing in his name on the books of the corporation. At all elections of directors of this corporation, each holder of shares of capital stock possessing voting power shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for or any two or more of them, as he may see fit. The stockholders of this corporation and any proxyholders for such stockholders are entitled to exercise the right to cumulative voting at any meeting held for the election of directors if: (a) not less than forty-eight (48) hours before the time fixed for holding such meeting, if notice of the meeting has been given at least ten (10) days prior to the date of the meeting, and otherwise not less than twenty-four (24) hours before such time, a stockholder of this corporation has given notice in writing to the president or secretary of the corporation that he desires that the voting at such election of directors shall be cumulative; and (b) at such meeting, prior to the commencement of voting for the election of directors, an announcement of the giving of such notice has been made by the chairman or the secretary of the meeting or by or on behalf of the stockholder giving such notice. Notice to stockholders of the requirements of the preceding sentence shall be contained in the notice calling such meeting or in the proxy material accompanying such notice. Section 8. Conduct of Meetings. ------------------- Subject to the requirements of the statutes of Nevada, and the express provisions of the Articles of Incorporation and these Bylaws, all annual and special meetings of stockholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any annual or special meeting of stockholders shall be designated by the Board of Directors and, in the absence of any such designation, shall be the president of the corporation. Section 9. Proxies. ------- At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that such instrument in writing shall designate 3 two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until (i) an instrument revoking it or duly executed proxy bearing a later date is filed with the secretary of the corporation or, (ii) the person executing the proxy attends such meeting and votes the shares subject to the proxy, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the corporation before the vote pursuant thereto is counted. Section 10. Action by Written Consent. ------------------------- Any action, except election of directors, which may be taken by a vote of the stockholders at a meeting, may be taken without a meeting and without notice if authorized by the written consent of stockholders holding at least three- fourths of the voting power. Section 11. Inspectors of Election. ---------------------- In advance of any meeting of stockholders, the Board of Directors may appoint inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, then, unless other persons are appointed by the Board of Directors prior to the meeting, the chairman of any such meeting may, and on the request of any stockholder or a stockholder proxy shall, appoint inspectors of election (or persons to replace those who fail to appear or refuse to act) at the meeting. The number of inspectors shall not exceed three. The duties of such inspectors shall include: (a) determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; (b) receiving votes, ballots or consents; (c) hearing and determining all challenges and questions in any way arising in connection with the right to vote; (d) counting and tabulating all votes or consents and determining the result; and (e) taking such other action as may be proper to conduct the election or vote with fairness to all stockholders. In the determination of the validity and effect of proxies, the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. 4 ARTICLE III DIRECTORS Section 1. Number of Directors. ------------------- The exact number of directors which shall constitute the whole Board shall be eight (8), all of whom shall be at least 18 years of age. The authorized number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3) by resolution of the directors of the corporation amending this section of the Bylaws. The directors shall be elected at the annual meeting of the stockholders, but if for any reason the directors are not elected at the annual meeting of the stockholders, they may be elected at any special meeting of the stockholders which is called and held for that purpose. Except as provided in Section 2 of this Article III, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies. --------- Vacancies, including those caused by (i) the death, removal, or resignation of directors, (ii) the failure of stockholders to elect directors at any annual meeting, and (iii) an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the Board, effective at a future date, the acceptance of such resignation shall not be necessary to make it effective. The Board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors. The Board of Directors may remove any director for cause. Any director may be removed from office by the vote or written consent of stockholders of the corporation representing not less than two-thirds (2/3) of its issued and outstanding capital stock entitled to voting power. The provisions in the preceding sentence notwithstanding, no director of this corporation shall be removed from office under the provisions of this section except upon the vote or written consent of stockholders owning sufficient shares to have prevented his election to office in the first instance. Section 3. Authority. --------- The business of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Section 4. Meetings. -------- The Board of Directors of the corporation may hold meetings, both regular and special, at such place, either within or without the State of Nevada, which has been designated by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the office of the corporation in the City of El Segundo, State of California. Section 5. First Meeting. ------------- The first meeting of the newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders and no notice of such meeting to the newly elected directors shall be 5 necessary in order legally to constitute a meeting, provided a quorum shall be present. Section 6. Regular Meetings. ---------------- Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board. Section 7. Special Meetings. ---------------- Special meetings of the Board of Directors may be called by the Chairman of the Board, or the president and shall be called by the president or secretary at the written request of two directors. Notice of the time and place of special meetings shall be given within 30 days to each director (a) personally or by telephone or telegraph, in each case at least three (3) days prior to the holding of the meeting, or (b) by mail, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation or, if it is not so shown on such records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held, at least three (3) days prior to the holding of the meeting. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Any notice, waiver of notice or consent to holding a meeting shall state the time, date and place of the meeting but need not specify the purpose of the meeting. Section 8. Quorum. ------ Presence in person of a majority of the Board of Directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present and voting at any meeting, at which a quorum is then present, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the statutes of Nevada or by the Articles of Incorporation. A meeting at which a quorum is initially present shall not continue to transact business in the absence of a quorum. Section 9. Action by Written Consent. ------------------------- Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all members of the Board. Such written consent shall be filed with the minutes of proceedings of the Board of Directors. Section 10. Telephonic Meetings. ------------------- Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of 6 any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to the preceding sentence constitutes presence in person at such meeting. Section 11. Adjournment. ----------- A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn any directors' meeting to another time, date and place. If any meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time, date and place shall be given, prior to the time of the adjourned meeting, to the directors who were not present at the time of adjournment. If any meeting is adjourned for less than twenty-four (24) hours, notice of any adjournment shall be given to absent directors, prior to the time of the adjourned meeting, unless the time, date and place is fixed at the meeting adjourned. Section 12. Committees. ---------- The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees of the Board of Directors. Such committee or committees shall have such name or names, shall have such duties and shall exercise such powers as may be determined from time to time by the Board of Directors. Section 13. Committee Minutes. ----------------- The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. Section 14. Compensation of Directors. ------------------------- The directors shall receive such compensation for their services as directors, and such additional compensation for their services as members of any committees of the Board of Directors, as may be authorized by the Board of Directors. Section 15. Mandatory Retirement of Directors. --------------------------------- Notwithstanding anything to the contrary in these Bylaws, a director shall not serve beyond and shall automatically retire at the close of the meeting of the Board of Directors held during the first month after December, 1992 in which such director shall be age 72 or older. If no meeting of the Board of Directors is held during such month, the director shall automatically retire as of the last day of such month. ARTICLE IV OFFICERS Section 1. Principal Officers. ------------------ The officers of the corporation shall be elected by the Board of Directors and shall be a president, a secretary and a treasurer. A resident agent for the corporation in the State of Nevada shall be designated by the Board of Directors. Any person may hold two or more offices. 