As filed with the Securities and Exchange Commission on February 7, 1996
Registration No. 33-______
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Nevada 95-2043126
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2100 East Grand Avenue
El Segundo, California 90245
(Address of principal executive offices) (zip code)
</TABLE>
MATCHED ASSET PLAN
(Full Title of the Plan)
HAYWARD D. FISK, ESQ.
Vice President, General Counsel and Secretary
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
(Name and Address of Agent For Service)
(310) 615-0311
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered Per Share Price Fee
- ------------------- ------------ --------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00(1) 1,500,000 $77.375(2) $116,062,500.00 $40,021.55
<FN>
(1) Including the associated preferred stock purchase rights. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on February 1, 1996.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the Securities
and Exchange Commission are hereby incorporated in this Registration Statement
by reference:
(1) the Annual Report of the Registrant on Form 10-K for the fiscal year
ended March 31, 1995, as amended by Amendment No. 1 on Form 10-K/A filed on
January 26, 1996;
(2) the Annual Report of the Matched Asset Plan on Form 11-K for the fiscal
year ended December 31, 1994;
(3) the Quarterly Reports of the Registrant on Form 10-Q for the fiscal
quarters ended June 30, 1995 and September 29, 1995;
(4) the description of the Common Stock contained in the Registration
Statement of the Registrant on Form 10, as amended; and
(5) the description of the rights to purchase preferred stock contained in
the Registration Statement of the Registrant on Form 8-A, as amended.
All reports and other documents filed by the Registrant or the Matched Asset
Plan after the date hereof pursuant to Sections 13(a) or (c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such securities then remaining unsold shall be deemed
to be incorporated in this Registration Statement by reference and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada General Corporation Law provides that a
corporation may indemnify any person 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, by
reason of the fact that he or she is 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. A corporation may indemnify any
such person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person identified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interest of the corporation and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. In the
case of an action by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the court in which such action or suit was brought or another
court of competent jurisdiction shall determine that in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity therefor. Section 78.751 further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
The Registrant's Restated Articles of Incorporation, as amended (the
"Charter"), provide that the Registrant shall, to the fullest extent permitted
by applicable law, indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding of the type described
above by reason of the fact that he or she is or was or has agreed to become a
director or officer of the Registrant, or is serving at the request of the
Registrant as director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, provided that with
respect to any action, suit or proceeding initiated by a director or officer,
the Registrant shall indemnify such director or officer only if the action,
suit or proceeding was authorized by the Registrant's Board of Directors or is
a suit for enforcement of rights to indemnification or advancement of expenses
in accordance with the procedure therefor prescribed in the Charter.
The Charter also provides that the expenses of directors and officers incurred
as a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, shall be paid by the
Registrant as they are incurred and in advance of the final disposition of the
action, suit or proceeding, provided that if applicable law so requires, the
advance payment of expenses shall be made only upon receipt by the Registrant
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event it is ultimately determined by a final
decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
the Charter.
<PAGE>
The Registrant has entered into Indemnification Agreements with each of its
directors and officers pursuant to which it has indemnified them against
expenses incurred in connection with any claims made against them as a result
of any act, omission, neglect or breach of duty committed or suffered while
acting as a director or officer of the Registrant, or while serving at the
request of the Registrant as a director of officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
These Indemnification Agreements do not obligate the Registrant to make any
payment in connection with a claim against a director or officer to the extent
that: (a) payment is made under an insurance policy, (b) the director or
officer is otherwise indemnified, (c) the claim is based upon the director or
officer gaining any improper personal profit or advantage to which he or she
is not legally entitled, (d) the claim is for an accounting of profits made
from the purchase or sale by the director or officer of securities of the
Registrant within the meaning of Section 16(b) of the Securities Exchange Act
of 1934 or (e) the claim is brought about or contributed to by the dishonesty
of the director or officer, but only if a judgment or other final adjudication
adverse to the director or officer establishes that he or she committed acts
of active and deliberate dishonesty, with actual dishonest purpose and intent,
which acts were material to the cause of action so adjudicated. The
Indemnification Agreements provide that the costs and expenses incurred by
directors and officers in defending or investigating any action, suit,
proceeding or investigation will be paid by the Registrant in advance of the
final disposition of the matter upon receipt of a written undertaking by or on
behalf of the director or officer to repay any such amounts if it is
ultimately determined that he or she is not entitled to indemnification under
the Indemnification Agreement. No such advance will be made by the
Registrant, however, if, within 60 days of a request for such an advance, a
determination is reasonably made by the Board of Directors or independent
legal counsel, based upon the facts known at the time, that it is more likely
than not it will ultimately be determined that the director or officer is not
entitled to indemnification under the Indemnification Agreement.
The Registrant currently maintains an insurance policy which, within the
limits and subject to the terms and conditions thereof, covers certain
expenses and liabilities that may be incurred by directors and officers in
connection with or as a consequence of certain actions, suits or proceedings
that may be brought against them as a result of an act or omission committed
or suffered while acting as a director or officer of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8 Exhibits.
4.1 1994 Amendment and Restatement of Computer Sciences Corporation Matched
Asset Plan, as amended
4.2 Restated Articles of Incorporation of the Registrant filed with the
Nevada Secretary of State on November 21, 1988 (incorporated by reference to
Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1989)
4.3 Amendment to Restated Articles of Incorporation of the Registrant filed
with the Nevada Secretary of State on August 11, 1992 (incorporated by
<PAGE>
reference to Appendix B to the Registrant's Proxy Statement for the Annual
Meeting of Stockholders held on August 10, 1992)
4.4 Bylaws of the Registrant, effective January 31, 1993 (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995)
4.5 Amended and Restated Rights Agreement, effective October 30, 1995, by and
between the Registrant and Chemical Mellon Shareholder Services, as successor
Rights Agent (incorporated by reference to Exhibit 10.27 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 1995)
23.1 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on pages 7 and 8 of this Registration
Statement)
The undersigned Registrant hereby undertakes to submit the 1994 Amendment and
Restatement of Computer Sciences Corporation Matched Asset Plan, as amended,
and any amendments thereto to the Internal Revenue Service in a timely manner
and to make all changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of El Segundo, State of California, on
this 5th day of February, 1996.
COMPUTER SCIENCES CORPORATION
By/s/ VAN B. HONEYCUTT
-----------------------
Van B. Honeycutt
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Van B.
Honeycutt, Leon J. Level and Hayward D. Fisk, and each of them, as such
person's true and lawful attorney-in-fact and agent with full power of
substitution for such person and in such person's name, place and stead, in
any and all capacities, to sign and to file with the Securities and Exchange
Commission, any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ VAN B. HONEYCUTT President, Chief Executive
Van B. Honeycutt Officer and Director
(Principal Executive Officer) February 5, 1996
/s/ LEON J. LEVEL Vice President, Chief Financial
Leon J. Level Officer and Director
(Principal Financial Officer) February 5, 1996
/s/ DENIS M. CRANE Vice President and Controller
Denis M. Crane (Principal Accounting Officer) February 5, 1996
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM R. HOOVER Chairman of the Board
William R. Hoover February 5, 1996
/s/ HOWARD P. ALLEN Director
Howard P. Allen February 5, 1996
/s/ IRVING W. BAILEY,II Director
Irving W. Bailey, II February 5, 1996
/s/ RICHARD C. LAWTON Director
Richard C. Lawton February 5, 1996
/s/ F. WARREN McFARLAN Director
F. Warren McFarlan February 5, 1996
/s/ JAMES R. MELLOR
James R. Mellor Director February 5, 1996
/s/ ALVIN E. NASHMAN Director
Alvin E. Nashman February 5, 1996
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Computer Sciences Corporation Retirement Plans Committee has duly caused this
Registration Statement to be signed on behalf of the Computer Sciences
Corporation Matched Asset Plan by the undersigned, thereunto duly authorized,
in the City of El Segundo, State of California, on this 5th day of February,
1996.
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
By/s/ LEON J. LEVEL
-----------------------
Leon J. Level, Chairman
Computer Sciences Corporation
Retirement Plans Committee
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 1994 Amendment and Restatement of Computer Sciences Corporation
Matched Asset Plan, as amended
4.2 Restated Articles of Incorporation of the Registrant filed with
the Nevada Secretary of State on November 21, 1988 (incorporated
by reference to Exhibit III(i) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended March 31, 1989)
4.3 Amendment to Restated Articles of Incorporation of the
Registrant filed with the Nevada Secretary of State on August
11, 1992 (incorporated by reference to Appendix B to the
Registrant's Proxy Statement for the Annual Meeting of
Stockholders held on August 10, 1992)
4.4 Bylaws of the Registrant, effective January 31, 1993
(incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1995)
4.5 Amended and Restated Rights Agreement, effective October 30,
1995, by and between the Registrant and Chemical Mellon
Shareholder Services, as successor Rights Agent (incorporated by
reference to Exhibit 10.27 to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 29, 1995)
23.1 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on pages 7 and 8 of this
Registration Statement)
</TABLE>
<PAGE>
Exhibit 4.1
1994 AMENDMENT AND RESTATEMENT OF
COMPUTER SCIENCES CORPORATION
MATCHED ASSET PLAN
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Articles Page(s)
- -------- -------
<S> <C>
ARTICLE 1.
GENERAL 1
1.1 Plan Name and Purpose 1
1.2 Effective Date 1
ARTICLE 2.
DEFINITIONS 1
2.1 Account or Participant's Accounts 1
2.2 Affiliated Company 2
2.3 Beneficiary 2
2.4 Board of Directors 2
2.5 Break in Service 2
2.6 Code 2
2.7 Committee 2
2.8 Company 3
2.9 Compensation 3
2.10 Compensation Deferral Contributions 4
2.11 Distributable Benefit 4
2.12 Early Retirement Date 4
2.13 Effective Date 4
2.14 Eligibility Date 4
2.15 Eligible Employee 5
2.16 Employee 5
2.17 Employment Commencement Date 6
2.18 ERISA 6
2.19 Excess Aggregate Contribution 6
2.20 Excess Contribution 6
2.21 Excess Deferral 6
2.22 Family Member 6
2.23 Forfeiture Account 6
2.24 415 Compensation 6
2.25 Highly Compensated Employee 7
2.26 Highly Compensated Former Employee 8
2.27 Highly Compensated Participant 8
2.28 Hour of Service 8
2.30 Investment Fund 10
2.31 Leased Employee 10
2.32 Leave of Absence 10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
2.33 Matching Contributions 10
2.34 Maternity or Paternity Absence 10
2.35 Non-Elective Contribution 11
2.36 Non-Highly Compensated Participant 11
2.37 Normal Retirement 11
2.38 Normal Retirement Age 11
2.39 Normal Retirement Date 11
2.40 Participant 11
2.41 Participating Employer 12
2.42 Period of Severance 12
2.43 Plan 12
2.44 Plan Administrator 12
2.45 Plan Year 12
2.46 Postponed Retirement Date 12
2.47 Prior Plan 12
2.48 Severance 12
2.49 Severance Date 12
2.50 Service 12
2.51 Spouse (Surviving Spouse) 14
2.52 Stock 14
2.53 Top Paid Group 15
2.54 Total and Permanent Disability 15
2.55 Trust and Trust Fund 15
2.56 Trust Agreement 16
2.57 Trustee 16
2.58 Valuation Date 16
2.59 Vested Interest 16
2.60 Year of Service 16
ARTICLE 3.
ELIGIBILITY AND PARTICIPATION 16
3.1 Eligibility to Participate 16
ARTICLE 4.
COMPENSATION DEFERRALS 17
4.1 Compensation Deferral Agreement 17
4.2 Modification, Revocation or Termination of Compensation
Deferral Agreement 17
4.3 Amount Subject to Deferral 18
4.4 Limitation on Compensation Deferrals by Highly Compensated
Employees 18
4.5 Provisions for Distribution of Excess Compensation
Deferrals By Highly Compensated Employees 21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
4.6 Provisions for Distribution of Annual Compensation
Deferral Contributions in Excess of the Applicable Limit 22
4.7 Character of Amounts Contributed as Compensation Deferrals 22
4.8 Participant Voluntary Contributions 23
4.9 Participant Transfer Contributions 23
ARTICLE 5.
EMPLOYER CONTRIBUTIONS 23
5.1 Amount of Employer Contributions 23
5.2 Special Limitations on Matching Contributions 24
5.3 Return of Excess Matching Contributions on Behalf of
Highly Compensated Employees 24
5.4 Irrevocability 25
ARTICLE 6.
TRUSTEE AND TRUST FUND 26
6.1 In General 26
ARTICLE 7.
INVESTMENT FUNDS 26
7.1 Investment of Matching Contributions and Retirement Accounts. 26
7.2 Investment of Accounts and Contributions 28
7.3 Special Investment Rules. 29
ARTICLE 8.
VESTING 29
8.1 Vested Interest in Compensation Deferral Account,
Retirement Account and Transfer Account 29
8.2 Vested Interest in Matching Contributions Account 30
ARTICLE 9.
PAYMENT OF PLAN BENEFITS 31
9.1 Distribution Upon Retirement 31
9.2 Distribution Upon Death Prior to Payment of Benefits 31
9.3 Distribution Upon Disability Prior to Retirement Date 32
9.4 Severance Prior to Normal Retirement Date 32
9.5 Forfeitures; Restoration 33
9.6 Payment of Distributable Benefit 33
9.7 Withdrawals 34
9.8 Designation of Beneficiary 36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
9.9 Facility of Payment 38
9.10 Payee Consent 38
9.11 Additional Requirements for Distribution 38
9.12 Direct Transfer of Distribution 39
ARTICLE 10.
VALUATION OF ACCOUNTS 40
ARTICLE 11.
OPERATION AND ADMINISTRATION OF THE PLAN 40
11.1 Plan Administration 40
11.2 Committee Powers 41
11.3 Investment Manager 42
11.4 Committee Procedure 42
11.5 Compensation of Committee 43
11.6 Resignation and Removal of Members 43
11.7 Appointment of Successors 43
11.8 Records 43
11.9 Reliance Upon Documents and Opinions 43
11.10 Requirement of Proof 44
11.11 Reliance on Committee Memorandum 44
11.12 Multiple Fiduciary Capacity 44
11.13 Limitation on Liability 44
11.14 Indemnification 45
11.15 Bonding 45
11.16 Prohibition Against Certain Actions 45
11.17 Plan Expenses 46
11.18 Participant Loans 46
ARTICLE 12.
MERGER OF COMPANY; MERGER OF PLAN 46
12.1 Effect of Reorganization or Transfer of Assets 46
12.2 Merger Restriction 47
ARTICLE 13.
PLAN TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS 47
13.1 Plan Termination 47
13.2 Discontinuance of Contributions 47
13.3 Rights of Participants 48
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
13.4 Trustee's Duties on Termination 48
13.5 Partial Termination 49
13.6 Failure to Contribute 49
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 14.
APPLICATION FOR BENEFITS 49
14.1 Application for Benefits 49
14.2 Action on Application 49
14.3 Appeals 50
ARTICLE 15.
LIMITATIONS ON CONTRIBUTIONS 51
15.1 General Rule 51
15.2 Annual Additions 51
15.3 Other Defined Contribution Plans 51
15.4 Combined Plan Limitation (Defined Benefit Plan) 52
15.5 Adjustments for Excess Annual Additions 52
15.6 Disposition of Excess Amounts 52
15.7 Affiliated Company 52
ARTICLE 16.
RESTRICTION ON ALIENATION 53
16.1 General Restrictions Against Alienation 53
16.2 Nonconforming Distributions Under Court Order 53
ARTICLE 17.
PLAN AMENDMENTS 54
17.1 Amendments 54
ARTICLE 18.
MISCELLANEOUS 55
18.1 No Enlargement of Employee Rights 55
18.2 Mailing of Payments; Lapsed Benefits 55
18.3 Addresses 56
18.4 Notices and Communications 56
18.5 Reporting and Disclosure 57
18.6 Interpretation 57
18.7 Withholding for Taxes 57
18.8 Limitation on Company, Participating Employer, Committee
and Trustee Liability 57
18.9 Successors and Assigns 57
18.10 Counterparts 57
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 19.
TOP-HEAVY PLAN RULES 57
19.1 Applicability 58
19.2 Definitions 58
19.3 Top-Heavy Status 59
19.4 Minimum Contributions 61
19.5 Maximum Annual Addition 62
19.6 Vesting Rules 62
19.7 Non-Eligible Employees 62
ARTICLE 20.
ESOP 63
20.1 Retirement and Matching Contribution Accounts 63
20.2 Exempt Loan 63
20.3 Eligible Participant 65
ARTICLE 21.
ANNUITY REQUIREMENTS 65
21.1 Coverage 65
21.2 Qualified Joint and Survivor Annuity 65
21.3 Qualified Preretirement Survivor Annuity 65
21.4 Optional Form of Benefit 66
21.5 Definitions 66
21.6 Notice Requirements 67
</TABLE>
<PAGE>
ARTICLE 1
GENERAL
1.1 Plan Name and Purpose. The name of this Plan is the "Computer Sciences
Corporation Matched Asset Plan" (the "Plan"). The purpose of this instrument
is to amend and restate in its entirety the terms and conditions of the Plan.
This Plan is intended to qualify under Code Section 401(a) and with respect to
the portion hereof intended to qualify as a qualified cash or deferred
arrangement, to satisfy the requirements of Code Section 401(k), and with
respect to the portion intended to qualify as an employee stock ownership
plan, to satisfy the requirements of Code Section 4975(e)(7).
1.2 Effective Date. The original effective date of the Plan was February 1,
1967. The effective date of this amendment and restatement is January 1, 1989,
except as otherwise expressly provided herein.
Except as expressly stated to the contrary herein, the provisions of this
instrument amending and restating the Plan are not intended to enlarge the
rights of any Participant whose employment for the Company and all Affiliated
Companies terminated prior to January 1, 1989, and all questions relating to
the rights of any Participant who terminated prior to January 1, 1989 shall be
determined in accordance with the Plan provisions in effect at such
termination unless the clear meaning of the language of this Plan document
indicates a different intent.
ARTICLE 2
DEFINITIONS
2.1 Account or Participant's Accounts. The following Plan accounts
maintained by the Committee for each Participant:
(a) "Compensation Deferral Account" shall mean the account established
and maintained for a Participant to record amounts held in the Trust Fund
which are attributable to Compensation Deferral Contributions made by a
Participating Employer on behalf of such Participant in accordance with
Section 5.1(a)(i) hereof.