7 Section 2. Other Officers. -------------- The Board of Directors may also elect one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers and agents, as it shall deem necessary. Section 3. Qualification and Removal. ------------------------- The officers of the corporation mentioned in Section 1 of this Article IV shall hold office until their successors are elected and qualify. Any such officer and any other officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Section 4. Resignation. ----------- Any officer may resign at any time by giving written notice to the corporation, without prejudice, however, to the rights, if any, of the corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Powers and Duties; Execution of Contracts. ----------------------------------------- Officers of this corporation shall have such powers and duties as may be determined by the Board of Directors. Unless otherwise specified by the Board of Directors, the president shall be the chief executive officer of the corporation. Contracts and other instruments in the normal course of business may be executed on behalf of the corporation by the president or any vice president of the corporation, or any other person authorized by resolution of the Board of Directors. ARTICLE V STOCK AND STOCKHOLDERS Section 1. Issuance. -------- Every stockholder shall be issued a certificate representing the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the certificate shall contain a statement setting forth the office or agency of the corporation from which stockholders may obtain a copy of a statement or summary of the designations, preferences and relative or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights. The corporation shall furnish to its stockholders, upon request and without charge, a copy of such statement or summary. Section 2. Facsimile Signatures. -------------------- Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, before such certificates shall 8 have been delivered by the corporation, such certificates may nevertheless be issued as though the person or persons who signed such certificates, had not ceased to be an officer of the corporation. Section 3. Lost Certificates. ----------------- The Board of Directors may direct a new stock certificate to be issued in place of any certificate alleged to have been lost or destroyed, and may require the making of an affidavit of that fact by the person claiming the stock certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent, require the owner of the lost or destroyed certificate to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. Section 4. Transfer of Stock. ----------------- Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed for transfer, it shall be the duty of the corporation to issue a new certificate, cancel the old certificate and record the transaction upon its books. Section 5. Record Date. ----------- The directors may fix a date not more than sixty (60) days prior to the holding of any meeting as the date as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting. If no record date is fixed by the Board of Directors (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the sixtieth (60th) day preceding the day on which the meeting is held; (b) the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given; and (c) the record date for determining stockholders for any other purpose shall be the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such action, whichever is later. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting. Section 6. Registered Stock. ---------------- The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the statutes of Nevada. 9 Section 7. Dividends. --------- In the event a dividend is declared, the stock transfer books will not be closed but a record date will be fixed by the Board of Directors and only shareholders of record on that date shall be entitled to the dividend. ARTICLE VI INDEMNIFICATION Section 1. Indemnity of Directors, Officers and Agents. ------------------------------------------- The corporation shall indemnify any director or officer and may, as authorized by the Board of Directors, indemnify any other employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. Section 2. Derivative Actions. ------------------ The corporation shall indemnify any director or officer and may, as authorized by the Board of Directors, indemnify any other employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit 10 was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 3. Successful Defense. ------------------ To the extent that a director or officer and, as authorized by the Board of Directors, any other employee or agent of the corporation has been successful on the merits or otherwise in defense of any action or proceeding mentioned in this Article VI or in defense of any claim issue or matter therein, he shall be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with such defense. Section 4. Determination of Entitlement to Indemnity. ----------------------------------------- Any indemnification under this Article VI, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article VI. Such determination shall be made (a) by the stockholders; (b) by the Board of Directors by majority vote of a quorum consisting of directors who were not parties to such act, suit or proceeding; (c) if such a quorum of disinterested directors so orders, by independent legal counsel in a written opinion; or (d) if such a quorum of disinterested directors cannot be obtained, by independent legal counsel in a written opinion. Section 5. Advancement of Expenses. ----------------------- Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this section. Section 6. Persons Entitled to Indemnity. ----------------------------- The indemnification provided by this Article VI: (a) does not exclude any rights to which a person seeking indemnification may be entitled under any statute of the State of Nevada, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and (b) shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7. Purchase of Insurance. --------------------- The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted 11 against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VI. ARTICLE VII GENERAL PROVISIONS Section 1. Exercise of Rights. ------------------ All rights incident to any and all shares of another corporation or corporations standing in the name of this corporation may be exercised by such officer, agent or proxyholder as the Board of Directors may designate. In the absence of such designation, such rights may be exercised by the Chairman of the Board or the president of this corporation, or by any other person authorized to do so by the Chairman of the Board or the president of this corporation. Except as provided below, shares of this corporation owned by any subsidiary of this corporation shall not be entitled to vote on any matter. Shares of this corporation held by this corporation in a fiduciary capacity and shares of this corporation held in a fiduciary capacity by any subsidiary of this corporation, shall not be entitled to vote on any matter, except to the extent that the settler or beneficial owner possesses and exercises a right to vote or to give this corporation or such subsidiary binding instructions as to how to vote such shares. Solely for purposes of Section 1 of this Article VII, a "subsidiary" of this corporation shall mean a corporation, shares of which possessing more than fifty percent (50%) of the power to vote for the election of directors at the time determination of such voting power is made, are owned directly, or indirectly through one or more subsidiaries, by this corporation. Section 2. Interpretation. -------------- Unless the context of a Section of these Bylaws otherwise requires, the terms used in these Bylaws shall have the meanings provided in, and these Bylaws shall be construed in accordance with the Nevada statutes relating to private corporations, as found in Chapter 78 of the Nevada Revised Statutes or any subsequent statute. ARTICLE VIII AMENDMENTS Section 1. Stockholder Amendments. ---------------------- Bylaws may be adopted, amended or repealed by the affirmative vote or written consent of a majority of the outstanding voting shares of this corporation, except as otherwise provided by the statutes of Nevada, the Articles of Incorporation or elsewhere in these Bylaws. Section 2. Amendments by Board of Directors. -------------------------------- Subject to the right of stockholders as provided in Section 1 of this Article VIII, Bylaws may be adopted, amended or repealed by the Board of Directors. 