(b) "Matching Contributions Account" shall mean the account established
and maintained for a Participant to record amounts held in the Trust Fund
which are attributable to Matching Contributions made by a Participating
Employer on behalf of such Participant in accordance with Section 5.1(a)(ii)
hereof.
(c) "Retirement Account" shall mean the account established and
maintained for a Participant to record amounts held in the Trust Fund which
are attributable solely to a Participating Employer contributions on behalf of
such Participant for Plan Years ending prior to January 1, 1987.
(d) "Transfer Account" shall mean the account established and maintained
for a Participant to record amounts held in the Trust Fund which are
attributable to Participant transfer contributions under Section 4.9 hereof.
2.2 Affiliated Company.
(a) Any corporation that is included in a controlled group of
corporations, within the meaning of Section 414(b) of the Code, that includes
the Company,
(b) Any trade or business (whether or not incorporated) that is under
common control with the Company within the meaning of Section 414(c) of the
Code,
(c) Any member of an affiliated service group, within the meaning of
Section 414(m) of the Code, that includes the Company, and
(d) Any other entity required to be aggregated with the Company pursuant
to regulations under Section 414(o) of the Code.
2.3 Beneficiary. The person or persons last designated by a Participant as
set forth in Section 9.8 or, if there is no designated Beneficiary or
surviving Beneficiary, the person or persons designated in Section 9.8 to
receive the Distributable Benefit of a deceased Participant in such event.
2.4 Board of Directors. The Board of Directors of Computer Sciences
Corporation or the Executive Committee of the Board of Directors (if duly
authorized to act for and in place of the Board of Directors with respect to
the Plan).
2.5 Break in Service. With respect to any Employee, a twelve consecutive
month Period of Severance provided, however, that for the sole purpose of
determining whether a Break in Service has occurred, the Severance Date of an
Employee who is absent from Service on account of a Maternity or Paternity
Absence beyond the first anniversary of the first date of absence shall be the
second anniversary of the first date of such absence. The period between the
first and second anniversaries of the commencement of such
<PAGE>
Maternity or Paternity Absence shall be neither a Period of Service nor a
Period of Severance.
2.6 Code. The Internal Revenue Code of 1986 as amended from time to time.
2.7 Committee. The Committee described in Article 11 hereof.
2.8 Company. Computer Sciences Corporation.
2.9 Compensation. Base compensation plus any compensation under a formal
sales incentive plan paid by a Participating Employer for a Plan Year by
reason of services performed by a Participant, but shall not include overtime,
bonuses or any other special pay. Determination of "Compensation" shall be
subject to the following special rules:
(a) Amounts deducted pursuant to authorization by a Participant or
pursuant to requirements of law (including amounts of Compensation deferred in
accordance with the provisions of Section 5.1(a)(i) and which qualify for
treatment under Code Section 401(k) and amounts of Compensation deducted under
a plan which satisfies the requirements of Section 125 of the Code) shall be
included in "Compensation," except as specifically provided to the contrary
elsewhere in this Plan;
(b) All other fringe benefits, and contributions by a Participating
Employer to and benefits under any employee benefit plan shall not be included
in Compensation;
(c) Amounts paid or payable by reason of services performed during any
period in which an Eligible Employee is not a Participant under this Plan
shall not be included in Compensation;
(d) Amounts not included in a Participant's gross income for his current
taxable year pursuant to deferred compensation plans (other than amounts
described in (a) above) shall not be included in Compensation;
(e) Amounts included in any Participant's gross income with respect to
life insurance as provided by Code Section 79 shall not be included in
Compensation;
(f) Compensation in excess of $200,000 shall be disregarded except that
such amount shall be adjusted at the same time and in the same manner as
permitted under Code Section 415(d). In applying this limitation, the family
group of a Highly Compensated Participant who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such
<PAGE>
Participant is either a "five percent owner" (as defined in Code Section
416(i)) of the Company or one of the ten (10) Highly Compensated Employees
paid the greatest "415 Compensation" during the year, shall be treated as a
single Participant, except that for this purpose Family Members shall include
only the affected Participant's spouse and any lineal descendants who have not
attained age nineteen (19) before the close of the year. If, as a result of
the application of such rules the adjusted $200,000 limitation is exceeded,
then the limitation shall be prorated among the affected Family Members in
proportion to each such Family Member's Compensation prior to the application
of this limitation.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual Compensation of each
Participant taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Code Section 401(a)(17)(B). The cost of living adjustment in effect for
a calendar year applies to any periods, not exceeding 12 months, over which
Compensation is determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than 12 months, the OBRA
'93 annual compensation limit will be multiplied by a fraction, the numerator
of which is the number of months in the determination period, and the
denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any reference in this
Plan to the limitation under Code Section 401(a)(17) shall mean the OBRA '93
annual compensation limit set forth in this provision.
If Compensation for any prior determination period is taken into account in
determining a Participant's benefit accruing in the current Plan Year, the
Compensation for that prior determination is subject to the OBRA '93 annual
compensation limit in effect for that prior determination period. For this
purpose, for determination periods beginning before the first day of the first
Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.
2.10 Compensation Deferral Contributions. Contributions described in Section
5.1(a)(i).
2.11 Distributable Benefit. The Vested Interest of a Participant in this
Plan which is determined and distributable to the Participant, in accordance
with the provisions of Articles 8 and 9, upon the Participant's Severance.
2.12 Early Retirement Date. The first day of the month that coincides with
or next follows the date the Participant incurs a Severance after attaining at
least age fifty-five (55).
<PAGE>
2.13 Effective Date. With respect to this Amended and Restated Plan, January
1, 1989, subject, however, to the provisions of Section 1.2; with respect to
the Plan, February 1, 1967.
2.14 Eligibility Date. The first day of the payroll period coinciding with
or next following the date an Eligible Employee satisfies the eligibility and
participation requirements as provided in
Article 3.
2.15 Eligible Employee.
(a) Any Employee of a Participating Employer, except as noted in
subsection (b) below.
(b) The term "Eligible Employee" does not include:
(i) Any Employee who is covered by a collective bargaining agreement
to which a Participating Employer is a party if there is evidence that
retirement benefits were the subject of good faith bargaining between the
Participating Employer and the collective bargaining representative, unless
the collective bargaining agreement provides for coverage under this Plan.
(ii) Any Employee who is a "Leased Employee" as defined in Section 2.31
(iii) Any Employee who is classified as an independent contractor by a
Participating Employer without regard to whether the remuneration to such
person is reported on a Form W-2 or Form 1099.
(iv) Any Employee who is a nonresident alien and who receives no earned
income (within the meaning of section 911(d)(2) of the Code) from a
Participating Employer which constitutes income from sources within the United
States (within the meaning of section 861(a)(3) of the Code).
2.16 Employee.
(a) Each person currently employed in any capacity by the Company or an
Affiliated Company, any portion of whose Compensation paid by the Company or
an Affiliated Company is subject to withholding of income tax and/or for whom
Social Security contributions are made by the Company or an Affiliated
Company, or would be subject to such withholding or contributions if such
compensation were paid to a resident of the United States.
<PAGE>
(b) "Employee" shall also include a person deemed to be employed by the
Company or an Affiliated Company, pursuant to Code Section 414(n).
(c) Although Eligible Employees are the only class of Employees eligible
to participate in this Plan, the term "Employee" is used to refer to persons
employed in a non-Eligible Employee capacity as well as an Eligible Employee
category. Thus, those provisions of this Plan that are not limited to
Eligible Employees, such as those relating to certain Service rules, apply to
both Eligible and non-Eligible Employees.
2.17 Employment Commencement Date.
(a) The date on which an Employee first performs an Hour of Service in
any capacity for the Company or an Affiliated Company with respect to which
the Employee is compensated or is entitled to compensation by the Company or
the Affiliated Company.
(b) In the case of an Employee who incurs a Severance and who is
reemployed by the Company or an Affiliated Company, the term "Employment
Commencement Date" shall mean either "Employment Commencement Date" as defined
in (a) above or, if the Participant incurs a Break in Service, the first day
following the Severance on which the Employee performs an Hour of Service for
the Company or an Affiliated Company with respect to which he is compensated
or entitled to compensation by the Company or Affiliated Company.
2.18 ERISA. The Employee Retirement Income Security Act of 1974, as amended
from time to time.
2.19 Excess Aggregate Contribution. The excess of the aggregate amount of
the Compensation Deferral Contributions, Matching Contributions and
Forfeitures allocated to a Highly Compensated Employee for a Plan Year over
the maximum amount allowed by Code Section 401(m)(2)(A).
2.20 Excess Contribution. The excess of the Compensation Deferral
Contributions made on behalf of a Highly Compensated Employee for a Plan Year
over the maximum amount of such Contributions permitted under Section 4.4.
2.21 Excess Deferral. The excess of Compensation Deferral Contributions
actually made on behalf of a Participant for a calendar year over the dollar
limitation provided for in Code Section 402(g) applicable to such year.
2.22 Family Member. An Employee's spouse, lineal descendants and ascendants
and the spouses of such lineal ascendants and descendants.
<PAGE>
2.23 Forfeiture Account. The account established and maintained for purposes
of holding any portion of a Participant's Matching Contributions Account that
is forfeited by the Participant in accordance with Section 9.5.
2.24 415 Compensation. Total wages within the meaning of Code Section
3401(a) (for purposes of income tax withholding at the source) and for which
the employer is required to furnish the employee a written statement under
Code Section 6041(d) and 6051(a)(3), but determined without regard to any
rules that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception
for agricultural labor in Code Section 3401(a)(2)).
2.25 Highly Compensated Employee. An Employee described in Code Section
414(q) and the Regulations thereunder, and generally means an Employee who
performed services for the Company or Affiliated Company during the
"determination year" and is in one or more of the following groups:
(a) Employees who at any time during the "determination year" or "look-
back year" were "five percent owners".
(b) Employees who received Includable Compensation during the "look-back
year" from the Company or an Affiliated Company in excess of $75,000 (such
$75,000 amount shall be adjusted at the same time and in the same manner as
permitted under Section 415(d) of the Code).
(c) Employees who received Includable Compensation during the "look-back
year" from the Company or an Affiliated Company in excess of $50,000 and were
in the Top Paid Group of Employees for the Plan Year (such $50,000 amount
shall be adjusted at the same time and in the same manner as permitted under
Section 415(d) of the Code).
(d) Employees who during the "look-back year" were officers of the
Company (as that term is defined within the meaning of the Regulations under
Code Section 416) or an Affiliated Company and received Includable
Compensation during the "look-back year" from the Company or an Affiliated
Company greater than 50 percent of the limit in effect under Code Section
415(b)(1)(A) for any such Plan Year. The number of officers shall be limited
to the lesser of (i) 50 employees; or (ii) the greater of three employees or
10 percent of all employees. For the purpose of determining the number of
officers, Employees described in Section 2.53(a), (b), (c), and (d) shall be
excluded, but such Employees shall still be considered for the purpose of
identifying the particular Employees who are officers. If the Company or an
Affiliated Company does not have at least one officer whose annual Includable
Compensation is in excess of 50 percent of the Code Section 415(b)(1)(A)
limit, then the highest paid officer of the Company or an Affiliated Company
will be treated as a Highly Compensated Employee.
<PAGE>
(e) Employees who are in the group consisting of the 100 Employees paid
the greatest Includable Compensation during the "determination year" and are
also described in (b), (c) or (d) above when these paragraphs are modified to
substitute "determination year" for "look-back year".
The "look-back year" shall be the calendar year ending with or within the Plan
Year for which testing is being performed, and the "determination year" (if
applicable) shall be the period of time, if any, which extends beyond the
"look-back year" and ends on the last day of the Plan Year for which testing
is being performed (the "lag period"). If the "lag period" is less than 12
months long, the dollar threshold amounts specified in (b), (c) and (d) above
shall be prorated based upon the number of months in the "lag period".
The dollar threshold amounts specified in (b) and (c) above shall be adjusted
at such time and in such manner as is provided in Regulations. In the case of
such an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look-back year" begins.
In determining who is a Highly Compensated Employee, Employees who are non-
resident aliens and who received no earned income (within the meaning of Code
Section 911(d)(2)) from the Company or an Affiliated Company constituting
United States source income within the meaning of Code Section 861(a)(3) shall
not be treated as Employees. Additionally, Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees
unless such Leased Employees are covered by a plan described in Code Section
414(n)(5) and are not covered in any qualified plan maintained by the Company
or an Affiliated Company. The exclusion of Leased Employees for this purpose
shall be applied on a uniform and consistent basis for all of the Company's or
Affiliated Companies retirement plans. Highly Compensated Former Employees
shall be treated as Highly Compensated Employees without regard to whether
they performed services during the "determination year".
2.26 Highly Compensated Former Employee. A former Employee who had a
separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55. Notwithstanding the foregoing, an Employee who
separated from service prior to 1987 will be treated as a Highly Compensated
Former Employee only if during the separation year (or year preceding the
separation year) or any year after the Employee attains age 55 (or the last
year ending before the Employee's 55th birthday), the Employee received 415
Compensation in excess of $50,000 or was a "five percent owner". For purposes
of this Section, "determination year" and "five percent owner" shall be
determined in accordance with Section 2.25. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees. The method set
forth in this Section for determining who is a Highly Compensated Former
Employee shall be applied on a uniform and consistent basis for all purposes
for which the Code Section 414(q) definition is applicable.
<PAGE>
2.27 Highly Compensated Participant. Any Highly Compensated Employee who is
a Participant in the Plan.
2.28 Hour of Service. In the case of a part-time, casual or temporary
Employee:
(a) Hour of Service shall mean the following:
(i) Each hour for which the Employee is paid by the Company or an
Affiliated Company or entitled to payment for the performance of services as
an Employee. For purposes of this Section 2.28, overtime work shall be
credited as straight time.
(ii) Each hour in or attributable to a period of time during which the
Employee performs no duties (irrespective of whether he has terminated his
employment) due to a vacation, holiday, illness, incapacity (including
pregnancy or disability), layoff, jury duty or military duty for which he is
paid or entitled to payment, whether direct or indirect. However, no such
hours shall be credited to an Employee if such Employee is directly or
indirectly paid or entitled to payment for such hours and if such payment or
entitlement is made or due under a plan maintained solely for the purpose of
complying with applicable worker's compensation, unemployment compensation or
disability insurance laws or is a payment which solely reimburses the Employee
for medical or medically related expenses incurred by him.
(iii) Each hour in or attributable to a period of time during which the
Employee performs no duties due to service in the Armed Forces of the United
States (other than by voluntary enlistment or commission), provided that such
Employee's duties for the Company or an Affiliated Company are resumed within
the minimum time limits permitted under federal law after release from the
Armed Forces. With respect to any such unpaid absence as set forth in this
Paragraph (iii), an Employee shall be deemed to complete Hours of Service at
his customary work schedule prior to the commencement of such absence.
(iv) Each hour for which the Employee is entitled to back pay,
irrespective of mitigation of damages, whether awarded or agreed to by the
Company or an Affiliated Company, provided that such Employee has not
previously been credited with an Hour of Service with respect to such hour
under Paragraphs (i) or (ii) above.
(b) Hours of Service under Paragraphs (ii) and (iv) above shall be
calculated in accordance with Department of Labor Regulation 29 C.F.R. Section
2530.200b-2 (b). Hours of Service shall be credited to the appropriate
computation
<PAGE>
period according to Department of Labor Regulation Section 2530.200b-2(c).
However, an Employee will not be considered as being entitled to payment until
the date when the Company or the Affiliated Company would normally make
payment to the Employee for such Hour of Service.
(c) Unless expressly provided to the contrary by the Board of Directors,
an Employee shall not be credited with Hours of Service for periods of
employment with an Affiliated Company prior to the date on which an entity
becomes an Affiliated Company, or part of an Affiliated Company. Also, in the
discretion of the Board of Directors, an Employee may receive Hours of Service
credit for a period of employment for another entity where the Company is a
successor contractor under a contract held by such other entity.
2.29 Includable Compensation. 415 Compensation plus the amounts that would
otherwise be excluded from a Participant's gross income by reason of the
application of Code Sections 125, 402(e)(3) and 402(h)(1)(B).
2.30 Investment Fund. The Computer Sciences Corporation Stock Fund, and any
of the separate Investment Funds established by the Committee which may be
made available by the Committee from time to time for selection by
Participants for purposes of the investment of amounts contributed to this
Plan, as provided in Section 7.2.
2.31 Leased Employee. Any person (other than an Employee of the recipient)
who pursuant to an agreement between the recipient and any other person
("leasing organization") has performed services for the recipient (or for the
recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one
year, and such services are of a type historically performed by employees in
the business field of the recipient employer. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable
to services performed for the recipient employer shall be treated as provided
by the recipient employer. A Leased Employee shall not be considered an
Employee of the recipient if:
(a) such employee is covered by a money purchase pension plan providing:
(i) a non-integrated employer contribution rate of at least ten
percent of Includable Compensation;
(ii) immediate participation; and
(iii) full and immediate vesting.
(b) Leased Employees do not constitute more than 20% of the recipient's
Non-Highly Compensated Employees.
<PAGE>
2.32 Leave of Absence. Any absence without pay authorized by the
Participating Employer under its standard personnel practices. All persons
under similar circumstances shall be treated alike in the granting of such
Leaves of Absence.
2.33 Matching Contributions. Participating Employer contributions described
in Section 5.1(a)(ii).
2.34 Maternity or Paternity Absence. An absence from work for any period for
any of the following reasons:
(a) The pregnancy of the Employee,
(b) The birth of a child of the Employee,
(c) The placement of a child with the Employee in connection with the
adoption of the child by the Employee, or
(d) For purposes of caring for the child for a period beginning
immediately following the birth or placement referred to in subparagraphs (b)
or (c) above.
Notwithstanding the foregoing, a period of absence shall be treated as a
Maternity or Paternity Absence only if the Employee claims that such absence
qualifies as a Maternity or Paternity Absence and furnishes such proof and
information regarding such absence as the Committee reasonably requires.
A Maternity or Paternity Absence shall be recognized solely for purposes of
determining whether or not an Employee has incurred a Break in Service.
Accordingly, such a Maternity or Paternity Absence shall not result in an
accrual of Service for purposes of the benefit accrual provisions of this
Plan.