12 EX-10.2 3 1978 STOCK OPTION PLAN AS AMENDED 3/31/88 EXHIBIT 10.2 COMPUTER SCIENCES CORPORATION 1978 STOCK OPTION PLAN As amended March 31, 1988 Section 1: PURPOSE OF PLAN The purpose of this 1978 Stock Option Plan of Computer Sciences Corporation (the "Plan") is to further the growth and development of Computer Sciences Corporation and each subsidiary (as the term "subsidiary" is defined in Section 425(f) of the Internal Revenue Code) of Computer Sciences Corporation (herein referred to collectively with its subsidiaries as the "Company") by providing additional incentives to certain employees who have been or will be given responsibility for the management of the Company's business affairs, by assisting such employees to become owners of common stock of the Company through the issuance of options to purchase shares of common stock and thus to benefit directly from the growth, development and financial success of the Company. Section 2: ADMINISTRATION The Plan shall be administered by a committee of three members (the "Committee") appointed by the Board of Directors, at least two of whom shall be members of the Board of Directors, and each of whom shall be a "disinterested person," as that term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time, or any equivalent term defined in any law, rule or regulation which may replace Rule 16b-3. The Committee shall hold office at the pleasure of the Board of Directors. The Committee shall have full authority, in its discretion, to determine the employees to whom options may be granted and the number of shares covered by such options. However, the Committee may delegate this authority to the Executive Committee of the Board of Directors of the Company with respect to all employees of the Company other than officers and directors. The Committee is authorized to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to amend or revoke any such rules and to make interpretations of the Plan and any such rules consistent with the basic purpose of the Plan. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon any person interested in the Plan. The Committee shall cause to be maintained such records as may be necessary to reflect all options granted under the Plan, the dates of such grants and the amount of shares covered thereby and may rely upon advice from the Company as to the commencement or termination of employment of participants. Section 3: SHARES SUBJECT TO THE PLAN A total of 600,000 shares of the Company's common stock, $1.00 par value, shall be available under the Plan, subject to adjustment as provided in paragraph 4 below. Such shares shall be from either authorized but unissued shares or issued shares reacquired by the Company. If any option expires or is canceled without having been fully exercised, the number of shares as to which such option was not exercised may again be optioned hereunder. Section 4: ADJUSTMENT OF SHARES If the outstanding shares of common stock of the Company are changed by any stock dividend, stock split or combination of shares, (i) the number of shares then subject to the Plan, (ii) the option price and the number of shares which may be subject to options granted at option prices of $ 1.00 per share under paragraph 6 (b) and (iii) the option price and number of shares subject to outstanding options granted under the Plan shall be proportionately adjusted. If the outstanding shares of common stock of the Company shall be exchanged for a different number or class of shares of stock of the Company by reason of a merger, reorganization, recapitalization or other change in the corporate stock structure, there shall be substituted for each share of common stock then subject to the Plan and to outstanding options granted under the Plan, the number and kind of shares of stock into which each outstanding share of common stock of the Company shall be so exchanged (except as provided in paragraph 6(f) below). In the event of any such adjustment, the purchase price per share for outstanding options granted under the Plan shall be proportionately adjusted. Section 5: PARTICIPANTS All officers and other key employees of the Company shall be eligible to receive options and thereby become participants in the Plan, except that no employee who, at the time such option would otherwise be granted, owns stock possessing more than 5% of the total combined voting power of all classes of stock of the Company shall be eligible to participate. In granting options, the Committee may include or exclude previous participants as the Committee may determine. Section 6: OPTIONS (a) Grant of Options. ---------------- Options to purchase shares of the common stock of the Company shall be granted by the Committee on behalf of the Company. The Committee shall, from time to time and within the limits of the Plan, designate officers and other key employees of the Company to whom options are to be granted, the date of grant, the number of shares to be optioned to each, and the option price. As a condition of being granted an option, an employee of the Company shall execute and deliver to the Company a Stock Option Agreement with such provisions as to option prices and such other terms, including methods of 2 withholding or prepaying required taxes, not inconsistent with the Plan as the Committee may specify. (b) Option Price. ------------ The price of the shares covered by each option granted under the Plan shall be set by the Committee in its sole discretion at an option price not less than one hundred percent of the fair market value of such shares on the date such option is granted; provided, however that options for up to 200,000 shares may be granted by the Committee at option prices of $1.00 per share. (c) Commencement of Exercisability. ------------------------------ Each option shall become exercisable at such time or times as the Committee shall determine in its sole discretion, subject, however, to the following limitations: (i) the option shall not be exercisable as to any shares covered thereby for a period of not less than one year from the date the option was granted; (ii) the option shall become exercisable as to not more than 20% of the shares covered thereby not less than one year after the date the option was granted and shall become exercisable as to not more than an additional 20% of the shares covered thereby on each of the second, third, fourth and fifth years after the date the option was granted; and (iii) the option shall become exercisable as to all shares covered thereby not later than ten days prior to the expiration of the tenth year after the date the option was granted. Notwithstanding the foregoing, but subject to the provisions of paragraph 7 below, options shall become exercisable in full pursuant to the provisions of paragraph 6(f) below. In addition, options granted to an employee who has (i) died; (ii) suffered a permanent disability; (iii) retired at age 65 or older, or (iv) retired at age 55 or older (but less than age 65) with more than ten years of continuous employment with the Company, and whose contributions to the affairs of the Company have been determined by the Board of Directors of the Company to be outstanding may, at the discretion of the Board of Directors of the Company, be exercisable immediately in full. (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. (e) Exercise of Options. ------------------- Each option shall be exercisable during 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 3 any person empowered to do so under any deceased option holder's will or under the then applicable laws of recent 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 the Exercise-Notice is delivered. The election to pay the purchase price in whole or in part by the surrender of outstanding 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. (f) Cancellation of Options. In the event of the dissolution or liquidation of the Company (whether or not as a part of a corporate reorganization) or upon a merger, consolidation or other reorganization in which the Company is not the surviving corporation (a "Cancellation Event"), then all unexercised options, or portions thereof which remain outstanding on the date of consummation of the Cancellation Event shall be canceled and be of no further force and effect; provided, 4 however, that upon the approval of the Cancellation Event by the stockholders of the Company, or the approval of the Cancellation Event