2.35 Non-Elective Contribution. The Participating Employer's contributions
to the Plan excluding, however, contributions made pursuant to the
Participant's Compensation deferral agreement provided for in Section 4.1 and
any Qualified Non-Elective Contribution.
2.36 Non-Highly Compensated Participant. Any Participant who is neither a
Highly Compensated Employee nor a Family Member.
2.37 Normal Retirement. A Participant's termination of employment on or
after attaining the Plan's Normal Retirement Date (other than by reason of
death or Total and Permanent Disability).
2.38 Normal Retirement Age. Sixty-five (65).
<PAGE>
2.39 Normal Retirement Date. The first day of the month which coincides with
or next follows the date the Participant attains Normal Retirement Age.
2.40 Participant. An Eligible Employee who is entitled to participate in the
Plan. If a Participant is transferred from one Participating Employer to
another Participating Employer, he shall automatically become a Participant
under the Plan with such other Participating Employer if he continues to be an
Eligible Employee; further, he shall continue to be a Participant with respect
to his benefits accrued at the date of-transfer during the period that he is a
Participant under the Plan with such Participating Employer. If a Participant
becomes represented by a collective bargaining agent or is included in a
collective bargaining unit, and thereby becomes ineligible to continue to make
Compensation Deferral Contributions because he is no longer an Eligible
Employee, he shall continue to be a Participant with respect to his benefits
accrued to the date of his change of status during the period of his
subsequent Service.
2.41 Participating Employer.
(a) Computer Sciences Corporation, and
(b) any Affiliated Company which the Board of Directors has designated as
a Participating Employer with respect to this Plan and related Trust.
Attached hereto as Schedule A is a list of the Affiliated Companies that are
designated a Participating Employer.
2.42 Period of Severance. The period of time commencing on an Employee's
Severance Date and ending on the Employee's Employment Commencement Date, if
any, following thereafter.
2.43 Plan. The Computer Sciences Corporation Matched Asset Plan as set forth
herein, and as it may be amended from time to the.
2.44 Plan Administrator. The administrator of the Plan, within the meaning
of Section 3(16)(A) of ERISA. The Plan Administrator shall be Computer
Sciences Corporation.
2.45 Plan Year. The twelve month period beginning each January 1 and ending
on the following December 31.
2.46 Postponed Retirement Date. The first day of the month following the
month in which a Participant terminates employment after his normal Retirement
Date.
2.47 Prior Plan. The Computer Sciences Corporation Employee Stock Purchase
Plan," as in effect prior to January 1, 1987.
<PAGE>
2.48 Severance. The termination of an Employee's employment, in any
capacity, with the Company and Affiliated Companies, by reason of such
Employee's death, resignation, dismissal or otherwise. For the purposes of
this Plan, an Employee shall be deemed to have incurred a Severance on the
date on which he dies, resigns, is discharged, or his employment with the
Company and its Affiliated Companies otherwise terminates (including a failure
to return to work on or before the date on which he is scheduled to return to
work after the termination of a Leave of Absence, which failure shall be
deemed to constitute a termination of employment as of such date of scheduled
return).
2.49 Severance Date. In the case of any Employee who incurs a Severance, the
day on which such Employee is deemed to have incurred said Severance,
determined in accordance with the provisions of Section 2.48.
2.50 Service. With respect to any regular full-time Employee, the Service of
such Employee, determined in accordance with the following rules:
(a) An Employee shall receive Service credit for the elapsed period of
time between each Employment Commencement Date of such Employee and the
Severance Date which immediately follows said Employment Commencement Date.
By way of illustration of the foregoing general rule, and not in limitation
thereof, an Employee shall receive Service credit for any period of authorized
Leave of Absence (until such Employee incurs a Severance (if any) during such
authorized Leave of Absence), including any leave for service in the United
States armed forces as may be required pursuant to applicable federal law,
including any provision of such law requiring that such Employee on military
leave apply for reemployment and/or be rehired by the Company following his
military duty. An Employee who is absent from work on an authorized Leave of
Absence shall be deemed to have incurred a Severance (if any) as of the date
specified in Section 2.48 hereinabove.
(b) An Employee shall also receive Service credit for periods between a
Severance and a subsequent Employment Commencement Date in accordance with the
following rules:
(i) If an Employee incurs a Severance by reason of a quit, discharge
or retirement (other than a Severance occurring during an approved Leave of
Absence, as provided in Section 2.50(b)(ii)), and such Employee is thereafter
reemployed by the Company or an Affiliated Company prior to his incurring a
Break in Service, he shall receive Service credit for the period commencing
with his Severance Date and ending with his Employment Commencement Date
following thereafter; and
(ii) If an Employee is on an approved Leave of Absence and then incurs
a Severance by reason of a quit, discharge or retirement during such Leave of
Absence, and such Employee is thereafter reemployed by the Company or an
Affiliated Company within twelve (12) months of the date on
<PAGE>
which he discontinued active employment and commenced such Leave, he shall
receive Service credit for the period commencing with the date on which he was
first absent from employment and ending with his Employment Commencement Date
following thereafter.
(iii) Other than as expressly set forth above in this Section 2.50, an
Employee shall receive no Service credit with respect to periods between a
Severance Date and a subsequent Employment Commencement Date.
(iv) Periods of Maternity or Paternity Absence shall be included in a
period of Service for purposes of computing Vested Interests under Section
8.2.
(c) In the case of any Employee who incurs a Break in Service and who,
immediately preceding such Break, did not have any Vested Interest under this
Plan, if his Period of Severance giving rise to such Break equals or exceeds
his Parity Period, as defined below, then such period of Service prior to said
Break in Service shall not be taken into account under this Plan. Such
Service credit accrued before such Break shall be deemed not to include any
period of Service not required to be taken into account under this Section
2.50 by reason of any prior Break in Service. For purposes of this Section
2.50(c), the term Parity Period shall mean:
(i) For Plan Years commencing before January 1, 1985, the
Participant's Service credit accrued prior to the Period of Severance giving
rise to said Break;
(ii) For Plan Years commencing after December 31, 1984, the greater of
(A) five (5) Years of Service, or (B) the Period described in Section
2.50(c)(i) above.
Service credit accrued before a Break in Service shall be deemed not to
include any period or Periods of Service not required to be taken into account
under this Section 2.50(c) or under the terms of the Plan as in effect prior
to January 1, 1985 by reason of any prior Break in Service.
(d) An Employee shall be credited with Service with respect to a period
of employment with an Affiliated Company, but only to the extent that such
period of employment would be so credited under the foregoing rules set forth
in this Section 2.50 had such Employee been employed during such period by a
Participating Employer. Notwithstanding the foregoing, unless provided by the
Board of Directors, or unless otherwise expressly stated in this Plan, such an
Employee shall not receive such Service credit for any period of employment
with an Affiliated Company prior to such entity becoming or becoming a part
of, an Affiliated
<PAGE>
Company. Also, in the discretion of the Board of Directors, an Employee may
receive Service credit for a period of employment for another entity where the
Company is the successor contractor under a contract held by such other
entity.
2.51 Spouse (Surviving Spouse). The person to whom a Participant is legally
married, provided that a former spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as a Spouse or
Surviving Spouse to the extent provided under a qualified domestic relations
order as described in Section 414(p) of the Code.
2.52 Stock. Common stock of Computer Sciences Corporation and shares of
stock of Computer Sciences Corporation or of another corporation for which
such common stock shall be exchanged, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger, consolidation
or other change in the corporate stock structure.
2.53 Top Paid Group. The top 20 percent of Employees who performed services
for the Company or an Affiliated Company during the applicable year, ranked
according to the amount of Includable Compensation received from the Company
or an Affiliated Company during such year. Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees
unless such Leased Employees are covered by a plan described in Code Section
414(n)(5) and are not covered in any qualified plan maintained by the Company
or an Affiliated Company. Employees who are non-resident aliens and who
received no earned income (within the meaning of Code Section 911(d)(2) from
the Company or an Affiliated Company constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, for the purpose of determining the number of active
Employees in any year, the following additional Employees shall also be
excluded; however, such Employees shall still be considered for the purpose of
identifying the particular Employees in the Top Paid Group:
(a) Employees with less than six (6) months of service;
(b) Employees who normally work less than 17-1/2 hours per week;
(c) Employees who normally work less than six 6 months during a year; and
(d) Employees who have not yet attained age 21.
In addition, if 90 percent or more of the Employees of the Company or an
Affiliated Company are covered under agreements the Secretary of Labor finds
to be collective bargaining agreements between Employee representatives and
the Company or an Affiliated Company and the Plan covers only Employees who
are not covered under such
<PAGE>
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification
of particular Employees in the Top Paid Group.
The foregoing exclusions set forth in this Section shall be applied on a
uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.
2.54 Total and Permanent Disability. An individual shall be considered to be
suffering from a Total and Permanent Disability if the Committee determines
that he is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment. An individual's
disabled status shall be determined in the sole discretion of the Committee,
based on such evidence as the Committee determines to be sufficient.
2.55 Trust and Trust Fund. The assets of the trust established under the
Trust Agreement pursuant to Article 6.
2.56 Trust Agreement. The one or more agreements entered into between the
Company and a Trustee in accordance with the provisions of Article 6 for the
purpose of holding contributions and earnings under this Plan.
2.57 Trustee. Any successor or other corporation or person or persons acting
as a trustee of the Trust Fund.
2.58 Valuation Date. The last business day of each calendar month, as of
which the fair market value of each Investment Fund and of Participants'
Accounts shall be determined. The Committee may in its discretion adopt a
daily Valuation Date for all Accounts.
2.59 Vested Interest. That portion of the interest of a Participant in his
Accounts which is at all times fully vested and nonforfeitable.
2.60 Year of Service. "Year of Service" for a regular full-time Employee,
shall mean for all purposes of this Plan, three hundred sixty-five (365) days
of Service. "Year of Service" for a part-time, casual or temporary Employee,
shall mean for purposes of eligibility to participate in this Plan, the
completion of 1,000 Hours of Service during a 12 consecutive month period.
Such period shall initially begin on an Employee's Employment Commencement
Date. If such Employee does not complete 1,000 Hours of Service within that
initial 12 consecutive month period, subsequent 12 consecutive month periods
shall commence with the first Plan Year which commences prior to the first
anniversary of the Employee's Employment Commencement Date. For purposes of
determining the Vested Interest of a part-time, casual or temporary Employee,
Years of Service shall be calculated in the same manner as it is for a regular
full-time Employee.
<PAGE>
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1 Eligibility to Participate.
(a) A regular fulltime Eligible Employee under age 40 shall become
eligible to participate in this Plan on an Eligibility Date coinciding with or
next following the later of (i) the date he attains age 21, or (ii) the first
anniversary of the Employee's Employment Commencement Date.
(b) A regular fulltime Eligible Employee age 40 or older shall become
eligible to participate in this Plan on an Eligibility Date coinciding with or
next following the later of (i) his Employment Commencement Date, or (ii) the
date he attains age 40.
(c) A part-time, casual or temporary Eligible Employee under age 40 shall
become eligible to participate in this Plan on an Eligibility Date coinciding
with or next following the later of (i) the date he attains age 21, or (ii)
the first anniversary of his Employment Commencement Date provided that by
such first anniversary the Eligible Employee shall have completed a Year of
Service. If an Eligible Employee does not complete a Year of Service by his or
her first anniversary, a Year of Service shall thereafter be calculated on a
calendar year basis, beginning with the first January 1 occurring after the
Employee's Employment Commencement Date. A part-time, casual or temporary
Eligible Employee age 40 or older shall be eligible to participate in this
Plan on the Eligibility Date coinciding with or next following the later of
the date he attains age 40, or (ii) the first anniversary of his Employment
Commencement Date.
(d) If an Eligible Employee ceases to be an Eligible Employee he shall
again become eligible to participate in the Plan on the date he again becomes
an Eligible Employee.
ARTICLE 4
COMPENSATION DEFERRALS
4.1 Compensation Deferral Agreement.
(a) Each Eligible Employee who desires to have Compensation Deferral
Contributions made on his behalf shall enter into a Compensation deferral
agreement with his Participating Employer to have a percentage of his
Compensation deferred for each payroll period for which such Compensation
deferral agreement is in effect. Such percentage shall be a whole percentage
of Compensation up to the
<PAGE>
maximum permissible dollar amount under the Plan. The Participating Employer
shall make Compensation Deferral Contributions on behalf of the Participant in
accordance with Section 5.1(a)(i).
(b) The Compensation deferral agreement shall remain in effect throughout
that Plan Year and all subsequent Plan Years until such agreement is modified,
revoked or terminated, pursuant to Section 4.2, or the Participant ceases to
be an Eligible Employee. A Compensation deferral agreement shall be made in
such form and manner as the Committee shall prescribe or approve.
4.2 Modification, Revocation or Termination of Compensation Deferral
Agreement.
(a) A Participant may change the percentage of his Compensation Deferral
Contributions once during a calendar quarter as of the first day of any
payroll period, by delivering to the Committee his written notice of such
change at least thirty (30) days before the effective date of the change.
(b) A Participant may revoke his Compensation deferral agreement as of
the first day of any payroll period by delivering to the Committee his written
notice of such revocation at least thirty (30) days before the first day of
the payroll period. A revocation shall remain in effect throughout that Plan
Year and all subsequent Plan Years until the Participant enters into a new
Compensation deferral agreement with his Employer pursuant to Section 4.1. A
Participant who revokes his Compensation deferral agreement may not resume
Compensation deferrals before the first payroll period beginning at least
three (3) full calendar months following the effective date of the revocation.
(c) A Participant's Compensation deferral agreement shall automatically
terminate if he ceases to be an Eligible Employee. If he again becomes an
Eligible Employee and desires to again defer a portion of his Compensation, it
shall be his responsibility to enter into a new Compensation deferral
agreement in order to resume Compensation deferrals.
(d) The Committee may prescribe such rules as it deems necessary or
appropriate regarding the modification, revocation or termination of a
Participant's Compensation deferral agreement.
(e) It shall be the responsibility of an Eligible Employee who elects
Compensation Deferral Contributions to be made to this Plan to verify that the
amounts of Compensation deferrals are in accordance with his Compensation
deferral agreement, and investment of such deferrals is in accordance with his
investment designations.
4.3 Amount Subject to Deferral.
<PAGE>
(a) No Participant shall be permitted to make Compensation Deferral
Contributions in any calendar year in excess of $7,000, or such greater amount
as may be determined from time to time by the Secretary of the Treasury
pursuant to Code Section 402(g)(5). In the event a Participant's Compensation
Deferral Contributions exceed the $7,000 limitation or such greater amount as
determined in the previous sentence for any calendar year for any reason, such
excess contributions and any income allocable thereto shall be returned to the
Participant, as provided in Section 4.6.
(b) The Committee may prescribe such rules as it deems necessary or
appropriate regarding deferrals under Section 4.1(a), including rules
regarding the maximum amount that a Participant may defer under Section 4.1(a)
and the timing of a deferral election. These rules shall apply to all
Employees eligible to enter into a Compensation deferral agreement described
in Section 4.1, except to the extent that the Committee prescribes special or
more stringent rules applicable only to Highly Compensated Employees.
4.4 Limitation on Compensation Deferrals by Highly Compensated Employees.
With respect to each Plan Year, Compensation Deferral Contributions by Highly
Compensated Employees under the Plan for the Plan Year shall not exceed the
limitations on contributions by or on behalf of Highly Compensated Employees
under Section 401(k) of the Code, as provided in this Section. In the event
that Compensation Deferral Contributions under this Plan by or on behalf of
Highly Compensated Employees for any Plan Year exceed the limitations of this
Section for any reason, such excess contributions and any income allocable
thereto shall be returned to the Participant, as provided in Section 4.5.
(a) The Compensation Deferral Contributions by a Participant who is a
Highly Compensated Employee for a Plan Year shall satisfy one of the following
tests:
(i) The "Actual Deferral Percentage" for Eligible Employees who are
Highly Compensated Employees shall not be more than the "Actual Deferral
Percentage" of all other Eligible Employees multiplied by 1.25, or
(ii) The excess of the "Actual Deferral Percentage" for Eligible
Employees who are Highly Compensated Employees over the "Actual Deferral
Percentage" for all other Eligible Employees shall not be more than two
percentage points, and the "Actual Deferral Percentage" for "Highly
Compensated Employees" shall not be more than the "Actual Deferral Percentage"
of all other Eligible Employees multiplied by 2.00. The use of the
alternative method by a Highly Compensated Employee may be subject to certain
"multiple use" restrictions as set forth in Treasury Regulation Section
1.401(m)-(2), the provisions of which are hereby incorporated by reference.
<PAGE>
(b) For the purposes of this Article 4, "Actual Deferral Percentage"
means, with respect to Eligible Employees who are Highly Compensated Employees
and all other Eligible Employees for a Plan Year, the average of the ratios,
calculated separately for each Employee in such group, of the amount of
Compensation Deferral Contributions under the Plan on behalf of each Employee
for such Plan Year to such Employee's Includable Compensation for such Plan
Year.
(c) In the event that as of the last day of a Plan Year this Plan
satisfies the requirements of Section 401(a)(4) or 410(b) of the Code only if
aggregated with one or more other Plans which include arrangements under Code
Section 401(k), then this Section 4.4 shall be applied by determining the
Actual Deferral Percentages of Eligible Employees as if all such plans were a
single plan.
(d) For the purposes of this Section, the Actual Deferral Percentage for
any Highly Compensated Employee who is a Participant under two or more Code
Section 401(k) arrangements of the Company or an Affiliated Company shall be
determined by taking into account the Highly Compensated Employee's
Compensation under each such arrangement and contributions under each such
arrangement which qualify for treatment under Code Section 401(k).
(e) For the purpose of determining the Actual Deferral Percentage of a
Highly Compensated Employee who is subject to the "family member" aggregation
rules of Code Section 414(q)(6) because such Participant is either a "five
percent owner" of the Company or one of the ten (10) Highly Compensated
Employees paid the greatest Includable Compensation during the year, the
following shall apply:
(i) The combined Actual Deferral Percentage for the family group
(which shall be treated as one Highly Compensated Employee) shall be
determined by aggregating Compensation Deferral Contributions and Compensation
of all eligible family members (including Highly Compensated Employees). In
applying the $200,000 (or $150,000 as the case may be) limit to Includable
Compensation, family members shall include only the affected Employee's spouse
and any lineal descendants who have not attained age 19 before the close of
the Plan Year.