by the Board of Directors of the Company if stockholder approval is not required, each option will become exercisable as to all of the shares covered thereby, irrespective of the provisions of paragraph 6(c) above. The holder of each option shall be given prompt notice of such approval by the stockholders of the Company or its Board of Directors. To the extent that any option is exercised after the giving of such notice and prior to the consummation of the Cancellation Event with respect to shares as to which the option, but for the provisions of this paragraph, would not otherwise be exercisable (the "Unexercisable Portion of the Option") then any exercise of the Unexercisable Portion of the Option under this paragraph 6(f) shall not be effective until immediately prior to the consummation of the Cancellation Event. After the giving of such notice and prior to the consummation of the Cancellation Event, any option holder may also make his exercise of any exercisable portion of his option contingent on the consummation of the Cancellation Event. If the parties to the Cancellation Event should terminate it or if either of such parties is unable to meet the conditions precedent to the consummation of the Cancellation Event within the time scheduled therefor or any extension thereof mutually agreed upon by such parties, then any exercise of the Unexercisable Portion of the Option pursuant to this paragraph 6(f) and any continent exercise of the exercisable portion of any option pursuant to the preceding sentence will be of no force and effect. Thereafter, outstanding options will be exercisable only to the extent permitted under other provisions of this Plan. (g) Options Not Transferable. ------------------------ No option shall be transferable by the option holder other than by will or the applicable laws of descent and distribution. Section 7: CONDITIONS Until satisfaction of each of the following conditions, options issued under the Plan shall not become exercisable and the Company shall have no obligation to issue shares upon exercise of any option at any time when any of the following conditions are not satisfied: (a) The Plan has been approve-d by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company present, or represented, and entitled to vote at a meeting of stockholders of the Company at which a quorum was present in person or by proxy; (b) The completion and continued effectiveness of registration and other qualification under all applicable federal and state laws, rules and regulations, including the Securities Act of 1933, of the shares of common stock issuable upon exercise of options granted under the Plan; (c) The shares issuable upon exercise of options granted under the Plan shall have been (and shall continue to be) admitted to trading 5 upon official notice of issuance on any stock exchange on which the other shares of the Company's common stock are listed; and (d) The option holder has complied with all of the provisions of the applicable Stock Option Agreement. Section 8: AMENDMENT OF PLAN Without the prior approval of stockholders, paragraph 3 may not be amended so as to increase the number of shares available under the Plan and paragraphs 6(b) and 6(c) may not be amended so as to decrease the option price or accelerate the commencement of exercisability. Except for instances where such stockholder approval is required, the Board of Directors of the Company may amend or discontinue the Plan at any time. However, no such amendment or discontinuance shall change or impair any option previously granted without the consent of the option holder. Section 9: NO RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or in any Stock Option Agreement hereunder shall confer upon any employee any right to continue in the employ of the Company or interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge any employee at any time, with or without cause. EX-10.3 4 1980 STOCK OPTION PLAN AS AMENDED 3/31/88 EXHIBIT 10.3 COMPUTER SCIENCES CORPORATION 1980 STOCK OPTION PLAN As amended March 31, 1988 Section 1: PURPOSE OF PLAN The purpose of this 1980 Stock Option Plan of Computer Sciences Corporation (the "Plan") is to further the growth and development of Computer Sciences Corporation and each subsidiary (as the term "subsidiary" is defined in Section 425(f) of the Internal Revenue Code) of Computer Sciences Corporation (herein referred to collectively with its subsidiaries as the "Company") by providing additional incentives to certain employees who have been or will be given responsibility for the management of the Company's business affairs, by assisting such employees to become owners of common stock of the Company through the issuance of options to purchase shares of common stock and thus to benefit directly from the growth, development and financial success of the Company. Section 2: ADMINISTRATION The Plan shall be administered by a committee of three members (the "Committee") appointed by the Board of Directors, at least two of whom shall be members of the Board of Directors, and each of whom shall be a "disinterested person," as that term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time, or any equivalent term defined in any law, rule or regulation which may replace Rule 16b-3. The Committee shall hold office at the pleasure of the Board of Directors. The Committee shall have full authority, in its discretion, to determine the employees to whom options may be granted and the number of shares covered by such options. However, the Committee may delegate this authority to the Executive Committee of the Board of Directors of the Company with respect to all employees of the Company other than officers and directors. The Committee is authorized to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to amend or revoke any such rules and to make interpretations of the Plan and any such rules consistent with the basic purpose of the Plan. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon any person interested in the Plan. The Committee shall cause to be maintained such records as may be necessary to reflect all options granted under the Plan, the dates of such grants and the amount of shares covered thereby and may rely upon advice from the Company as to the commencement or termination of employment of participants. Section 3: SHARES SUBJECT TO THE PLAN A total of 600,000 shares of the Company's common stock, $1.00 par value, shall be available under the Plan, subject to adjustment as provided in paragraph 4 below. Such shares shall be from either authorized but unissued shares or issued shares reacquired by the Company. If any option expires or is canceled without having been fully exercised, the number of shares as to which such option was not exercised may again be optioned hereunder. Section 4: ADJUSTMENT OF SHARES If the outstanding shares of common stock of the Company are changed by any stock dividend, stock split or combination of shares, the number of shares then subject to the Plan and the option price and number of shares subject to outstanding options granted under the Plan shall be proportionately adjusted. If the outstanding shares of common stock of the Company shall be exchanged for a different number or class of shares of stock of the Company by reason of a merger, reorganization, recapitalization or other change in the corporate stock structure, there shall be substituted for each share of common stock then subject to the Plan and to outstanding options granted under the Plan, the number and kind of shares of stock into which each outstanding share of common stock of the Company shall be so exchanged (except as provided in paragraph 6(f) below). In the event of any such adjustment, the purchase price per share for outstanding options granted under the Plan shall be proportionately adjusted. Section 5: PARTICIPANTS All officers and other key employees of the Company shall be eligible to receive options and thereby become participants in the Plan, except that no employee who, at the time such option would otherwise be granted, owns stock possessing more than 5% of the total combined voting power of all classes of stock of the Company shall be eligible to participate. In granting options, the Committee may include or exclude previous participants as the Committee may determine. Section 6: OPTIONS (a) Grant of Options. ---------------- Options to purchase shares of the common stock of the Company shall be granted by the Committee, on behalf of the Company, commencing after approval of shareholders. The Committee shall, from time to time and within the limits of the Plan, designate officers and other key employees of the Company to whom options are to be granted, the date of grant, the number of shares to be optioned to each, and the option price. As a condition of being granted an option, an employee of the Company shall execute and deliver to the Company a Stock Option Agreement with such provisions as to option prices and such other terms, including methods of withholding or prepaying required taxes, not inconsistent with the Plan as the Committee may specify. 