(ii) The Compensation Deferral Contributions and Compensation of all
family members shall be disregarded for purposes of determining the Actual
Deferral Percentage of the Non-Highly Compensated Participant group except to
the extent taken into account in paragraph (i) above.
(iii) If a Participant is required to be aggregated as a member of more
than one family group in a plan, all Participants who are
<PAGE>
members of those family groups that include the Participant are aggregated as
one family group in accordance with paragraphs (i) and (ii) above.
(f) For purposes of this Section, the amount of Compensation Deferral
Contributions by a Participant who is not a Highly Compensated Employee for a
Plan Year shall be reduced by any Compensation Deferral Contributions in
excess of $7,000 (as adjusted upward by the Secretary of Treasury) which have
been distributed to the Participant under Section 4.6, in accordance with
regulations prescribed by the Secretary of the Treasury under Section 401(k)
of the Code.
(g) The determination and treatment of Compensation Deferral
Contributions and the Actual Deferral Percentage of any Participant shall
satisfy such other requirements as may be prescribed by the Secretary of the
Treasury.
4.5 Provisions for Distribution of Excess Compensation Deferrals By Highly
Compensated Employees. The Committee shall determine, as soon as is
reasonably possible following the close of each Plan Year, the extent, if any,
to which the Compensation Deferral Contributions by Highly Compensated
Employees do not satisfy one of the tests set forth in Section 4.4. If Excess
Compensation Deferral Contributions exist, the Committee shall on or before
the fifteenth day of the third month following the end of the Plan Year,
distribute the excess portion of the Compensation Deferral Contributions to
the Highly Compensated Employee having the highest actual deferral ratio until
one of the tests set forth in Section 4.4 is satisfied, or until his actual
deferral ratio equals the actual deferral ratio of the Highly Compensated
Employee having the second highest actual deferral ratio. This process shall
continue until one of the tests set forth in Section 4.4 is satisfied. For
each Highly Compensated Employee, the amount of Excess Contributions is equal
to the Compensation Deferral Contributions on behalf of such Highly
Compensated Employee (determined prior to the application of this paragraph)
minus the amount determined by multiplying the Highly Compensated Employee's
actual deferral ratio (determined after application of this paragraph) by his
Compensation. However, in determining the amount of Excess Contributions to
be distributed and/or recharacterized with respect to an affected Highly
Compensated Employee as determined herein, such amount shall be reduced by any
Excess Deferred Compensation previously distributed to such affected Highly
Compensated Employee for his taxable year ending with or within such Plan
Year.
(a) With respect to the distribution of Excess Contributions such
distribution:
(i) may be postponed but not later than the close of the Plan Year
following the Plan Year to which they are allocable;
(ii) shall be adjusted for income; and
<PAGE>
(iii) shall be designated by the Committee as a distribution of Excess
Contributions (and Income).
(b) Any distribution of less than the entire amount of Excess
Contributions shall be treated as a pro rata distribution of Excess
Contributions and income.
(c) If the determination and correction of Excess Contributions is that
of a Highly Compensated Employee whose actual deferral ratio is determined
under the family aggregation rules, then the actual deferral ratio shall be
reduced as required herein, and the Excess Contributions for the family unit
shall be allocated among the family members in proportion of the Compensation
Deferral Contributions of each family member that were combined to determine
the group actual deferral ratio. Notwithstanding the foregoing, with respect
to Plan Years beginning prior to January 1, 1990, compliance with the
Regulations then in effect shall be deemed to be compliance with this
paragraph.
4.6 Provisions for Distribution of Annual Compensation Deferral Contributions
in Excess of the Applicable Limit.
(a) In the event that the Compensation Deferral Contributions by a
Participant under this Plan and "elective deferrals" (as defined in Treasury
Regulations Section 1.402(g)-1(b)) under all other plans, contracts, or
arrangements of the Employer shall exceed the "applicable limit" (as defined
in Treasury regulation Section 1.402(g)-1(d)) for the Participant's taxable
year, then such excess Compensation Deferral Contributions shall be
distributed to the Participant (after withholding applicable federal, state
and local income taxes due on such amounts) on or before the first April 15
following the close of the calendar year in which such excess contribution is
made; provided, however, if there is a loss allocable to the excess
Compensation Deferral Contribution, the amount distributed shall be the excess
contribution amount adjusted to reflect such loss. Income or loss shall be
allocated to the Excess Compensation Deferral Contribution by the same method
used to allocate income or loss to Participants' Accounts. The Committee
shall not be liable to any Participant (or his Beneficiary, if applicable) for
any losses caused by incorrectly estimating the amount of any Participant's
Compensation Deferral Contributions in excess of the limitations of this
Article 4 and any income allocable to such excess.
(b) On or before March 1, a Participant may submit a claim to the
Committee in which he certifies in writing the specific amount of his
Compensation Deferral Contributions for the preceding calendar year which,
when added to amounts deferred for such calendar year under other plans or
arrangements described in Sections 401(k), 408(k) or 403(b) of the Code, will
cause the Participant to exceed the "applicable limit" for the calendar year
in which the deferral occurred. Notwithstanding the amount of the
Participant's Compensation Deferral
<PAGE>
Contributions under the Plan for such preceding calendar year, the Committee
shall treat the amount specified by the Participant in his claim as a
Compensation Deferral Contribution in excess of the "applicable limit" for
such calendar year and return such excess, as adjusted for any income or loss
allocable thereto, to the Participant as provided in (a) above.
(c) Any excess Compensation Deferral Contributions shall be treated as
Annual Additions under Article 15 for the Plan Year for which the excess
Compensation Deferral Contributions were made unless such excess is
distributed to a Participant in accordance with this Section.
4.7 Character of Amounts Contributed as Compensation Deferrals. Amounts
deferred pursuant to the Compensation deferral agreement described above in
Section 4.1 (and which qualify for treatment under Code Section 401(k) and are
contributed to the Trust Fund pursuant to Article 6) shall be treated, for
federal and state income tax purposes, as Employer contributions.
4.8 Participant Voluntary Contributions. A Participant shall not be
permitted to make any voluntary after-tax contributions to the Plan.
4.9 Participant Transfer Contributions. Effective as of a Participant's
Eligibility Date, or such later date as may be determined by the Committee,
the account, if any, of such Participant then held in trust under another plan
that satisfies the requirements of Code Section 401(a), or in an individual
retirement account which is attributable solely to a rollover contribution
within the meaning of Code Section 408(d)(3), may be transferred to this Plan
and credited to the Participant's Transfer Account in accordance with rules
which the Committee shall prescribe from time to time; provided, however, the
Committee determines that the continued qualification of this Plan would not
be adversely affected by such transfer. In the case of a transfer to this
Plan of a Participant's account under a Plan of an Affiliated Company, such
transfer shall be made directly from the trustee of the plan of such
Affiliated Company to the Trustee of this Plan. Any amount transferred in
accordance with this Section 4.9 shall not be subject to distribution to the
Participant except as expressly provided under the terms of this Plan.
ARTICLE 5
EMPLOYER CONTRIBUTIONS
5.1 Amount of Employer Contributions.
(a) Subject to the requirements and restrictions of this Article 5 and
Articles 6 and 15 an Employer shall make contributions to the Plan as follows:
(i) As of the last day of each calendar month, the Employer shall make
a Compensation Deferral Contribution on behalf of a Participant equal to the
amount of Compensation deferred by the Participant for each payroll period
ending within such calendar month pursuant to the Compensation deferral
agreement described in Section 4.1 hereunder, provided such Compensation
Deferral Contribution qualifies for tax treatment under Code Section 401(k).
The Compensation Deferral Contribution on behalf of the Participant for each
payroll period ending within the calendar month shall be paid to the Trustee
prior to the end of the calendar month next following the calendar month to
which the Compensation Deferral Contribution applies, and in no event later
than thirty (30) days following the close of the Plan Year to which it
applies.
(ii) As of the last day of each calendar month, the Employer shall make
a Matching Contribution on behalf of a Participant in an amount equal to fifty
percent (50%) of the first three Percent (3%) of the Compensation Deferral
Contribution on behalf of the Participant for each payroll period ending
within such calendar month, provided the Participant's Compensation Deferral
Contribution qualifies for tax treatment under Code Section 401(k). Matching
Contributions shall be paid to the Trustee prior to the end of the calendar
month next following the calendar month to which the Matching Contribution
applies.
(b) In no event shall contributions made under Section 5.1(a)(ii) above
for any Plan Year be made later than the time prescribed by law for the
deduction of such contribution for purposes of the Employer's Federal income
tax, as determined by the applicable provisions of the Code.
5.2 Special Limitations on Matching Contributions. With respect to each Plan
Year, Matching Contributions under the Plan for the Plan Year shall not exceed
the "actual contribution percentage" test of Code Section 401(m)(2). In the
event that Matching Contributions under this Plan on behalf of Highly
Compensated Employees for any Plan Year exceed the "actual contribution
percentage" test of Code Section 401(m)(2) for any reason, such excess
Matching Contributions and any income allocable thereto shall be disposed of
in accordance with Section 5.3. The provisions of Code Sections 401(m)(2) and
401(m)(9) and Regulation Sections 1.401(m)-1(b) and 1.401(m)-2 are hereby
incorporated by reference.
5.3 Return of Excess Matching Contributions on Behalf of Highly Compensated
Employees.
(a) The Committee shall determine, as soon as is reasonably possible
following the close of the Plan Year, the extent (if any) to which Matching
Contributions on behalf of Highly Compensated Employees may cause the Plan to
exceed the limitations of Section 5.2 for such Plan Year. If, pursuant to the
determination by the Committee, Matching Contributions on behalf of a Highly
<PAGE>
Compensated Employee may cause the Plan to exceed such limitations, then the
Committee shall take the following steps:
(i) First, any excess Matching Contributions on behalf of Highly
Compensated Employee shall be forfeited, to the extent forfeitable under the
Plan. Amounts of excess Matching Contributions forfeited by Highly
Compensated Employees under this Section shall be applied to the maximum
extent practicable, to reduce the Employer's Matching Contribution for the
Plan Year for which the excess Matching Contribution was made and succeeding
Plan Years, as necessary.
(ii) If any excess remains after the provisions of (i) above are
applied, any excess Matching Contributions which are non-forfeitable under the
Plan, and any income allocable thereto, shall be distributed to the Highly
Compensated Employee (after withholding applicable federal, state and local
income taxes due on such amount) within two and one-half (2-1/2) months
following the close of the Plan Year for which the excess Matching
Contribution was made, but in no event later than the end of the first Plan
Year following the Plan Year for which the excess Matching Contribution was
made, notwithstanding any other provision in this Plan.
(b) For purposes of this Section, the amount of any excess Matching
Contributions on behalf of a Highly Compensated Employee for a preceding Plan
Year under Section 5.2, and any income or loss allocable to any excess
Matching Contributions, shall be determined by the Committee in accordance
with Section 4.6(a) The Committee shall not be liable to any Highly
Compensated Employee (or his Beneficiary, if applicable) for any losses caused
by incorrectly estimating the amount of any excess Matching Contributions on
behalf of a Highly Compensated Employee and the earnings attributable to such
excess.
(c) Any excess Matching Contribution forfeited by or distributed to a
Highly Compensated Employee in accordance with this Section shall be treated
as an Annual Addition under Article 15 for the Plan Year for which the excess
contribution was made. In addition, any forfeited amount reallocated to the
account of another Participant shall be treated as an Annual Addition with
respect to such Participant.
5.4 Irrevocability. An Employer shall have no right or title to, nor
interest in, the contributions made to the Trust Fund, and no part of the
Trust Fund shall revert to an Employer except that on and after the Effective
Date funds may be returned to the Employer as follows:
<PAGE>
(a) In the event the Employer shall make an excessive contribution under
a mistake of fact pursuant to ERISA Section 403(c)(2)(A), the Employer may
demand repayment of such excessive contribution at any time within one (1)
year following the time of payment and the Trustees shall return such amount
to the Employer within the one (1) year period. Earnings of the Plan
attributable to the excess contributions may not be returned to the Employer
but any losses attributable thereto must reduce the amount so returned.
(b) Any contribution by the Employer to the Trust Fund is conditioned
upon the deductibility of the Contribution by the Employer under the Code,
and, to the extent any such deduction is disallowed, the Employer may, within
one (1) year following the disallowance of the deduction, demand repayment of
such disallowed contribution and the Trustee shall return such contribution
within one (1) year following the disallowance. Earnings of the Plan
attributable to the excess contribution may not be returned to the Employer,
but any losses attributable thereto must reduce the amount so returned.
ARTICLE 6
TRUSTEE AND TRUST FUND
6.1 In General. The Company has entered into a Trust Agreement with a
Trustee creating the Trust Fund. Such Trust Agreement provides for the
administration of the Trust Fund by the Trustee. The Trust Fund shall be
invested in accordance with provisions of the Plan and Trust Agreement and
shall be held-in trust for the exclusive benefit of Participants or their
Beneficiaries. The Committee, may, without further reference to or action by
any Participant, from time to time (i) enter into such further agreements with
the Trustee or other parties and make such amendments to the Trust Agreement
or said further agreements as it may deem necessary or desirable to carry out
the Plan, (ii) designate a successor Trustee or successor Trustees and (iii)
take such other steps and execute such other instruments as it may deem
necessary or desirable to carry out the provisions thereof.
ARTICLE 7
INVESTMENT FUNDS
7.1 Investment of Matching Contributions and Retirement Accounts. Except as
provided in Section 7.1(l), Matching Contributions and Retirement Accounts
shall be invested in the Computer Sciences Corporation Stock Fund, subject to
a Participant's right to transfer amounts to another Investment Fund pursuant
to the provisions of Section
<PAGE>
7.3 and 20.3(a). Investments in the Computer Sciences Corporation Stock Fund
shall be subject to the following special rules:
(a) The Trustee shall promptly invest Matching Contributions paid into
the Trust Fund, together with interest, dividends and other income and cash
receipts of the Computer Sciences Corporation Stock Fund, in Computer Sciences
Corporation Stock. Notwithstanding the foregoing, the Trustee may defer
investment of Matching Contributions, interest, dividends and other cash
receipts in such Computer Sciences Corporation Stock for a reasonable period
following the date of receipt by the Trustee of each such item if such action
is deemed by it to be in the best interest of the Participants. The Trustee
may sell any such Computer Sciences Corporation Stock and defer reinvestment
of the proceeds therefrom for a reasonable period following the date of such
sale if such action is deemed by it to be in the best interests of the
Participants.
(b) During the period that investment or reinvestment of funds in such
Computer Sciences Corporation Stock is deferred, the Trustee may invest such
funds in one or more interest bearing savings accounts of a bank, in one or
more accounts in an insured savings and loan association, in time certificates
of deposit (including those issued by the Trustee bank), in bankers'
acceptances (including those accepted by the Trustee bank), in other short-
term investment grade obligations issued by the United States, any State
thereof, any political subdivision of the United States or any State thereof,
or any commercial entity (including the Trustee bank) other than the Company,
or in units of the Trustee bank's qualified commingled fund as may be selected
by the Committee, in which event, a Declaration of Trust therefor is hereby
made a part hereof as if set forth at length herein, and money of the Trust so
invested in said fund shall be held and administered by the Trustee bank, as
Trustee, strictly in accordance with the terms of and under the power granted
in said Declaration of Trust, as it may be amended from time to time.
(c) Stock shall be purchased or sold by the Trustee (i) on a national
securities exchange, (ii) from or to the Employer, or (iii) elsewhere, as the
Committee may direct. If any purchases or sales are made other than on a
national securities exchange, the price shall in the case of a purchase be no
more than, or in the case of a sale be no less than, the closing quotation on
the date of such purchase or sale of such Stock on the national securities
exchange upon which the Stock is traded, adjusted for brokerage fees,
commission and other handling charges. Subject to Committee direction, the
Trustee may exercise or sell any options, rights or warrants which entitle the
Trustee to subscribe to or purchase Stock. If any sales are made other than
on a national securities exchange, the price shall be no less than the closing
quotation on the date of such sale for such options, rights or warrants,
adjusted for brokerage fees, commissions and other handling charges.
<PAGE>
(d) The voting or proxy or other rights with respect to such Stock shall
be passed through to Participants as provided in this Section. Each
Participant shall be entitled to direct the Trustee as to the manner in which
Stock then allocated to his or her account(s) will be voted. Such directions
may be achieved through the use of proxy or similar statements delivered to
the Participants with respect to the Stock allocated to their accounts.
(e) In the case of any allocated Stock with respect to which Participants
are entitled to issue directions pursuant to the foregoing and for which such
directions are not received by the Trustee, the Committee shall in its
discretion, direct the Trustee as to the manner in which such Stock shall be
voted.
(f) In the case of any allocated Stock with respect to which Participants
are not entitled to issue directions pursuant to the foregoing, and with
respect to all unallocated Stock, the Committee shall, in its sole discretion,
direct the Trustee as to the manner in which such Stock shall be voted.
(g) In the event that no Stock voting rights are required by law or the
terms of the Plan to be passed through to Participants, the Stock shall be
voted by the Trustee as directed by the Committee.
(h) Directions under this provision as to the manner in which Stock shall
be voted shall be certified to the Trustee by the Committee or any agent
designated thereby, provided such directions are received by the Trustee at
least five (5) days before the date set for the meeting at which the shares
are to be voted. The Committee shall provide any information requested by the
Trustee that is necessary or convenient in connection with obtaining and
preserving the confidentiality of the Participant's directions.
(i) In the case of a tender or exchange offer, the Trustee shall tender
whole shares of Stock allocated to the accounts of Participants only as and to
the extent instructed by such Participants. If the Trustee shall not receive
instructions from a Participant regarding any such tender or exchange offer
for such Stock, the Trustee shall take no action with respect thereto.
(j) The Employer shall be solely responsible to provide the Participants
on a timely basis all such offering materials, information, notifications,
requests and other materials as may be necessary or desirable in the exercise
of the authority reserved to the participants and the Trustee shall have no
responsibility with respect to any communication or the absence of timeliness
thereof.
(k) Stock shall be valued on the basis of the closing quotation for
shares of Stock on the national securities exchange upon which such Stock is
then traded. The value of such Stock, and the fair market value of other
assets in the Stock Fund, shall be determined by the Trustee based upon such
sources of
<PAGE>
information as it may deem reliable including, but not limited to, information
reported in (1) newspapers of general circulation, (2) standard financial
periodicals or publications, (3) statistical and valuation services, (4) the
records of securities exchanges, investment managers or brokerage firms deemed
by the Trustee to be reliable, or any combination thereof.