2 (b) Option Price. ------------ The price of the shares covered by each option granted under the Plan shall be set by the Committee in its sole discretion at an option price not less than one hundred percent of the fair market value of such shares on the date such option is granted. (c) Commencement of Exercisability. ------------------------------ Each option shall become exercisable at such time or times as the Committee shall determine in its sole discretion, subject, however, to the following limitations: (i) the option shall not be exercisable as to any shares covered thereby for a period of at least one year from the date the option is granted; (ii) the option may become exercisable as to not more than 20% of the shares covered thereby at the expiration of at least one year after the date the option is granted and may become exercisable as to not more than an additional 20% of the shares covered thereby at the expiration of each of the second, third, fourth and fifth years after the date the option was granted; and (iii) the option shall become exercisable as to all shares covered thereby not later than thirty days prior to the expiration of the tenth year after the date the option is granted. Notwithstanding the foregoing, but subject to the provisions of paragraph 7 below, options shall become exercisable in full pursuant to the provisions of paragraph 6(f) below. In addition, options granted to an employee who has (i) died; (ii) suffered a permanent disability; (iii) retired at age 65 or older, or (iv) retired at age 55 or older (but less than age 65) with more than ten years of continuous employment with the Company, and whose contributions to the affairs of the Company have been determined by the Board of Directors of the Company to be outstanding may, at the discretion of the Board of Directors of the Company, be exercisable immediately in full. (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 from the date such option was granted with respect to an incentive stock option; (ii) ten years plus thirty days from the date such option was granted with respect to a non-incentive stock option; or (iii) 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 thereafter, 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; provided, however, that if the option is an incentive stock option and employment was terminated by reason of death of the holder, the option or part thereof may be exercised within one year from the date of death of the holder or ten years from the date such option was granted, whichever occurs earlier. (e) Exercise of Options. ------------------- Each option shall be exercisable during 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, 3 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 the Exercise Notice is delivered. The election to pay the purchase price in whole or in part by the surrender of outstanding 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. (f) Cancellation of Options. ----------------------- In the event of the dissolution or liquidation of the Company (whether or not as part of a corporate reorganization) or upon a merger, consolidation or other reorganization in which the Company is not the surviving corporation (a "Cancellation Event"), then all unexercised options, or portions thereof which remain outstanding on the date of consummation of the 4 Cancellation Event shall be canceled and be of no further force and effect; provided, however, that upon the approval of the Cancellation Event by the stockholders of the Company, or the approval of the Cancellation Event by the Board of Directors of the Company if stockholder approval is not required, each option will become exercisable as to all of the shares covered thereby, irrespective of the provisions of paragraph 6(c) above. The holder of each option shall be given prompt notice of such approval by the stockholders of the Company or its Board of Directors. To the extent that any option is exercised after the giving of such notice and prior to the consummation of the Cancellation Event with respect to shares as to which the option, but for the provisions of this paragraph, would not otherwise be exercisable (the "Unexercisable Portion of the Option") then any exercise of the Unexercisable Portion of the Option under this paragraph 6(f) shall not be effective until immediately prior to the consummation of the Cancellation Event. After the giving of such notice and prior to the consummation of the Cancellation Event, any option holder may also make his exercise of any exercisable portion of his option contingent on the consummation of the Cancellation Event. If the parties to the Cancellation Event should terminate it or if either of such parties is unable to meet the conditions precedent to the consummation of the Cancellation Event within the time scheduled therefor or any extension thereof mutually agreed upon by such parties, then any exercise of the Unexercisable Portion of the Option pursuant to this paragraph 6(f) and any continent exercise of the exercisable portion of any option pursuant to the preceding sentence will be of no force and effect. Thereafter, outstanding options will be exercisable only to the extent permitted under other provisions of this Plan. (g) Options Not Transferable. ------------------------ No option shall be transferable by the option holder other than by will or the applicable laws of descent and distribution. Section 7: CONDITIONS Until satisfaction of each of the following conditions, options issued under the Plan shall not become exercisable and the Company shall have no obligation to issue shares upon exercise of any option at any time when any of the following conditions are not satisfied: (a) The PIan has been approved by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company present, or represented, and entitled to vote at a meeting of stockholders of the Company at which a quorum was present in person or by proxy; (b) The completion and continued effectiveness of registration and other qualification under all applicable federal and state laws, rules and regulations, including the Securities Act of 1933, of the shares of common stock issuable upon exercise of options granted under the Plan; 5 (c) The shares issuable upon exercise of options granted under the Plan shall have been (and shall continue to be) admitted to trading upon official notice of issuance on any stock exchange on which the other shares of the Company's common stock are listed; and (d) The option holder has complied with all of the provisions of the applicable Stock Option Agreement. Section 8: AMENDMENT OF PLAN Without the prior approval of stockholders, the Plan may not be amended so as to (i) increase the number of shares available under the Plan, except in accordance with the terms of the Plan as set forth in paragraph 4 hereof, (ii) decrease the option price except in accordance with the terms of the Plan as set forth in paragraph 4 hereof, and/or (iii) accelerate the initial commencement of exercisability except in accordance with paragraphs 6(c) and 6(f) hereof. Except for instances where such stockholder approval is required, the Board of Directors of the Company may amend or discontinue the Plan at any time. However, no such amendment or discontinuance shall change or impair any option previously granted without the consent of the option holder. Section 9: NO RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or in any Stock Option Agreement hereunder shall confer upon any employee any right to continue in the employ of the Company or interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge any employee at any time, with or without cause. Section 10: LIMITATION ON GRANT OF OPTIONS AFTER DECEMBER 31, 1980 (a) In the case of any option or options granted under the Plan after December 3I, I980, the aggregate fair market value (determined as of the time the option is granted) of the stock for which any employee of the Company may be granted incentive stock options (as such term is defined in the Economic Recovery Act of 1981, Section 251 relating to Section 422A of the Internal Revenue Code of I954, as amended) in any calendar year under all stock option plans of the Company shall not exceed $100,000 plus any unused limit carryover to such year. The unused limit carryover may be carried over for three years and shall apply to any year after 1980. The unused limit carryover shall be one-half of the amount by which $100,000 exceeds the value at time of grant of the stock for which incentive stock options were granted in such prior year or years. (b) Notwithstanding the foregoing, in the case of any option or options granted after December 31, 1986, the aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by such individual during 6 any calendar year (under all such plans of the Company) shall not exceed $100,000. Section 11: DESIGNATION OF OPTIONS No options granted under the Plan prior to November 14, 1981, shall be incentive stock options. Options granted under the Plan on or after November I4, 1981, may be incentive stock options as authorized by the Committee to the extent permitted