(l) The Matching Contributions and Retirement Account of a Participant
who is an employee of a joint venture in which a Participating Employee has
less than an 80% interest in capital or profits shall not be invested in the
Computer Sciences Stock Fund, but instead shall be subject to the investment
provisions of Section 7.2.
7.2 Investment of Accounts and Contributions. In accordance with rules of
uniform application which the Committee may from time to time adopt and
subject to any limitations set forth in this Article 7, each Participant shall
have the right to designate one or more of the Investment Funds established by
the Committee for the investment of his Compensation Deferral Contributions
Account and his Transfer Account under the Plan (and in the case of an
"Eligible Participant," as defined in Section 7.3(a) or 20.3(a) and a
Participant described in Section 7.1(l), his Matching Contributions Account
and Retirement Account) as made available by the Committee, in accordance with
the following rules:
(a) Investment of Accounts in an Investment Fund shall be in such amounts
or percentages as the Committee shall prescribe from time to time.
(b) With at least 30 days written notice to the Committee, a Participant
may, (i) make a designation with respect to the amount standing to his credit
in. such Accounts effective as of the last business day of any calendar
quarter; and (ii) make a designation with respect to future Compensation
Deferral Contributions (but not as to Matching Contributions) effective as of
the first day of any payroll period that coincides with or immediately follows
the first day of a calendar quarter.
(c) Investment Funds may, from time to time, hold cash or cash equivalent
investments (including interests in any fund maintained by the Trustee as
provided in the Trust Agreement) resulting from investment transactions
relating to the property of said Fund; provided, however, that neither the
Committee, the Company, the Employer, the Trustee or any other person shall
have any duty or responsibility to cause such Funds to be held in cash or cash
equivalent investments for investment purposes. In the case of any Investment
Fund under the management and control of an Investment Manager appointed by
the Committee in accordance with Section 11.3, neither the Committee, the
Company, the Employer, the Trustee, nor any other person shall have any
responsibility or liability for investment decisions made by such Investment
Manager.
7.3 Special Investment Rules.
(a) Notwithstanding the provisions of Section 7.1, an "Eligible
Participant," as defined in Section 20.3, may designate any one or more of the
Investment Funds for the investment of his Matching Contributions Account or
Retirement Account in accordance with the rules described in Section 7.2.
(b) If payment of a Participant's Distributable Benefit cannot be made
within 120 days following his Severance Date, the Committee, in its sole
discretion, may direct that such Participant's Accounts not invested in an
income-oriented Investment Fund as of such Severance Date be transferred to
such an Investment Fund, effective as of the last day of a calendar quarter,
and held in such Fund until payment can be made. The Committee may at its
sole discretion charge such a Participant's Accounts with a pro rata share of
any administrative expenses incurred in connection with the continuing
maintenance of such Accounts.
ARTICLE 8
VESTING
8.1 Vested Interest in Compensation Deferral Account, Retirement Account and
Transfer Account. Each Participant shall at all times have one hundred
percent (100%) Vested Interest in the value of his Compensation Deferral
Account, Retirement Account and Transfer Account under the Plan.
8.2 Vested Interest in Matching Contributions Account.
(a) The Vested Interest of each Participant in the value of his Matching
Contributions Account shall be determined in accordance with the following
provisions:
(i) Twenty-five percent (25%) when he has completed two (2) full Years
of Service and twenty-five percent (25%) for each additional full Year of
Service, as provided in the following table:
<TABLE>
<CAPTION>
Number of Full Years Vested Interest in
of Service Matching Contributions Account
<S> <C>
1 0
2 25
3 50
4 75
5 or more 100
</TABLE>
<PAGE>
Fractional Years of Service shall not be taken into account.
(ii) One hundred percent 100% upon attainment of Normal Retirement Age
while employed by the Employer, or an Affiliated Company or upon an earlier
Severance by reason of death or Total and Permanent Disability.
(b) Notwithstanding the above, any Years of Service completed by a
Participant after he incurs at least five (5) consecutive Breaks in Service
shall not be taken into account for purposes of determining his Vested
Interest in the value of his matching Contributions Account prior to such
Breaks in Service.
(c) If the vesting schedule under the Plan is amended or if the Plan is
amended in any way that directly or indirectly affects the computation of a
Participant's Vested Interest, each Participant who has completed at least
three (3) Years of Service may elect, within a reasonable time after the
adoption of the amendment, to continue to have his Vested Interest computed
under the Plan without regard to such amendment. The period during which the
election may be made shall commence with the date the amendment is adopted and
shall end on the latest of: (i) 60 days after the amendment is adopted; (ii)
60 days after the amendment is effective; or (iii) 60 days after the
Participant is issued written notice of the amendment.
ARTICLE 9
PAYMENT OF PLAN BENEFITS
9.1 Distribution Upon Retirement.
(a) A Participant may retire from the employment of the Company on his
Early Retirement Date or his Normal Retirement Date. If the Participant
continues in the service of the Company beyond his Normal Retirement Date, he
shall continue to participate in the Plan in the same manner as Participants
who have not reached their Normal Retirement Dates. At the Participant's
Severance on his Postponed Retirement Date, his Distributable Benefit shall be
based upon the Vested Interest of his Accounts as of the applicable Valuation
Date. After a Participant has reached his Normal Retirement Date, any
Severance (other than by reason of death or Total and Permanent Disability)
shall be deemed a Normal Retirement.
<PAGE>
(b) Subject to the provisions of Section 9.4, upon a Participant's
Severance on or after his Early Retirement Date or Normal Retirement Date such
Participant shall be entitled to a distribution of his Distributable Benefit
as provided in Section 9.6 within ninety (90) days after receipt by the
Committee of all required documentation, but in no event later than the
sixtieth day after the later of the close of the Plan Year in which occurs the
Severance, or the close of the Plan Year in which the Participant attains
Normal Retirement Age unless such Participant consents to a later
distribution.
(c) Distribution to a Participant shall be made not later than April 1 of
the year following the calendar year in which the Participant attains age 70-
1/2, whether or not such Participant has incurred a Severance.
(d) All distributions under this Plan must be made in accordance with the
regulations under Code Section 401(a)(9), including the incidental death
benefit of Code Section 401(a)(9)(G). Furthermore, the provisions of this
Article 9 reflecting Code Section 401(a)(9) override any other distribution
options in the Plan inconsistent with Code Section 401(a)(9).
9.2 Distribution Upon Death Prior to Payment of Benefits.
(a) Upon the death of a Participant prior to the payment of his
Distributable Benefit, the Committee shall direct the Trustee to make a
distribution of such Distributable Benefit as provided in Section 9.6 to the
Beneficiary designated by the deceased Participant, or otherwise entitled to
such Distributable Benefit, as provided in Section 9.8.
(b) Distribution of a Participant's Distributable Benefit shall be made
within ninety (90) days after all facts required by the Committee to be
established as a condition of payment shall have been established to the
satisfaction of the Committee, but in any event within the maximum time period
allowed by Code Section 401(a)(9).
9.3 Distribution Upon Disability Prior to Retirement Date.
(a) Upon the Severance of a Participant as a result of Total and
Permanent Disability, which shall be certified by a physician designated by
the Committee, if the Committee so requests, his Distributable Benefit shall
be distributed to him as provided in Section 9.6.
(b) Distribution to a disabled Participant shall be made within ninety
(90) days after all facts required by the Committee to be established as a
condition of payment shall have been established to the satisfaction of the
Committee.
<PAGE>
9.4 Severance Prior to Normal Retirement Date.
(a) If a Participant incurs a Severance prior to his Normal Retirement
Date for any reason other than Total and Permanent Disability or death, his
Distributable Benefit shall be paid in a lump sum as provided in Section 9.6
as soon as practicable following the Participant's attainment of Normal
Retirement Age; provided, however, that in no event shall such distribution be
later than sixty (60) days after the close of the Plan Year in which the
Participant attains Normal Retirement Age. If the Participant does not have a
100% Vested Interest in his Matching Contributions Account as of his Severance
Date, the portion of such Participant's Account which is not vested as of such
Severance Date shall be held in such Account, subject to forfeiture in
accordance with Section 9.5.
(b) Payment of a Participant's Distributable Benefit under this Section
9.4 may be made in a lump sum as provided in Section 9.6 before the
Participant's attainment of Normal Retirement Age within ninety (90) days
after receipt by the Committee of all required documentation (but in no event
later than sixty (60) days after the close of the Plan Year in which the
Participant attains Normal Retirement Age) as follows:
(i) In the case of a Participant whose Distributable Benefit exceeds
$3,500, if the Participant elects in writing to payment of such Distributable
Benefit, and the Spouse of such Participant consents in writing to the
payment, or
(ii) In the case of a Participant whose Distributable Benefit does not
exceed $3,500, without such Participant's election or Spouse's consent.
(c) Notwithstanding the foregoing, if a Participant ceases to be an
Employee by reason of a transaction described in Code Section 401(k)(2)(B)(i)
(III) or (IV), such Participant shall be entitled to distribution of his
Distributable Benefit as if, for purposes of this Plan only, such event
constitutes a Severance.
9.5 Forfeitures; Restoration.
(a) Subject to the provisions of subsection (c) below, any non-vested
portion of a Participant's Matching Contributions Account shall be forfeited
as of the earlier of the date the Participant's Distributable Benefit is paid
to him as provided in Section 9.4, or the date the Participant incurs five (5)
consecutive Breaks in Service.
(b) Any non-vested portion of a Participant's Matching Contributions
Account which is forfeited in accordance with (a) above shall be credited to
the Forfeiture Account and shall be applied to reduce future Matching
Contributions
<PAGE>
by the Company or to restore amounts previously forfeited, as provided in (c)
below, and shall not otherwise be repaid to or recovered by the Company.
(c) In accordance with such rules as the Committee may prescribe, there
shall be restored to the Participant's credit in his Matching Contributions
Account a number of shares of Stock equal in value to the dollar value of any
non-vested portion of a Participant's Matching Contributions Account which was
forfeited upon payment of the Participant's Distributable Benefit in
accordance with Section 9.4(b)(i) prior to the date on which he incurs five
(5) consecutive Breaks in Service; provided, however, that such restoration
shall be made only in the case of the Participant's reemployment as an
Employee prior to incurring five (5) consecutive Breaks in Service. The
determination of the dollar value of the forfeited portion of the
Participant's Matching Contributions Account required to be restored to the
Participant, shall be made as of the Valuation Date the Participant's Accounts
were valued for purposes of determining his Distributable Benefit, as provided
in Article 10. No adjustment in the dollar value of the forfeited amounts
shall be made for any gains or losses of any Investment Fund, including the
Computer Sciences Corporation Stock Fund, between the applicable Valuation
Date and the restoration of the dollar value of the forfeited portion of the
Participant's Matching Contributions Account.
9.6 Payment of Distributable Benefit. If a Participant has a Transfer
Account that has received amounts directly from another qualified plan that
provides for an annuity form of distribution, such Transfer Account shall be
distributed in accordance with Article 21. Payment of a Participant s
Distributable Benefit reflecting the Participant's interest in the Computer
Sciences Corporation Stock Fund shall be made in shares of Stock (together
with cash in lieu of any fractional share). Unless a Participant specifically
requests that his Distributable Benefit attributable to Investment Funds other
than the Computer Sciences Corporation Stock Fund be made in Stock, such
portion of his Distributable Benefit shall be made in cash. The payment of a
Participant's Distributable Benefit in Stock (other than the portion of the
distribution representing the Participant's interest in the Computer Sciences
Corporation Stock Fund) shall consist of a number of shares of Stock equal to
the number of shares of Stock which can be purchased with the dollar value of
the Participant's Distributable Benefit (other than the portion of the
distribution representing the Participant's interest in the Computer Sciences
Corporation Stock Fund), such value to be determined as of the appropriate
Valuation Date determined under Article 10.
9.7 Withdrawals.
(a) Hardship Distributions. While still an Employee, a Participant may,
upon at least thirty (30) days written notice to the Committee, obtain a
distribution of his total Compensation Deferral Contributions (less any amount
of Compensation Deferral Contributions previously withdrawn) if the Committee
finds after considering the request by such Participant, that the distribution
is necessary
<PAGE>
to relieve a "hardship" of the Participant. A distribution is made on account
of "hardship" only if the distribution both is made on account of an immediate
and heavy financial need of the Employee and is necessary to satisfy the
financial need.
(i) The existence of an immediate and heavy financial shall be
determined based upon all relevant facts and circumstances. A financial need
may be immediate and heavy even if it was reasonably foreseeable or
voluntarily incurred by the Employee.
(ii) A distribution is not treated as necessary to satisfy an immediate
and heavy financial need of an Employee to the extent the amount of the
distribution is in excess of the amount required to relieve the financial need
or to the extent the need may be satisfied from other resources that are
reasonably available to the Employee, including reasonably available assets of
the Employee's spouse and minor children. This determination is to be made on
the basis of all available facts and circumstances. A distribution may
include any amount necessary to pay any federal, state, or local income taxes
or penalties reasonably anticipated to result from the distribution. A
distribution generally may be treated as necessary to satisfy a financial need
if the Committee relies upon the Employee's written representation, unless the
Committee has actual knowledge to the contrary, that the need cannot be
relieved:
(A) Through reimbursement or compensation by insurance or otherwise;
(B) By liquidation of the Employee's assets;
(C) By cessation of elective contributions or Employee contributions
under the Plan; or
(D) By other distributions or nontaxable (at the time of the loan)
loans from plans maintained by the Company or by any other employer, or by
borrowing from commercial sources on reasonable commercial terms, in an amount
sufficient to satisfy the need.
For purposes of this determination, a need cannot reasonably be relieved by
one of the actions listed above if the effect would be to increase the amount
of the need.
All determinations of the Committee under this provision shall be made in a
uniform and nondiscriminatory manner.
(b) While still an Employee, a Participant may, upon at least thirty (30)
days written notice to the Committee, make a withdrawal from his Retirement
<PAGE>
Account of an amount specified by him up to the whole amount thereof. The
Committee shall authorize the withdrawal and the amount of such withdrawal if
the Committee finds after considering the Participant's request that an
adequate financial hardship and resulting need for such amount has been
demonstrated by the Participant. Any determination of the Committee hereunder
shall be uniformly applied to other Participants requesting withdrawals under
similar circumstances. A Participant who makes a withdrawal under this
Section 9.7(b) shall not be eligible to again make a withdrawal under this
Section 9.7(b) prior to the first anniversary of the date the Participant's
most recent withdrawal under this Section 9.7(b) was distributed to him/her.
(c) While still an Employee, a Participant who has attained at least age
fifty-nine and one-half (59-1/2) and has a one hundred percent (100%) Vested
Interest in the value of his Accounts under the Plan may, upon at least thirty
(30) days written notice to the Committee, make a withdrawal from his Accounts
of the amount specified by him, up to the total value of his Accounts.
Withdrawals shall be taken first from the Participant's Compensation Deferral
Account, then from his Matching Contributions Account, then from his
Retirement Account and last from his Transfer Account. A Participant who makes
a withdrawal under this Section 9.7(c) shall not be eligible to again make a
withdrawal under this Section 9.7(c) prior to the first anniversary of the
date the Participant's most recent withdrawal under this Section 9.7(c) was
distributed to him/her.
(d) While still an Employee, a Participant who has completed at least
five (5) years of participation under the Plan may, upon at least thirty (30)
days written notice to the Committee, make a withdrawal from his Retirement
Account. A Participant who makes a withdrawal under this Section 9.7(d) shall
not be eligible to again make a withdrawal under this Section 9.7(d) prior to
the first anniversary of the date the Participant's most recent withdrawal
under this Section 9.7(d) was distributed to him/her.
(e) While still an Employee, a Participant may, upon at least thirty (30)
days written notice to the Committee, make a withdrawal from his Transfer
Account of all amounts thereof attributable to transfers from other profit
sharing plans and amounts attributable to other pension plans and Section
401(k) plans provided the participant had the right to elect to receive a
distribution of such amount at the time of the transfer to this Plan. No
withdrawals under this provision shall be permitted of any amounts transferred
from an account that qualifies under Section 401(k) of the Code if the
Participant did not have the right to receive a distribution at the time of
the transfer. A Participant who makes a withdrawal under this Section 9.7(e)
shall not be eligible to again make a withdrawal under this Section 9.7(e)
prior to the first anniversary of the date the Participant's most recent
withdrawal under this Section 9.7(e) was distributed to him/her.
<PAGE>
(f) The maximum amount subject to withdrawal under this Section 9.7 shall
be determined as of the Valuation Date immediately following the Committee's
determination authorizing the withdrawal.
(g) Any Hardship withdrawal from the Computer Sciences Corporation Stock
Fund shall be made in cash in accordance with the provisions of Section
9.7(a). Any non-Hardship withdrawal from the Computer Sciences Corporation
Stock Fund shall be made in whole shares of Stock, together with cash in lieu
of any fractional share, and shall be paid by the Trustee pursuant to
direction of the Committee. Any withdrawal from an Investment Fund other than
the Computer Sciences Corporation Stock Fund shall be in Stock or cash, as
determined in accordance with the provisions of Section 9.6. Such withdrawals
shall be distributed as soon as practicable following the Committees
determination authorizing a withdrawal.
9.8 Designation of Beneficiary.
(a) Subject to the provisions of subsection (b) below, each Participant
shall have the right to designate a Beneficiary or Beneficiaries to receive
his interest in the Trust Fund in the event of his death before receipt of his
entire interest in the Trust Fund. This designation is to be made on the form
prescribed by and delivered to the Committee. Subject to the provisions of
subsection (b) below, a Participant shall have the right to change or revoke
any such designation by filing a new designation or notice of revocation with
the Committee, and no notice to any Beneficiary nor consent by any Beneficiary
shall be required to effect any such change or revocation.
(b) If a Participant designates a non-Spouse as the Beneficiary of his
interest in the Trust Fund and on the date of his death has a Spouse, no
effect shall be given to such designation unless such Spouse has consented or
thereafter consents in writing to such designation and such consent is
witnessed by a notary public. If a Participant designates a non-Spouse
Beneficiary and the surviving Spouse does not consent to such designation, the
surviving Spouse shall be deemed the Beneficiary of the deceased Participant.
A Spouse's consent to a Beneficiary designation is not required under the
following circumstances:
(i) if it is established to the satisfaction of the Committee that
there is no Spouse; or
(ii) if the Participant's Spouse cannot be located; or
(iii) because of other circumstances under which a Spouse's consent is
not required in accordance with applicable Treasury or Department of Labor
Regulations.
<PAGE>
(c) If a deceased Participant shall have failed to designate a
Beneficiary, or if the Committee shall be unable to locate a designated
Beneficiary after reasonable efforts have been made, or if for any reason
(including but not limited to application of the rules in subsection (b)) the
designation shall be legally ineffective, or if the Beneficiary shall have
predeceased the Participant and the Participant did not designate a successor
Beneficiary, any distribution required to be made under the provisions of this
Plan shall be made within one (1) year after the Participant's death to the
Participant's estate.
(d) In the event that the deceased Participant was not a resident of
California at the date of his death, the Committee, in its discretion, may
require the establishment of ancillary administration in California. In the
event that a Participant shall predecease his Beneficiary and on the
subsequent death of the Beneficiary a remaining distribution is payable under
the applicable provisions of this Plan, the distribution shall be payable to
the estate of the Beneficiary, subject to the same provisions concerning non-
California residency and the establishment of ancillary administration as are
applicable on the death of the Participant.
(e) The Committee shall not be required to authorize any payment to be
made to any person following a Participant's death, whether or not such person
has been designated by the Participant as Beneficiary, if the Committee
determines that the Plan may be subject to conflicting claims in respect of
said payment for any reason, including, without limitation, the designation or
continuation of a designation of a Beneficiary other than the Participant's
Spouse without the consent of such Spouse to the extent such consent is
required by Section 401(a) of the Code. In the event the Committee determines
in accordance with this Section 9.8(e) not to make payment to a designated
Beneficiary, the Committee shall take such steps as it determines appropriate
to resolve such potential conflict.
The provisions of this Section 9.8 shall not be construed to place upon the
Company or the Committee any duty or obligation to require the consent of a
Spouse for the purpose of protecting the rights or interests of present or
former Spouses of Participants, except to the extent required to comply with
Code Section 401(a)(11) or Section 205 of ERISA.
9.9 Facility of Payment. If any payee under the Plan is a minor or if the
Committee reasonably believes that any payee is legally incapable of giving a
valid receipt and discharge for any payment due him, the Committee may have
the payment or any part thereof, made to the person (or persons or
institution) whom it reasonably believes is caring for or supporting the
payee, unless it has received due notice of claim therefor from a duly
appointed guardian or custodian of the payee. Any payment shall be a payment
from the Accounts of the payee and shall, to the extent thereof, be a complete
discharge of any liability under the Plan to the payee.
<PAGE>
9.10 Payee Consent. To the extent required to comply with Code Section
411(a)(11), the Committee shall require each Participant or other payee to
consent to any payment of a Participant's Accounts.
9.11 Additional Requirements for Distribution.
(a) The Committee or Trustee, or both, may require the execution and
delivery of such documents, papers and receipts as the Committee or Trustee
may determine necessary or appropriate in order to establish the fact of death
of the deceased Participant and of the right and identity of any Beneficiary
or other person or persons claiming any benefits under this Article 9.
(b) The Committee or the Trustee, or both, may, as a condition precedent
to the payment of death benefits hereunder, require an inheritance tax release
and/or such security as the Committee or Trustee, or both, may deem
appropriate as protection against possible liability for state or federal
death taxes attributable to any death benefits.
(c) Notwithstanding any other provision in this Article 9 regarding the
time within which a Participant's Distributable Benefit will be paid, if, in
the opinion of the Committee there are or reasonably may be conflicting claims
or other legal impediments to the payment of such Distributable Benefit to a
payee, such payment may be delayed for so long as is necessary to resolve such
conflict, potential conflict, or other legal impediment, but not beyond the
date permitted by applicable law.
(d) The Committee shall notify each recipient of an "eligible rollover
distribution" (as defined in Section 402(f)(2)(A) of the Code) of his or her
distribution options within a reasonable period of time prior to making such
distribution.
9.12 Direct Transfer of Distribution. This Section applies to distributions
made on or after January 1, 1993. Notwithstanding any provision of the Plan
to the contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Plan Committee, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributee in a
direct rollover. For purposes of this Section 9.12, the following definitions
shall apply:
(a) Eligible Rollover Distribution. An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee
<PAGE>
and the distributee's designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such distribution is required
under Code Section 401(a)(9); and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
(b) Eligible Retirement Plan. An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts the distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving Spouse, an
eligible retirement plan is an individual retirement account or an individual
retirement annuity.
(c) Distributee. A distributee includes an employee or former employee.
In addition, the employee's or former employee's surviving Spouse and the
employee's or former employee's Spouse or former Spouse who is the alternate
payee under a qualified domestic relations order as defined in Code Section
414(p), are distributees with regard to the interest of the Spouse or former
Spouse.
(d) Direct Rollover. A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.
ARTICLE 10
VALUATION OF ACCOUNTS
For purposes of payment of a Participant's Distributable Benefit following a
Severance for any reason, the value of a Participant's Accounts shall be
determined in accordance with rules prescribed by the Committee, subject,
however, to the following provisions:
(a) Subject to subsections (b) and (c) below, in the case of Normal
Retirement or other Severance including death or Total and Permanent
Disability, the value of a Participant's Accounts under the Plan shall be
determined by reference to the Valuation Date immediately following both (i)
the occurrence of an event entitling the Participant to a distribution, and
(ii) the receipt by the Committee of the completed application of the
Participant (or his Beneficiary) for payment of the Participant's
Distributable Benefit with respect to such event.
(b) The value of a Participant's Accounts shall be increased or decreased
(as appropriate) by any contributions, withdrawals or distributions
<PAGE>
properly allocable under the terms of this Plan to his Accounts that occurred
on or after the applicable Valuation Date or which, for any other reason were
not otherwise reflected in the valuation of his Accounts on such Valuation
Date.
(c) Notwithstanding any provision of this Plan to the contrary, a
Participant's Accounts, to the extend held in the Computer Sciences
Corporation Stock Fund, shall be distributed solely in shares of Stock (with
payment of cash in lieu of any fractional share). The number of shares so
distributable shall be the number of shares credited to the Participant's
Accounts held in the Computer Sciences Corporation Stock Fund and such
additional shares as may be purchased with the Participant's allocable share
of non-Stock assets of the Computer Sciences Corporation Stock Fund (the value
of such non-Stock assets to be determined in accordance with principles
consistent with subsections (a) and (b) above, and the number of shares to be
purchased with such non-Stock assets to be determined in accordance with such
rules of general application as the Committee may adopt from time to time.
ARTICLE 11
OPERATION AND ADMINISTRATION OF THE PLAN
11.1 Plan Administration.
(a) Authority to control and manage the operation and administration of
the Plan shall be vested in a Committee as provided in this Article 11.
(b) The Board of Directors shall establish the number of members of the
Committee from time to time, and all such members shall be appointed or
removed by the Board.
(c) For purposes of ERISA Section 402(a), the Committee shall be the
Named Fiduciary of this Plan.
(d) Notwithstanding the foregoing, a Trustee with whom Plan assets have
been placed in trust or an Investment Manager appointed pursuant to Section
11.3 may be granted exclusive authority and discretion to manage and control
all or any portion of the assets of the Plan.
11.2 Committee Powers. The Committee shall have all powers necessary to
supervise the administration of the Plan and control its operations. In
addition to any powers and authority conferred on the Committee elsewhere in
the Plan or by law, the
<PAGE>
Committee shall have, by way of illustration but not by way of limitation, the
following powers and authority:
(a) To allocate fiduciary responsibilities (other than trustee
responsibilities) among the Named Fiduciaries and the Trustee and to designate
one or more other persons (including the Trustee) to carry out fiduciary
responsibilities (other than trustee responsibilities). However, no
allocation or delegation under this Section 11.2(a) shall be effective until
the person or persons to whom the responsibilities have been allocated or
delegated agree to assume the responsibilities. The term "trustee
responsibilities" as used herein shall have the meaning set forth in Section
405(c) of ERISA. The preceding provisions of this Section 11.2(a) shall not
limit the authority of the Committee to appoint one or more Investment
Managers in accordance with Section 11.3.
(b) To designate agents to carry out responsibilities relating to the
Plan, other than fiduciary responsibilities.
(c) To employ such legal, actuarial, medical, accounting, clerical and
other assistance as it may deem appropriate in carrying out the provisions of
this Plan, including one or more persons to render advice with regard to any
responsibility any Named Fiduciary or any other fiduciary may have under the
Plan.
(d) To establish rules and regulations from time to time for the conduct
of the Committee's business and the administration and effectuation of this
Plan.
(e) To administer, interpret, construe and apply this Plan and to decide
all questions which may arise or which may be raised under this Plan by any
Employee, Participant, former participant, Beneficiary or other person
whatsoever, including but not limited to all questions relating to eligibility
to participate in the Plan, the amount of service of any Participant, and the
amount of benefits to which any Participant or his Beneficiary may be
entitled.
(f) To determine the manner in which the assets of this Plan, or any part
thereof, shall be disbursed.
(g) To appoint or remove one or more Investment Managers, as provided in
Section 11.3.
(h) To select a funding vehicle, including but not limited to a mutual
fund or a guaranteed investment contract with an insurance company, for any
Investment Fund established by the Committee under Section 7.2 that is not
under the management and control of an Investment Manager appointed by the
Committee.
<PAGE>
(i) To perform or cause to be performed such further acts as it may
deem to be necessary, appropriate or convenient in the efficient
administration of the Plan.
Any action taken by the Committee in the exercise of authority conferred upon
it by this Plan shall be conclusive and binding upon the Participants and
their Beneficiaries. All discretionary powers conferred upon the Committee
shall be absolute, subject only to the limitation that such powers may not be
exercised in an arbitrary and capricious manner.
11.3 Investment Manager.
(a) The Committee, by action reflected in the minutes thereof, may
appoint one or more Investment Managers, as defined in Section 3(38) of ERISA,
to manage all or a portion of the assets of the Plan.
(b) An Investment Manager shall discharge its duties in accordance with
applicable law and in particular in accordance with Section 404(a)(1) of
ERISA.
(c) An Investment Manager, when appointed, shall have full power to
manage the assets of the Plan for which it has responsibility, and neither the
Company, a Participating Employer nor the Committee shall thereafter have any
responsibility for the management of those assets.
11.4 Committee Procedure.
(a) A majority of the members of the Committee as constituted at any time
shall constitute a quorum, and any action by a majority of the members present
at any meeting, or authorized by a majority of the members in writing without
a meeting, shall constitute the action of the Committee.
(b) The Committee may designate certain of its members as authorized to
execute any document or documents on behalf of the Committee, in which event
the Committee shall notify the Trustee of this action and the name or names of
the designated members. The Trustee, Company, a Participating Employer,
Participants, Beneficiaries, and any other party dealing with the Committee
may accept and rely upon any document executed by the designated members as
representing action by the Committee until the Committee shall file with the
Trustee a written revocation of the authorization of the designated members.
11.5 Compensation of Committee.
(a) Members of the Committee shall serve without compensation unless the
Board of Directors shall otherwise determine. However, in no event shall any
member of the Committee who is an Employee receive compensation from the Plan
for his services as a member of the Committee.
<PAGE>
(b) All members shall be reimbursed for any necessary or appropriate
expenditures incurred in the discharge of duties as members of the Committee.
(c) The compensation or fees, as the case may be, of all officers,
agents, counsel, the Trustee, or other persons retained or employed by the
Committee shall be fixed by the Committee.
11.6 Resignation and Removal of Members. Any member of the Committee may
resign at any time by giving written notice to the other members and to the
Company effective as therein stated. Any member of the Committee may, at any
time, be removed by the Board of Directors.
11.7 Appointment of Successors.
(a) Upon the death, resignation, or removal of any Committee member, the
Board of Directors may appoint a successor.
(b) Notice of appointment of a successor member shall be given by the
Board of Directors in writing to the Trustee and to the members of the
Committee.
11.8 Records. The Committee shall keep a record of all its proceedings and
shall keep, or cause to be kept, all such books, accounts, records or other
data as may be necessary or advisable in its judgment for the administration
of the Plan and to properly reflect the affairs thereof.
11.9 Reliance Upon Documents and Opinions.
(a) The members of the Committee, the Board of Directors, the Company and
any person delegated under the provisions hereof to carry out any fiduciary
responsibilities under the Plan ("delegated fiduciary"), shall be entitled to
rely upon any tables, valuations, computations, estimates, certificates and
reports furnished by any consultant, or firm or corporation which employs one
or more consultants, upon any opinions furnished by legal counsel, and upon
any reports furnished by the Trustee. The members of the Committee, the Board
of Directors, the Company and any delegated fiduciary shall be fully protected
and shall not be liable in any manner whatsoever for anything done or action
taken or suffered in reliance upon any such consultant or firm or corporation
which employs one or more consultants, Trustee, or counsel.
(b) Any and all such things done or actions taken or suffered by the
Committee, the Board of Directors, the Company and any delegated fiduciary
shall be conclusive and binding on all Employees, Participants, Beneficiaries,
and any other persons whomsoever, except as otherwise provided by law.
<PAGE>
(c) The Committee and any delegated fiduciary may, but are not required
to, rely upon all records of the Company with respect to any matter or thing
whatsoever, and may likewise treat those records as conclusive with respect to
all Employees, Participants, Beneficiaries, and any other persons whomsoever,
except as otherwise provided by law.
11.10 Requirement of Proof. The Committee or the Company may require
satisfactory proof of any matter under this Plan from or with respect to any
Employee, Participant, or Beneficiary, and no person shall acquire any rights
or be entitled to receive any benefits under this Plan until the required
proof shall be furnished.
11.11 Reliance on Committee Memorandum. Any person dealing with the
Committee may rely on and shall be fully protected in relying on a certificate
or memorandum in writing signed by any Committee member or other person so
authorized, or by the majority of the members of the Committee, as constituted
as of the date of the certificate or memorandum, as evidence of any action
taken or resolution adopted by the Committee.
11.12 Multiple Fiduciary Capacity. Any person or group of persons may serve
in more than one fiduciary capacity with respect to the Plan.
11.13 Limitation on Liability.
(a) Except as provided in Part 4 of Title I of ERISA, no person shall be
subject to any liability with respect to his duties under the Plan unless he
acts fraudulently or in bad faith.
(b) No person shall be liable for any breach of fiduciary responsibility
resulting from the act or omission of any other fiduciary or any person to
whom fiduciary responsibilities have been allocated or delegated, except as
provided in Part 4 of Title I of ERISA.
(c) No action or responsibility shall be deemed to be a fiduciary action
or responsibility except to the extent required by ERISA.
11.14 Indemnification.
(a) To the extent permitted by law, the Company shall indemnify each
member of the Board of Directors and the Committee, and any other Employee of
the Company with duties under the Plan, against expenses (including any amount
paid in settlement) reasonably incurred by him in connection with any claims
against him by reason of his conduct in the performance of his duties under
the Plan, except in relation to matters as to which he acted fraudulently or
in bad faith in the performance of such duties. The preceding right of
indemnification shall pass to the estate of such a person.
<PAGE>
(b) The preceding right of indemnification shall be in addition to any
other right to which the Board member or Committee member or other person may
be entitled as a matter of law or otherwise.
11.15 Bonding.
(a) Except as is prescribed by the Board of Directors, as provided in
Section 412 of ERISA, or as may be required under any other applicable law, no
bond or other security shall be required by any member of the Committee, or
any other fiduciary under this Plan.
(b) Notwithstanding the foregoing, for purposes of satisfying its
indemnity obligations under Section 11.14, the Company may (but need not)
purchase and pay premiums for one or more policies of insurance. However, this
insurance shall not release the Company from its liability under the
indemnification provisions.
11.16 Prohibition Against Certain Actions.
(a) To the extent prohibited by law, in administering this Plan the
Committee shall not discriminate in favor of any class of Employees and
particularly it shall not discriminate in favor of Highly Compensated
Employees, or Employees who are officers or shareholders of the Company or of
a Participating Employer.
(b) The Committee shall not knowingly cause the Plan to engage in any
transaction that constitutes a nonexempt prohibited transaction under Section
4975(c) of the Code or Section 406(a) of ERISA.
(c) All individuals who are fiduciaries with respect to the Plan (as
defined in Section 3(21) of ERISA) shall discharge their fiduciary duties in
accordance with applicable law, and in particular, in accordance with the
standards of conduct contained in Section 404 of ERISA.
11.17 Plan Expenses. All expenses incurred in the establishment,
administration and operation of the Plan, including but not limited to the
expenses incurred by the members of the Committee in exercising their duties,
shall be charged to the Trust Fund and allocated to Participants' Accounts as
determined by the Committee, but shall be paid by the Company if not paid by
the Trust Fund.
11.18 Participant Loans. The Committee is authorized, in its discretion, to
adopt a Participant loan program in conformity with Department of Labor
Regulation Section 2550.408b-1. Such loan program shall be established by the
Committee adopting a written loan program document that shall be deemed a part
of this Plan and which contains the following information:
<PAGE>
(a) the identity of the person or position authorized to administer the
program;
(b) the procedure for applying for loans;
(c) the basis on which loans will be approved or denied;
(d) any limitations on the types of loans offered;
(e) the procedure under the program for determining a reasonable rate of
interest;
(f) the types of collateral which may secure a Participant loan; and
(g) the events constituting default and the steps that will be taken to
preserve Plan assets in the event of default.
ARTICLE 12
MERGER OF COMPANY; MERGER OF PLAN
12.1 Effect of Reorganization or Transfer of Assets. In the event of a
consolidation, merger, sale, liquidation, or other transfer of the operating
assets of the Company to any other company, the ultimate successor or
successors to the business of the Company shall automatically be deemed to
have elected to continue this Plan in full force and effect, in the same
manner as if the Plan had been adopted by resolution of its board of
directors, unless the successor(s), by resolution of its board of directors,
shall elect not to so continue this Plan in effect, in which case the Plan
shall automatically be deemed terminated as of the applicable effective date
set forth in the board resolution.