by law. EX-10.4 5 1984 STOCK OPTION PLAN AS AMENDED 3/31/88 EXHIBIT 10.4 COMPUTER SCIENCES CORPORATION 1984 STOCK OPTION PLAN As amended March 31, 1988 Section 1: PURPOSE OF PLAN The purpose of this 1984 Stock Option Plan of Computer Sciences Corporation (the "Plan") is to further the growth and development of Computer Sciences Corporation and each subsidiary (as the term "subsidiary" is defined in Section 425(f) of the Internal Revenue Code) of Computer Sciences Corporation (herein referred to collectively with its subsidiaries as the "Company") by providing additional incentives to certain employees who have been or will be given responsibility for the management of the Company's business affairs, by assisting such employees to become owners of common stock of the Company through the issuance of options to purchase shares of common stock and thus to benefit directly from the growth, development and financial success of the Company. Section 2: ADMINISTRATION The Plan shall be administered by a committee of three members (the "Committee") appointed by the Board of Directors, at least two of whom shall be members of the Board of Directors of the Company, and each of whom shall be a "disinterested person," as that term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time, or any equivalent term defined in any law, rule or regulation which may replace Rule 16b-3. The Committee shall hold office at the pleasure of the Board of Directors of the Company. The Committee shall have full authority, in its discretion, to determine the employees to whom options may be granted and the number of shares covered by such options. However, the Committee may delegate this authority to the Executive Committee of the Board of Directors of the Company with respect to all employees of the Company other than officers and directors. The Committee is authorized to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to amend or revoke any such rules and to make interpretations of the Plan and any such rules consistent with the basic purpose of the Plan. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon any person interested in the Plan. The Committee shall cause to be maintained such records as may be necessary to reflect all options granted under the Plan, the dates of such grants and the amount of shares covered thereby and may rely upon advice from the Company as to the commencement or termination of employment of participants. Section 3: SHARES SUBJECT TO THE PLAN A total of 600,000 shares of the Company's common stock, $1.00 par value, shall be available under the Plan, subject to adjustment as provided in paragraph 4 below. Such shares shall be from either authorized but unissued shares or issued shares reacquired by the Company. If any option expires or is canceled without having been fully exercised, the number of shares as to which such option was not exercised may again be optioned hereunder, provided, however, that in no event may incentive stock options (as defined in paragraph 6(c) below) be granted after ten years from the date the Plan is adopted by the Board of Directors of the Company or the date this Plan is approved by the shareholders, whichever occurs earlier. Section 4: ADJUSTMENT OF SHARES If the outstanding shares of common stock of the Company are changed by any stock dividend, stock split or combination of shares, the number of shares then subject to the Plan and the option price and number of shares subject to outstanding options granted under the Plan shall be proportionately adjusted. If the outstanding shares of common stock of the Company shall be exchanged for a different number or class of shares of stock of the Company by reason of a merger, reorganization, recapitalization or other change in the corporate stock structure, there shall be substituted for each share of common stock then subject to the Plan and to outstanding options granted under the Plan, the number and kind of shares of stock into which each outstanding share of common stock of the Company shall be so exchanged (except as provided in paragraph 6(h) below). In the event of any such adjustment, the purchase price per share for outstanding options granted under the Plan shall be proportionately adjusted. Any such adjustments in outstanding options shall be made without changing the aggregate exercise price applicable to the unexercised portions of such options. Section 5: PARTICIPANTS All officers and other key employees of the Company shall be eligible to receive options and thereby become participants in the Plan, except that no employee who, at the time such option would otherwise be granted, owns stock possessing more than 5% Of the total combined voting power of all classes of stock of the Company shall be eligible to participate. In granting options, the Committee may include or exclude previous participants as the Committee may determine. Section 6: OPTIONS (a) Grant of Options. ---------------- Options to purchase shares of the common stock of the Company shall be granted by the Committee, on behalf of the Company, commencing after approval of shareholders. The Committee shall, from time to time and within the limits of the Plan, designate officers and other key 2 employees of the Company to whom options are to be granted, the date of grant, the type of option, the number of shares to be optioned to each, and the option price. As a condition of being granted an option, an employee of the Company shall execute and deliver to the Company a Stock Option Agreement with such provisions as to option prices and such other terms, including methods of withholding or prepaying required taxes, not inconsistent with the Plan as the Committee may specify. (b) Option Price. ------------ The price for the shares covered by each option granted under the Plan shall be set by the Committee in its sole discretion at an option price not less than one hundred percent of the fair market value of such shares on the date such option is granted, provided, however, that options for up to 100,000 shares may be granted by the Committee at option prices of $1.00 per share. (c) Designation of Options. ---------------------- Options granted under the Plan may be incentive stock options (as such term is defined in Section 422A of the internal Revenue Code of 1954, as amended) or non-incentive stock options, as designated at the time of grant by the Committee. Any option granted under the Plan at an option price equal to or greater than the fair market value of the shares of stock on the date the option is granted shall be an incentive stock option to the extent permitted by law, unless otherwise designated by the Committee. (d) Limitation on Grant of Incentive Stock Options. ---------------------------------------------- The aggregate- fair market value (determined as of the date the option is granted) of the shares of stock for which any employee of the Company may be granted incentive stock options in any calendar year under all stock option plans of the Company shall not exceed $100,000.00 plus any unused limit carryover to such year. The unused limit carryover may be carried over for three years and shall apply to any year after 1980. The unused limit carryover shall be one-half of the amount by which $100,000.00 exceeds the value on the date of grant of the shares of stock for which incentive stock options were granted in such prior year or years. Notwithstanding the foregoing, in the case of any option or options granted after December 31, 1986, the aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by such individual during any calendar year (under all such plans of the Company) shall not exceed $100,000.00. (e) Commencement of Exercisability. ------------------------------ Each option shall become exercisable at such time or times as the Committee shall determine in its sole discretion, subject, however, to the following limitations: (i) the option shall not be exercisable as to any shares covered thereby for a period of at least one year from the date the option is granted; (ii) the option may become exercisable as to not more than 20% of the shares covered thereby at the expiration of at least one year after the date the option is granted and may become exercisable as to not more 3 than an additional 20% of the shares covered thereby at the expiration of each of the second, third, fourth and fifth years after the date the option was granted; and (iii) the option shall become exercisable as to all shares covered thereby not later than the expiration of the applicable time period set forth in paragraph 6(f) below. Notwithstanding the foregoing, but subject to the provisions of paragraph 7 below, options shall become exercisable in full pursuant to the provisions of paragraph 6(h) below. In addition, options granted to an employee who has (i) died; (ii) suffered a permanent and total disability, (iii) retired at age 65 or older, or (iv) retired at age 55 or older (but less than age 65) with more than ten years of continuous employment with the Company, and whose contributions to the affairs of the Company have been determined by the Board of Directors of the Company to be outstanding may, at the discretion of the Board of Directors of the Company, be exercisable immediately in full. As used in this Plan, a permanent and total disability shall mean than an option holder is unable 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 twelve months. An option holder shall not be considered to be permanently and totally disabled unless he or she furnishes proof of existence thereof to the satisfaction of the Board of Directors of the Company in such form and manner, and at such times, that the Board of Directors of the Company may require. The decision of the Board of Directors of the Company as to a condition or non-condition of permanent and total disability shall be final and binding on the Company and the option holder. (f) Termination of Exercisability. ----------------------------- Upon the first to occur of the following events, each then unexercised option or part thereof shall expire: (i) ten years from the date such option was granted with respect to an incentive stock option; (ii) ten years plus thirty days from the date such option was granted with respect to a non-incentive stock option; or (iii) the date of termination of employment for any reason whatsoever. However, in the event of termination of employment by reason of death or permanent and total disability, any unexercised option which was exercisable on the date of termination of employment may, within one year thereafter, to the extent the option was exercisable upon termination of employment, 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; provided, however, that if the option is an incentive stock option and employment was terminated by reason of death of the holder, the option or part thereof may be exercised within one year from the date of death of the holder or ten years from the date such option was granted, whichever occurs earlier. (g) Exercise of Options. Each option shall be exercisable during 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 4 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 good and sufficient 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 to pay the purchase price for shares with respect to which the option is exercised (i) by cash or good and sufficient check, or (ii) by the surrender to the Company of outstanding whole shares of the Company's common stock of the same class, or (iii) a combination of (i) and (ii), having an aggregate value of not less than the total purchase price for shares with respect to which the option is exercised. 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 the Exercise Notice is delivered. The election to pay the purchase price in whole or in part by the surrender of outstanding 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. (h) Cancellation of Options. ----------------------- In the event of the dissolution or liquidation of the Company (whether or not as part of a corporate reorganization) or upon a merger, consolidation or other reorganization in which the Company is not the surviving corporation (a "Cancellation Event"), then all unexercised options, or portions thereof which remain outstanding on the date of consummation of the Cancellation Event shall be canceled and be of no further force and effect, provided, however, that upon the approval of the Cancellation Event by the shareholders of the Company, or the approval of the Cancellation Event by the Board of Directors of the Company if shareholder approval is not required, each option will become 5 exercisable as to all of the shares covered thereby, irrespective of the provisions of paragraph 6(e) above. The holder of each option shall be given prompt notice of such approval by the shareholders of the Company or its Board of Directors. To the extent that any option is exercised after the giving of such notice and prior to the consummation of the Cancellation Event with respect to shares as to which the option, but for the provisions of this paragraph, would not otherwise be exercisable (the "Unexercisable Portion of the Option") then any exercise of the Unexercisable Portion of the Option under this paragraph 6(h) shall not be effective until immediately prior to the consummation of the Cancellation Event. After the giving of such notice and prior to the consummation of the Cancellation Event, any option holder may also make his exercise of any exercisable portion of his option contingent on the consummation of the Cancellation Event. If the parties to the Cancellation Event should terminate it or if either of such parties is unable to meet the conditions precedent to the consummation of the Cancellation Event within the time scheduled therefor or any extension thereof mutually agreed upon by such parties, then any exercise of the Unexercisable Portion of the Option pursuant to this paragraph 6(h) and any contingent exercise of the exercisable portion of any option pursuant to the preceding sentence will be of no force and effect. Thereafter, outstanding options will be exercisable only to the extent permitted under other provisions of this Plan. (i) Options Not Transferable. ------------------------ No option shall be transferable by the option holder other than by will or the applicable laws of descent and distribution. Section 7: CONDITIONS Until satisfaction of each of the following conditions, options issued under the Plan shall not become exercisable and the Company shall have no obligation to issue shares upon exercise of any option at any time when any of the following conditions are not satisfied: (a) The Plan has been approved by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company present, or represented, and entitled to vote at a meeting of shareholders of the Company at which a quorum was present in person or by proxy; (b) The completion and continued effectiveness of registration and other qualification under all applicable federal and state laws, rules and regulations, including the Securities Act of I933, of the shares of common stock issuable upon exercise of options granted under the Plan; (c) The shares issuable upon exercise of options granted under the Plan shall have been (and shall continue to be) admitted to trading upon official notice of issuance on any stock exchange on which the other shares of the Company's common stock are listed; and 6 (d) The option holder has complied with all of the provisions of the applicable Stock Option Agreement. Section 8: AMENDMENT OF PLAN Without the prior approval of shareholders, the Plan may not be amended so as to (i) increase the number of shares available under the Plan, except in accordance with the terms of the Plan as set forth in paragraph 4 hereof, (ii) decrease the option price except in accordance with the terms of the Plan as set forth in paragraph 4 hereof, and/or (iii) accelerate the initial commencement of exercisability except in accordance with paragraphs 6(e) and 6(h) hereof. Except for instances where such shareholder approval is required, the Board of Directors of the Company may amend or discontinue the Plan at any time. However, no such amendment or discontinuance shall change or impair any option previously granted without the consent of the option holder. Section 9: NO RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or in any Stock Option Agreement hereunder shall confer upon any employee any right to continue in the employ of the Company or interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge any employee at any time, with or without cause. 7 EX-10.8 6 1992 STOCK INCENTIVE PLAN AS AMENDED 8/9/93 EXHIBIT 10.8 COMPUTER SCIENCES CORPORATION 1992 STOCK INCENTIVE PLAN As amended August 9, 1993 Section 1: PURPOSE OF PLAN The purpose of this 1992 Stock Incentive Plan ("Plan") of Computer Sciences Corporation, a Nevada corporation (the "Company"), is to enable the Company and its subsidiaries to attract, retain and motivate their employees by providing for or increasing the proprietary interests of such employees in the Company. Section 2: PERSONS ELIGIBLE UNDER PLAN Any person, including any director of the Company, who is an employee of the Company or any of its subsidiaries (an "Employee") shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder. Section 3: AWARDS (a) The Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with an Employee that is not inconsistent with the provisions of this Plan and that by its terms, involves or might involve the issuance of (i) shares of common stock, par value $1.00 per share, of the Company ("Common Shares"), or (ii) a Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any such arrangement is referred to herein as the "grant" of an "Award." (b) Awards are not restricted to any specified form or structure and may include, but are not limited to, sales, bonuses and other transfers of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, limited stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative. (c) Common Shares may be issued pursuant to an Award for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award. (d) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted hereunder, which