12.2 Merger Restriction. Notwithstanding any other provision in this
Article, this Plan shall not in whole or in part merge or consolidate with, or
transfer its assets or liabilities to any other plan unless each affected
Participant in this Plan would receive a benefit immediately after the merger,
consolidation, or transfer (if the Plan then terminated) which is equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer (if the Plan had then
terminated).
<PAGE>
ARTICLE 13
PLAN TERMINATION AND
DISCONTINUANCE OF CONTRIBUTIONS
13.1 Plan Termination.
(a) (i) Subject to the following provisions of this Section 13.1, the
Board of Directors may terminate the Plan and the Trust Agreements at any time
and the Committee shall deliver written notification to the Trustee of such
termination.
(ii) The Plan and Trust Agreements may terminate if the Company merges
into any other corporation, if as the result of the merger the entity of the
Company ceases, and the Plan is terminated pursuant to the rules of Section
12.1.
(b) Upon and after the effective date of the termination, the Company and
all Participating Employers shall not make any further contributions under the
Plan and no contributions need be made by the Company or any Participating
Employer applicable to the Plan Year in which the termination occurs, except
as may otherwise be required by law.
(c) The rights of all affected Participants to benefits accrued to the
date of termination of the Plan shall automatically become fully vested as of
that date, to the extent required to comply with the requirements of Code
Section 411.
13.2 Discontinuance of Contributions.
(a) In the event the Company decides it is impossible or inadvisable for
business reasons to continue to make Employer contributions under the Plan,
the Company may discontinue contributions to the Plan. On and after the
effective date of this discontinuance, the Company shall not make any further
Employer contributions under the Plan and no Employer contributions need be
made by the Company with respect to the Plan Year in which the discontinuance
occurs, except as may otherwise be required by law.
(b) The discontinuance of Employer contributions on the part of the
Company shall not terminate the Plan as to the funds and assets then held by
the Trustee, or operate to accelerate any payments of distributions to or for
the benefit of Participants or Beneficiaries, and the Trustee shall continue
to administer the Trust Fund in accordance with the provisions of the Plan
until all of the obligations under the Plan shall have been discharged and
satisfied.
<PAGE>
(c) However, if this discontinuance of Employer contributions shall cause
the Plan to lose its status as a qualified plan under Code Section 401(a), the
Plan shall be terminated in accordance with the provisions of this Article 13.
(d) On and after the effective date of a discontinuance of Employer
contributions, the rights of all affected Participants to benefits accrued to
that date, to the extent funded as of that date, shall automatically become
fully vested as of that date, to the extent required to comply with the
requirements of Code Section 411.
13.3 Rights of Participants. In the event of the termination of the Plan,
for any cause whatsoever, all assets of the Plan, after Payment of expenses,
shall be used for the exclusive benefit of Participants and their
Beneficiaries and no part thereof shall be returned to the Company, except as
provided in Section 5.2 of this Plan.
13.4 Trustee's Duties on Termination.
(a) On or before the effective date of termination of this Plan, the
Trustee shall proceed as soon as possible, but in any event within six months
from the effective date, to reduce all of the assets of the Trust Fund to cash
and/or common stock and other securities in such proportions as the Committee
shall determine after approval by the Internal Revenue Service, if necessary
or desirable.
(b) After first deducting the estimated expenses for liquidation and
distribution chargeable to the Trust Fund, and after setting aside a
reasonable reserve for expenses and liabilities (absolute or contingent) of
the Trust, the Committee shall make required allocations of items of income
and expense to the Accounts.
(c) Following these allocations, the Trustee shall promptly, after
receipt of appropriate instructions from the Committee, distribute in
accordance with Section 9.6 to each Participant a benefit equal to the amount
credited to his Accounts as of the date of completion of the liquidation.
(d) The Trustee and the Committee shall continue to function as such for
such period of time as may be necessary for the winding up of this Plan and
for the making of distributions in accordance with the provisions of this
Plan.
(e) Notwithstanding the foregoing, the Committee may direct the Trustee
to continue to hold the assets of the Trust Fund until benefits become Payable
under the terms of the Plan, or until such earlier date as may be determined
by the Committee.
<PAGE>
13.5 Partial Termination.
(a) In the event of a partial termination of the Plan within the meaning
of Code Section 411(d)(3), the interests of affected Participants in the Trust
Fund, as of the date of the Partial termination, shall become nonforfeitable
as of that date.
(b) That portion of the assets of the Plan affected by the partial
termination shall be used exclusively for the benefit of the affected
Participants and their Beneficiaries, and no part thereof shall otherwise be
applied.
(c) With respect to Plan assets and Participants affected by a partial
termination, the Committee and the Trustee shall follow the same procedures
and take the same actions prescribed in this Article 13 in the case of a total
termination of the Plan.
13.6 Failure to Contribute. The failure of an employer to contribute to the
Trust in any year, if contributions are not required under the Plan for that
year, shall not constitute a complete discontinuance of contributions to the
Plan.
ARTICLE 14
APPLICATION FOR BENEFITS
14.1 Application for Benefits. The Committee may require any person claiming
benefits under the Plan to submit an application therefor, together with such
documents and information as the Committee may require. In the case of any
person suffering from a disability which prevents the claimant from making
personal application for benefits, the Committee may, in its discretion,
permit another person acting on his behalf to submit the application.
14.2 Action on Application.
(a) Within ninety days following receipt of an application and all
necessary documents and information, the Committee's authorized delegate
reviewing the claim shall furnish the claimant with written notice of the
decision rendered with respect to the application.
(b) In the case of a denial of the claimant's application, the written
notice shall set forth:
(i) The specific reasons for the denial, with reference to the Plan
provisions upon which the denial is based;
<PAGE>
(ii) A description of any additional information or material necessary
for perfection of the application (together with an explanation why the
material or information is necessary); and
(iii) An explanation of the Plan's claim review procedure.
(c) A claimant who wishes to contest the denial of his application for
benefits or to contest the amount of benefits payable to him shall follow the
procedures for an appeal of benefits as set forth in Section 14.3 below, and
shall exhaust such administrative procedures prior to seeking any other form
of relief.
14.3 Appeals.
(a) (i) A claimant who does not agree with the decision rendered with
respect to his application may appeal the decision to the Committee.
(ii) The appeal shall be made, in writing, within sixty-five days after
the date of notice of the decision with respect to the application.
(iii) If the application has neither been approved nor denied within the
ninety day period provided in Section 14.2 above, then the appeal shall be
made within sixty-five days after the expiration of the ninety day period.
(b) The claimant may request that his application be given full and fair
review by the Committee. The claimant may review all pertinent documents and
submit issues and comments in writing in connection with the appeal.
(c) The decision of the Committee shall be made promptly, and not later
than sixty days after the Committee's receipt of a request for review, unless
special circumstances require an extension of time for processing, in which
case a decision shall be rendered as soon as possible, but not later than one
hundred twenty days after receipt of a request for review.
(d) The decision on review shall be in writing and shall include specific
reasons for the decision, written in a manner calculated to be understood by
the claimant with specific reference to the pertinent Plan provisions upon
which the decision is based.
<PAGE>
ARTICLE 15
LIMITATIONS ON CONTRIBUTIONS
15.1 General Rule.
(a) Notwithstanding anything to the contrary contained in this Plan, the
total Annual Additions under this Plan to a Participant's Plan Accounts for
any Plan Year shall not exceed the lesser of:
(i) Thirty Thousand Dollars ($30,000) (or if greater, one-fourth (1/4)
of the defined benefit dollar limitation set forth in Section 415(b) of the
Code as in effect for the Limitation Year); or
(ii) Twenty-five percent of the Participant's 415 Compensation from the
Company and any Affiliated Companies for the year, excluding amounts otherwise
treated as Annual Additions under Section 15.2(a)(iii).
(b) For purposes of this Article 15, the Company has elected a
"Limitation Year" corresponding to the Plan Year.
15.2 Annual Additions. For purposes of Section 15.1, the term "Annual
Additions" shall mean, for any Plan Year, the sum of (i) the amount credited
to the Participant's Accounts from Company contributions for such Plan Year;
(ii) any Employee contributions for the Plan Year; and (iii) any amounts
described in Sections 415(l)(1) or 419(A)(d)(2) of the Code. The term
"Employee Contributions," for purposes of the preceding sentence, shall mean
amounts considered contributed by the Employee and which do not qualify for
tax deferral treatment under Section 401(k)of the Code. Notwithstanding
anything to the contrary in this Section, the Annual Addition for any
Limitation Year beginning before January 1, 1987 shall not be recomputed to
treat all Employee contributions as Annual Additions.
15.3 Other Defined Contribution Plans. If the Company or an Affiliated
Company is contributing to any other defined contribution plan (as defined in
Section 415(i) of the Code) for its Employees, some or all of whom may be
Participants in this Plan, then contributions to the other plan shall be
aggregated with contributions under this Plan for the purposes of applying the
limitations of Section 15.1.
15.4 Combined Plan Limitation (Defined Benefit Plan). In the event a
Participant hereunder also is a participant in any qualified defined benefit
plan (within the meaning of Section 415(k) of the Code) of the Company or an
Affiliated Company, then the benefit payable under such defined benefit plan,
or any of them, shall be reduced for so long and to the extent necessary to
provide that the sum of the "defined benefit fraction"
<PAGE>
and the "defined contribution fraction" for any Plan Year, as defined in Code
Section 415(e), shall not exceed 1.
15.5 Adjustments for Excess Annual Additions. In general, the amount of
excess for any Plan Year under this Plan and any other defined contribution
plan (as defined in Code Section 414(i)) or defined benefit plan (as defined
in Code Section 414(j)) maintained by the Company or an Affiliated Company
will be determined so as to avoid Annual Additions in excess of the
limitations set forth in Sections 15.1 through 15.4. However, if as a result
of an administrative error in calculating those Company contributions, the
Annual Additions to a Participant's Accounts under this Plan (after giving
effect to the maximum permissible adjustments under the other plans) would
exceed the applicable limitations described in Sections 15.1 through 15.4, the
excess amount shall be subject to the following rules:
(a) If the Participant made any voluntary contributions to this or any
other defined contribution plan that is maintained by the Company or an
Affiliated Company, these contributions shall be returned to the Participant
to the extent of any excess Annual Additions.
(b) If excess Annual Additions remain after the application of the above
rule, Compensation Deferral Contributions and Matching Contributions
attributable thereto shall be reduced pro rata to the extent necessary to
eliminate any remaining excess.
15.6 Disposition of Excess Amounts. Any excess Matching Contributions on
behalf of a Participant for any Plan Year shall be held unallocated in a
suspense account for the Plan Year and applied to reduce the Company
contributions on for the succeeding Plan Year, or Years, if necessary. No
investment gains or losses shall be allocated to a suspense account. Any
excess Compensation Deferral Contributions shall be returned to the Company
and thereafter paid to the Participant as current compensation, after the
withholding of any federal state or local income taxes on such amount.
15.7 Affiliated Company. For purposes of this Article 15, the status of an
entity as an Affiliated Company shall be determined by reference to the
percentage tests set forth in Code Section 415(h).
ARTICLE 16
RESTRICTION ON ALIENATION
16.1 General Restrictions Against Alienation.
(a) The interest of any Participant or Beneficiary in the income,
benefits, payments, claims or rights hereunder, or in the Trust Fund shall not
in any event be subject to sale, assignment, hypothecation, or transfer. Each
Participant
<PAGE>
and Beneficiary is prohibited from anticipating, encumbering, assigning, or in
any manner alienating his or her interest under the Trust Fund, and is without
power to do so, except as may otherwise he provided for in the Trust
Agreement. The interest of any Participant or Beneficiary shall not be liable
or subject to his debts, liabilities, or obligations, now contracted, or which
may be subsequently contracted. The interest of any Participant or
Beneficiary shall be free from all claims, liabilities, bankruptcy
proceedings, or other legal process now or hereafter incurred or arising; and
the interest or any part thereof, shall not be subject to any judgment
rendered against the Participant or Beneficiary.
(b) In the event any person attempts to take any action contrary to this
Article 16, that action shall be void and the Company, the Employer, the
Committee, the Trustees and all Participants and their Beneficiaries, may
disregard that action and are not in any manner bound thereby, and they, and
each of them separately, shall suffer no liability for any disregard of that
action, and shall be reimbursed on demand out of the Trust Fund for the amount
of any loss, cost or expense incurred as a result of disregarding or of acting
in disregard of that action.
(c) The preceding provisions of this Section 16.1 shall be interpreted
and applied by the Committee in accordance with the requirements of Code
Section 401(a)(13) as construed and interpreted by authoritative judicial and
administrative rulings and regulations.
16.2 Nonconforming Distributions Under Court Order.
(a) In the event that a court with jurisdiction over the Plan and the
Trust Fund shall issue an order or render a judgment requiring that all or
part of a Participant's interest under the Plan and in the Trust Fund be paid
to a Spouse, former spouse and/or children of the Participant by reason of or
in connection with the marital dissolution and/or marital separation of the
Participant and the Spouse, and/or some other similar proceeding involving
marital rights and property interests, then notwithstanding the provisions of
Section 16.1 the Committee may, in its absolute discretion, direct the
applicable Trustee to comply with that court order or judgment and distribute
assets of the Trust Fund in accordance therewith.
(b) The Committee's decision with respect to compliance with any such
court order or judgment shall be made in its absolute discretion and shall be
binding upon the Trustee and all Participants and their Beneficiaries,
provided, however, that the Committee in the exercise of its discretion shall
not make payments in accordance with the terms of an order which is not a
"qualified domestic relations order" or which the Committee determines would
jeopardize the continued qualification of the Plan and Trust under Section 401
of the Code.
<PAGE>
(c) Neither the Plan, the Company, a Participating Employer, the
Committee nor the Trustee shall be liable in any manner to any person,
including any Participant or Beneficiary, for complying with any such court
order or judgment.
(d) Nothing in this Section 16.2 shall be interpreted as placing upon the
Company, a Participating Employer, the Committee or any Trustee any duty or
obligation to comply with any such court order or judgment. The Committee
may, if in its absolute discretion it deems it to be in the best interests of
the Plan and the Participants, determine that any such court order or judgment
shall be resisted by means of judicial appeal or other available judicial
remedy, and in that event the Trustee shall act in accordance with the
Committee's directions.
(e) The Committee shall adopt procedures and provide notifications to a
Participant and alternate payees in connection with a "qualified domestic
relations order", to the extent required under Code Section 414(p).
ARTICLE 17
PLAN AMENDMENTS
17.1 Amendments. The Company, acting through its Board of Directors, may at
any time, and from time to time, amend the Plan by an instrument in writing
executed in the name of the Company. Notwithstanding the foregoing, no
amendment shall be made at any time, the effect of which would be:
(a) To cause any assets of the Trust Fund to be used for or diverted to
purposes other than providing benefits to the Participants and their
Beneficiaries, and defraying reasonable expenses of administering the Plan,
except as provided in Section 5.3;
(b) To have any retroactive effect so as to deprive any Participant or
Beneficiary of any accrued benefit to which he would be entitled under this
Plan if his employment were terminated immediately before the amendment, to
the extent so doing would contravene Code Section 411(d)(6);
(c) To eliminate or reduce a subsidy or early retirement benefit or an
optional form of benefit to the extent so doing would contravene Code Section
411(d)(6); or
(d) To increase the responsibilities or liabilities of a Trustee or an
Investment Manager without his written consent.
<PAGE>
ARTICLE 18
MISCELLANEOUS
18.1 No Enlargement of Employee Rights.
(a) This Plan is strictly a voluntary undertaking on the part of the
Company and shall not be deemed to constitute a contract between the Company
or any Affiliated Company and any Employee, or to be consideration for, or an
inducement to, or a condition of, the employment of any Employee.
(b) Nothing contained in this Plan or the Trust shall be deemed to give
any Employee the right to be retained in the employ of the Company or an
Affiliated Company or to interfere with the right of the Company or an
Affiliated Company to discharge or retire any Employee at any time.
(c) No Employee, nor any other person, shall have any right to or
interest in any portion of the Trust Fund other than as specifically provided
in this Plan.
18.2 Mailing of Payments; Lapsed Benefits.
(a) All payments under the Plan shall be delivered in person or mailed to
the last address of the Participant (or, in the case of the death of the
Participant, to the last address of any other Person entitled to such Payments
under the terms of the Plan) furnished pursuant to Section 18.3 below.
(b) In the event that a benefit is payable under this Plan to a
Participant or any other person and after reasonable efforts such person
cannot be located for the purpose of paying the benefit for a period of seven
(7) consecutive years, the person conclusively shall be presumed dead and upon
the termination of such seven (7) year period the benefit shall be forfeited
and as soon thereafter as practicable shall be paid to the appropriate state
agency pursuant to the escheat laws of the state entitled to such payment.
(c) For purposes of this Section 18.2, the term "Beneficiary" shall
include any person entitled under Section 9.8 to receive the interest of a
deceased Participant or deceased designated Beneficiary.
(d) The Accounts of a Participant shall continue to be maintained until
the amounts in the Accounts are paid to the Participant or his Beneficiary.
Notwithstanding the foregoing, in the event that the Plan is terminated, the
following rules shall apply:
<PAGE>
(i) All Participants (including Participants who have not previously
claimed their benefits under the Plan) shall be notified of their right to
receive a distribution of their interests in the Plan;
(ii) All Participants shall be given a reasonable length of time, which
shall be specified in the notice, in which to claim their benefits;
(iii) All Participants (and their Beneficiaries) who do not claim their
benefits within the designated time period shall be presumed to be dead. The
Accounts of such Participants shall be forfeited at such time. These
forfeitures shall be disposed of according to rules prescribed by the
Committee, which rules shall be consistent with applicable law.
(iv) The Committee shall prescribe such rules as it may deem necessary
or appropriate with respect to the notice and forfeiture rules stated above.
(e) Should it be determined that the preceding rules relating to
forfeiture of benefits upon Plan termination are inconsistent with any of the
provisions of the Code and/or ERISA, these provisions shall become inoperative
without the need for a Plan amendment and the Committee shall prescribe rules
that are consistent with the applicable provisions of the Code and/or ERISA.
18.3 Addresses. Each Participant shall be responsible for furnishing the
Committee with his correct current address and the correct current name and
address of his Beneficiary or Beneficiaries.
18.4 Notices and Communications.
(a) All applications, notices, designations, elections, and other
communications from Participants shall be in writing, on forms prescribed by
the Committee and shall be mailed or delivered to the office designated by the
Committee and shall be deemed to have been given when received by that office.