terms and conditions may include, among other things: (i) any provision necessary for such Award to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (an "Incentive Stock Option"); (ii) a provision permitting the recipient of such Award (including any recipient who is a director or officer of the Company) to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, and/or to pay such recipient's tax withholding obligation with respect to such issuance, in whole or in part, by delivering previously owned shares of capital stock of the Company (including "pyramiding") or other property, and/or by reducing the amount of Common Shares or other property otherwise issuable pursuant to such Award; or (iii) a provision conditioning or accelerating the receipt of benefits pursuant to such Award, either automatically or in the discretion of the Committee, upon the occurrence of specified events, including, without limitation, a change of control of the Company, an acquisition of a specified percentage of the voting power of the Company, the dissolution or liquidation of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in Section 7 hereof. Section 4: STOCK SUBJECT TO PLAN (a) The aggregate number of Common Shares that may be issued pursuant to all Incentive Stock Options granted under this Plan shall not exceed 1,000,000, subject to adjustment as provided in Section 7 hereof. (b) At any time, the aggregate number of Common Shares issued and issuable pursuant to all Awards (including all Incentive Stock Options) granted under this Plan shall not exceed 1,000,000, subject to adjustment as provided in Section 7 hereof. (c) For purposes of Section 4(b) hereof, the aggregate number of Common Shares issued and issuable pursuant to Awards granted under this Plan shall at any time be deemed to be equal to the sum of the following: (i) the number of Common Shares which were issued prior to such time pursuant to Awards granted under this Plan, other than Common Shares which were subsequently reacquired by the Company pursuant to the terms and conditions of such Awards and with respect to which the holder thereof received no benefits of ownership such as dividends; plus 2 (ii) the number of Common Shares which were otherwise issuable prior to such time pursuant to Awards granted under this Plan but which were withheld by the Company as payment of the purchase price of the Common Shares issued pursuant to such Awards or as payment of the recipient's tax withholding obligation with respect to such issuance; plus (iii) the maximum number of Common Shares which are or may be issuable at or after such time pursuant to Awards granted under this Plan. Section 5: DURATION OF PLAN Awards may not be granted under this Plan after June 15, 2002. Although Common Shares may be issued after June 15, 2002 pursuant to Awards that were duly granted prior to such date, no Common Shares may be issued under this Plan after June 15, 2012. Section 6: ADMINISTRATION OF PLAN (a) This Plan shall be administered by a committee of the Board of Directors (the "Committee") consisting of two or more directors, each of whom is a Disinterested Person (as such term is defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from time to time). (b) Subject to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following: (i) adopt, amend and rescind rules and regulations relating to this Plan; (ii) determine which persons meet the requirements of Section 2 hereof for eligibility under this Plan and to which of such eligible persons, if any, Awards shall be granted hereunder; (iii) grant Awards to eligible persons and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto; (iv) determine whether, and the extent to which adjustments are required pursuant to Section 7 hereof; and (v) interpret and construe this Plan and the terms and conditions of any Award granted hereunder. 3 Section 7: ADJUSTMENTS If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or if 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, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise: (a) the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under this Plan; and (b) the Committee shall make appropriate and proportionate adjustments in the maximum number and type of shares or other securities that may be issued pursuant to Awards thereafter granted under this Plan. Section 8: AMENDMENT AND TERMINATION OF PLAN The Board of Directors may amend or terminate this Plan at any time and in any manner, subject to the following: (a) the recipient of any Award shall not be deprived of such Award or any of his or her rights thereunder or with respect thereto without his or her consent as a result of any such amendment or termination; and (b) if any rule, regulation or procedure of any national securities exchange upon which any securities of the Company are listed, or any listing agreement with any such securities exchange, requires that any such amendment be approved by the shareholders of the Company, then such amendment shall not be effective unless and until it is approved by the affirmative vote of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting of the shareholders of the Company. Section 9: TRANSITIONAL PROVISIONS (a) Any Award granted under this Plan to an Employee who is then subject to Section 16 of the Exchange Act shall be subject to the following limitations: (i) If Common Shares will or may in the future be issued pursuant to such Award for any consideration other than services rendered 4 by such Employee, the amount of such consideration shall either (A) be equal to the par value of such shares or (B) be equal to or greater than 50% of the Fair Market Value (as hereinafter defined) of such shares on the date of grant of such Award. The "Fair Market Value" of a Common Share on any day shall be equal to the last sale price, regular way, of a Common Share on such day, 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 the principal national securities exchange on which the Common Shares are listed or admitted to trading. (ii) If such Award is an option or similar right (including a stock appreciation right), then such Award (A) shall not be transferable other than by will or the laws of descent and distribution and (B) shall be exercisable during such Employee's lifetime only by such Employee or by his or her guardian or legal representative. (b) Notwithstanding Section 6(a) hereof, the Committee shall consist of three or more directors of the Company, each of whom is both (i) a Disinterested Person (as such term is defined in Rule 16b-3 promulgated under the Exchange Act and in effect on April 30, 1991) and (ii) a Disinterested Person (as such term is defined in Rule 16b-3, as amended effective May 1, 1991, and as such Rule may be further amended from time to time). (c) This Section 9 shall be effective until, but only until, September 1, 1994 or such earlier date as shall be specified by the Board of Directors. Section 10: EFFECTIVE DATE OF PLAN This Plan shall be effective as of June 15, 1992, the date upon which it was approved by the Board of Directors; provided, however, that no Common Shares may be issued under this Plan until it has been approved by the affirmative votes of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting of the shareholders of the Company. 5 EX-11 7 EXHIBIT 11 COMPUTER SCIENCES CORPORATION CALCULATION OF EARNINGS PER SHARE (In thousands except earnings per share)
First Quarter Ended ______________________ June 28, June 30, 1996 1995 __________ __________ Net income $33,248 $27,717 ========== ========== Shares: Weighted average shares outstanding 56,111 55,302 Common stock equivalents 1,584 1,527 __________ __________ Total for primary and fully diluted 57,695 56,829 ========== ========== Earnings Per Share: Primary and fully diluted* $ 0.58 $ 0.49 ========== ==========
[FN] * The fully diluted calculation is submitted in accordance with Regulation S-K item 601 (b) (11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. EX-27 8 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 1000 Mar-29-1996 Mar-30-1996 Jun-28-1996 3-MOS 18,876 0 1,102,462 41,022 0 1,164,705 1,261,059 558,658 2,697,953 772,885 437,724 56,544 0 0 1,294,406 2,697,953 0 1,165,072 0 943,125 66,165 375 6,131 54,548 21,300 33,248 0 0 0 33,248 0.58 0.58
EX-28 9 EXHIBIT 28 COMPUTER SCIENCES CORPORATION REVENUES BY MARKET SECTOR ($ in millions)
Fiscal Period Ended % of Total __________________________ __________________ June 28, June 30, June 28, June 30, 1996 1995 1996 1995 ___________ ___________ ________ ________ FIRST QUARTER - ------------- U.S. Commercial 407.0 345.5 35 36 International Commercial 312.4 238.6 27 24 ___________ ___________ ________ ________ Global Commercial 719.4 584.1 62 60 ___________ ___________ ________ ________ Dept. of Defense $ 297.0 $224.6 25% 24% NASA 75.6 79.0 7 8 Civil agencies 73.1 79.1 6 8 ___________ ___________ ________ ________ U.S. Federal Government 445.7 382.7 38 40 ___________ ___________ ________ ________ Total revenues $1,165.1 $966.8 100% 100% =========== =========== ======== ========
-----END PRIVACY-ENHANCED MESSAGE-----