(b) Each notice, report, remittance, statement and other communication
directed to a Participant or Beneficiary shall be in writing and may be
delivered in person or by mail. An item shall be deemed to have been
delivered and received by the Participant when it is deposited in the United
States Mail with postage prepaid, addressed to the Participant or Beneficiary
at his last address of record with the Committee.
18.5 Reporting and Disclosure. The Plan Administrator shall be responsible
for the reporting and disclosure of information required to be reported or
disclosed by the Plan Administrator pursuant to ERISA or any other applicable
law.
<PAGE>
18.6 Interpretation.
(a) Article and Section headings are for convenient reference only and
shall not be deemed to be part of the substance of this instrument or in any
way to enlarge or limit the contents of any Article or Section. Unless the
context clearly indicates otherwise, masculine gender shall include the
feminine, and the singular shall include the plural and the plural the
singular.
(b) The provisions of this Plan shall in all cases be interpreted in a
manner that is consistent with this Plan satisfying the requirements of Code
Sections 401(a) and 401(k) and related statutes for qualification as a
qualified cash or deferred arrangement.
18.7 Withholding for Taxes. Any payments out of the Trust Fund may be
subject to withholding for taxes as may be required by any applicable federal
or state law.
18.8 Limitation on Company, Participating Employer, Committee and Trustee
Liability. Any benefits payable under this Plan shall be paid or provided for
solely from the Trust Fund and neither the Company, any Participating
Employer, the Committee nor the Trustee assume any responsibility for the
sufficiency of the assets of the Trust to provide the benefits payable
hereunder.
18.9 Successors and Assigns. This Plan and the Trust established hereunder
shall inure to the benefit of, and be binding upon, the parties hereto and
their successors and assigns.
18.10 Counterparts. This Plan document may be executed in any number of
identical counterparts, each of which shall be deemed a complete original in
itself and may be introduced in evidence or used for any other purpose without
the production of any other counterparts.
ARTICLE 19
TOP-HEAVY PLAN RULES
19.1 Applicability.
(a) Notwithstanding any provision in this Plan to the contrary, the
provisions of this Article 19 shall apply in the case of any Plan Year in
which the Plan is determined to be a Top-Heavy Plan under the rules of Section
19.3.
(b) Except as is expressly provided to the contrary, for purposes of this
Article 19, the term "Company" shall include all Affiliated Companies.
<PAGE>
19.2 Definitions.
(a) For purposes of this Article 19, the term "Key Employee" shall mean
any Employee or former Employee who, at any time during the Plan Year or any
of the four (4) preceding Plan Years, is or was --
(i) An officer of the Company having an annual compensation greater
than fifty percent (50%) of the amount in effect under Code Section
415(b)(1)(A) for this Plan Year. However, no more than fifty (50) Employees
(or, if lesser, the greater of three (3) or ten percent (10%) of the
Employees) shall be treated as officers;
(ii) One of the ten (10) Employees having annual compensation from the
Company of more than the limitation in effect under Code Section 415(c)(1)(A)
and owning (or considered as owning within the meaning of Code Section 318)
the largest interests in the Company. For this purpose, if two (2) Employees
have the same interest in the Company, the Employee having greater annual
compensation from the Company shall be treated as having a larger interest;
(iii) A Five Percent Owner of the Company; or
(iv) A One Percent Owner of the Company having an annual compensation
from the Employer of more than one hundred fifty thousand dollars ($150,000).
(b) For purposes of this Section 19.2, the term "Five Percent Owner"
means any person who owns (or is considered as owning within the meaning of
Code Section 318) more than five percent (5%) of the outstanding stock of the
Company or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Company. The rules of Subsections (b), (c),
and (m) of Code Section 414 shall not apply for purposes of applying these
ownership rules. Thus, this ownership test shall be applied separately with
respect to every Affiliated Company.
(c) For purposes of this Section 19.2, the term "One Percent Owner" means
any person who would be described in Paragraph (b) if "one percent (1%)" were
substituted for "five percent (5%)" each place where it appears therein.
(d) For purposes of this Section 19.2, the rules of Code Section
318(a)(2)(C) shall be applied by substituting "five percent (5%)" for "fifty
percent (50%)."
(e) For purposes of this Article 19, the term "Non-Key Employee" shall
mean any Employee who is not a Key Employee.
<PAGE>
(f) For purposes of this Article 19, the terms "Key Employee" and "Non-
Key Employee" include their Beneficiaries.
19.3 Top-Heavy Status.
(a) The term "Top-Heavy Plan" means, with respect to any Plan Year --
(i) Any defined benefit plan if, as of the Determination Date, the
present value of the cumulative accrued benefits under the Plan for Key
Employees exceeds sixty percent (60%) of the present value of the cumulative
accrued benefits under the plan for all Employees, and
(ii) Any defined contribution plan if, as of the Determination Date,
the aggregate of the account balances of Key Employees under the Plan exceeds
sixty percent (60%) of the present value of the aggregate of the account
balances of all Employees under the plan.
For purposes of this Paragraph (a), the term "Determination Date" means, with
respect to any Plan Year, the last day of the preceding Plan Year. In the
case of the first Plan Year of any plan, the term "Determination Date" shall
mean the last day of that Plan Year. The present value of account balances
under a defined contribution plan shall be determined as of the most recent
valuation date. The present value of accrued benefits under a defined benefit
plan shall be determined as of the same valuation date as used for computing
plan costs for minimum funding. The present value of the cumulative accrued
benefits of a Non-Key Employee shall be determined under either:
(i) the method, if any, that uniformly applies for accrual purposes
under all plans maintained by affiliated companies, within the meaning of Code
Sections 414(b), (c), (m) or (o); or
(ii) if there is no such method, as if such benefit accrued not more
rapidly than the lowest accrual rate permitted under the fractional accrual
rate of Section 411(b)(1)(C) of the Code.
(b) Each plan maintained by the Company required to be included in an
Aggregation Group shall be treated as a Top-Heavy Plan if the Aggregation
Group is a Top-Heavy Group. If the Aggregation Group is not a Top-Heavy Group
no plan in such group shall be a Top Heavy Plan.
(i) The term "Aggregation Group" means--
(A) Each Plan of the Company in which a Key Employee is a
Participant, and
<PAGE>
(B) Each other plan of the Company which enables any plan described
in Subdivision (A) to meet the requirements of Code Sections 401(a)(4) or 410.
Also, any plan not required to be included in an Aggregation Group under the
preceding rules may be treated as being part of such group if the group would
continue to meet the requirements of Code Sections 401(a)(4) and 410 with the
Plan being taken into account.
(ii) The term "Top-Heavy Group" means any Aggregation Group if the sum
(as of the Determination Date) of --
(A) The present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the group, and
(B) The aggregate of the account balances of Key Employees under all
defined contribution plans included in the group exceeds sixty percent (60%)
of a similar sum determined for all Employees.
(iii) For purposes of determining --
(A) The present value of the cumulative accrued benefit of any
Employee, or
(B) The amount of the account balance of any Employee,
such present value or amount shall be increased by the aggregate distributions
made with respect to the Employee under the plan during the five (5) year
period ending on the Determination Date. The preceding rule shall also apply
to distributions under a terminated plan which, if it had not been terminated,
would have been required to be included in an Aggregation Group. Also, any
rollover contribution or similar transfer initiated by the Employee and made
after December 31, 1983 to a plan shall not be taken into account with respect
to the transferee plan for purposes of determining whether such plan is a Top-
Heavy Plan (or whether any Aggregation Group which includes such plan is a
Top-Heavy Group).
(c) If any individual is a Non-Key Employee with respect to any plan for
any Plan year, but the individual was a Key Employee with respect to the Plan
for any prior Plan Year, any accrued benefit for the individual (and the
account balance of the individual) shall not be taken into account for
purposes of this Section 19.3.
<PAGE>
(d) If any individual has not received any Compensation from the Employer
(other than benefits under the Plan) at any time during the five (5) year
period ending on the Determination Date, any accrued benefit for such
individual (and the account balance of the individual) shall not be taken into
account for Purposes of this Section 19.3. If an individual who previously
was an Employee is reemployed after the above five year period, such
Employee's accrued benefit and account balance shall be included in
determining the top heavy ratio.
19.4 Minimum Contributions. For each Plan Year in which the Plan is Top-
Heavy, the minimum contributions for that year shall be determined in
accordance with the rules of this Section 19.4.
(a) Except as provided below, the minimum contribution (including amounts
deferred under a cash or deferred arrangement under Section 401(k) of the
Code) for each Non-Key Employee who has not separated from service as of the
last day of the Plan Year shall be not less than three percent (3%) of his
Compensation, regardless of whether the Non-Key Employee has less than 1,000
Hours of Service during such Plan Year or elected to make Compensation
Deferral Contributions to the Plan for such year.
(b) Subject to the following rules of this subparagraph (b), the
percentage set forth in subparagraph (a) above shall not be required to exceed
the percentage at which contributions (including amounts deferred under a cash
or deferred arrangement under Section 401(k) of the Code) are made (or are
required to be made) under the Plan for the year for the Key Employee for whom
the percentage is the highest for the year. This determination shall be made
by dividing the contributions for each Key Employee by his 415 Compensation
for the year. For purposes of this subparagraph (b), all defined contribution
plans required to be included in an Aggregation Group shall be treated as one
plan. However, the rules of this subparagraph (b) shall not apply to any plan
required to be included if an Aggregation Group if the plan enables a defined
benefit plan to meet the requirements of Code Sections 401(a)(4) or 410.
(c) The requirements of this Section 19.4 must be satisfied without
taking into account contributions under chapter 2 or 21 of the Code, title II
of the Social Security Act, or any other Federal or State law.
(d) In the event a Participant is covered by both a defined contribution
and a defined benefit plan maintained by the Company, both of which are
determined to be Top Heavy Plans, the defined benefit minimum, offset by the
benefits provided under the defined contribution plan, shall be provided under
the defined benefit plan.
(e) For purposes of this Section 19.4, an Employee's Compensation shall
be as defined in Section 2.9.
<PAGE>
19.5 Maximum Annual Addition.
(a) Except as set forth below, in the case of any Top-Heavy Plan the
rules of Code Section 415(e)(2) (B) and (3)(B) shall be applied by
substituting "1.0" for "1.25.
(b) The rule set forth in subparagraph (a) above shall not apply if the
requirements of both subdivisions (i) and (ii), below, are satisfied.
(i) The requirements of this subdivision (i) are satisfied if the
rules of Section 19.4(a) above would be satisfied after substituting "four
percent (4%)" for "three percent (3%)" where it appears therein with respect
to participants covered only under a defined contribution plan.
(ii) The requirements of this subdivision (ii) are satisfied if the
Plan would not be a Top-Heavy Plan if "ninety percent (90%)" were substituted
for "sixty percent (60%)" each place it appears in Section 19.3(a)(ii).
(c) The rules of subparagraph (a) shall not apply with respect to any
Employee as long as there are no --
(i) Employer Contributions, forfeitures, or voluntary nondeductible
contributions allocated to the Employee under a defined contribution plan
maintained by the Company, or
(ii) Accruals by the Employee under a defined benefit plan maintained
by the Company.
19.6 Vesting Rules. The Plan at all times satisfies the minimum vesting
requirements of Code Section 416.
19.7 Non-Eligible Employees. The rules of this Article IX shall not apply to
any Employee included in a unit of Employees covered by an agreement with the
Secretary of Labor finds to be a collective bargaining agreement between
Employee representatives and one or more employers if there is evidence that
retirement benefits were the subject of good faith bargaining between such
Employee representatives and the Employer or employers.
ARTICLE 20
ESOP
20.1 Retirement and Matching Contribution Accounts. It is intended that the
Retirement and Matching Contribution Accounts held in the Trust Fund under the
Plan shall
<PAGE>
constitute a separate Employee Stock Ownership Plan ("ESOP") within the
meaning of Code Section 4975(e)(7). Retirement and Matching Contribution
Accounts in the ESOP shall be invested primarily in Computer Sciences
Corporation Stock in accordance with the provisions of Section 7.1. Except as
otherwise provided in this Article 20, the provisions of the Plan shall apply
to and are made a part of the ESOP.
20.2 Exempt Loan. In the event the ESOP enters into an exempt loan, the
following provisions shall apply:
(a) The proceeds of such exempt loan shall be used (i) to acquire
qualifying Company securities, (ii) to repay such loan, and/or (iii) to repay
a prior exempt loan. No security acquired with the proceeds of an exempt loan
may be subject to a put, call or other option, or buy-sell or similar
arrangement while held by and when distributed from the ESOP.
(b) (i) A qualifying Company security acquired with the proceeds of an
exempt loan is subject to a put option if it is not publicly traded when
distributed or if it is subject to a trading limitation when distributed. The
put option is only exercisable by the Participant or his Beneficiary during a
15-month period which begins on the date the security subject to the put
option is distributed.
(ii) In the case of a security that is publicly traded when distributed
but ceases to be so traded within 15 months after distribution, the Company
must notify each security holder in writing within ten days after the security
ceases to be so traded that for the remainder of the 15-month period the
security is subject to a put option.
(iii) The security holder must notify the Company in writing when
exercising a put option. The value of the security at the time the put option
is exercised must be determined pursuant to Section 20.2(e)(v). The provisions
for payment under a put option must be reasonable pursuant to regulations
adopted by the Internal Revenue Service.
(c) The rights and protections as stated in Section 20.2 (a) and (b) are
nonterminable.
(d) All assets acquired by the ESOP with the proceeds of an exempt loan
will be added to and maintained in a suspense account. Stock acquired through
an exempt loan shall be released from the suspense account as the exempt loan
is repaid. For each Plan Year until the exempt loan is fully repaid, the
number of shares of Company stock released from the suspense account shall
equal the number of unreleased shares immediately before such release for the
current Plan Year multiplied by the "Release Fraction." As used herein, the
Release Fraction shall be a fraction the numerator of which is the amount of
principal and interest paid
<PAGE>
on the exempt loan for such current Plan Year and the denominator of which is
the sum of the numerator plus the principal and interest to be paid on such
exempt loan for all future years during the duration of the term of such loan
(determined without reference to any possible extensions or renewals thereof).
(e) (i) Allocations under the ESOP generally should satisfy the
requirements for allocating contributions under a profit sharing plan as
stated in Treasury Regulation 1.401-1(b)(1)(ii) and (iii). Securities
acquired under the ESOP must be accounted for as provided under Treasury
Regulation 1.402(a)-1(b)(2)(ii).
(i) As at the end of each Plan Year, the ESOP must consistently
allocate to the Participants' Retirement Accounts non-monetary units
representing Participants' interests in assets withdrawn from the suspense
account.
(ii) Interest with respect to securities acquired with the proceeds of
an exempt loan must be allocated as income of the ESOP, except to the extent
that the ESOP provides for the use of income from such securities to repay the
loan.
(iii) If a portion of a Participant's Retirement Account is forfeited,
qualifying Company securities allocated under Section 20.2(e) must be
forfeited only after other assets.
(iv) Valuations must be made in good faith and based on fair market
value. Such fair market value shall be determined from facts reasonably
available to the Trustees. In making said determination, the Trustees may,
but need not, select and rely upon the advice and opinions of appraisers,
brokers, investment counsel, or any other persons believed by the Trustees to
be competent. Any determination of value so made shall, for all purposes of
the ESOP, conclusively establish such value.
(f) Retirement Accounts are distributable only in Stock. If securities
acquired with the proceeds of an exempt loan available for distribution
consist of more than one class, a distributee must receive substantially the
same proportion of each such class. Income held by the ESOP for a 2-year
period or longer must be distributed under the rule described in the first
sentence of this Section 20.2(f).
20.3 Eligible Participant.
(a) Notwithstanding any provision of the Plan to the contrary, an
"Eligible Participant" as defined below may designate any one or more of the
Investment Funds for the investment of any portion of his Retirement and
Matching
<PAGE>
Contribution Account attributable to Stock acquired by the ESOP on or after
January 1, 1987 in accordance with the rules described in Section 7.2. The
Committee shall make at least three (3) Investment Funds available for the
investment of such portion of an "Eligible Participant's" Retirement and
Matching Contribution Account. For purposes of this Section 20.3(a) "Eligible
Participant" shall mean a Participant who has completed at least five years of
participation under the Plan and attained at least age fifty-five (55).
(b) Notwithstanding any provision of the Plan to the contrary, any
portion of a Participant's Retirement and Matching Contribution Account
attributable to Stock acquired by the ESOP on or after January 1, 1987 shall,
at the election of the Participant and his Spouse (if required under Section
9.4(b)(i)), be distributed not later than one (1) year after the close of the
Plan Year (i) in which occurs the Participant's Severance by reason of
attainment of Normal Retirement Date, Disability, or death, or (ii) which is
the fifth Plan Year following the Plan Year in which occurs the Participant's
Severance for any reason other than those listed under (i) above, provided
that the Participant is not reemployed prior to the close of such fifth Plan
Year.
ARTICLE 21
ANNUITY REQUIREMENTS
21.1 Coverage. The provisions of this Article 21 shall apply to any
Participant whose Accounts include a Transfer Account that has received
amounts directly from another qualified plan that provides for an annuity form
of distribution.
21.2 Qualified Joint and Survivor Annuity. Unless an optional form of benefit
is selected pursuant to a qualified election within the 90-day period ending
on the annuity starting date, a married Participant's Transfer Account will be
paid in the form of a Qualified Joint and Survivor Annuity and an unmarried
Participant's Transfer Account will be paid in the form of a life annuity.
The Participant may elect to have such annuity distributed upon attainment of
the earliest retirement age under the Plan.
21.3 Qualified Preretirement Survivor Annuity. Unless an optional form of
benefit has been selected within the election period pursuant to a qualified
election, if a Participant dies before the annuity starting date then the
Participant's Transfer Account shall be applied toward the purchase of an
annuity for the life of the Surviving Spouse. The Surviving Spouse may elect
to have such annuity distributed within a reasonable period after the
Participant's death. In addition, the Surviving Spouse may elect to waive the
right to a survivor annuity and in lieu thereof receive a lump sum
distribution of the entire balance of the Participant's Transfer Account.
21.4 Optional Form of Benefit. During the election period, a Participant may,
pursuant to a qualified election, select as an optional form of benefit in
lieu of an
<PAGE>
annuity form of distribution either one of the following forms of
distribution: (a) a series of substantially equal annual or more frequent
installments over a period certain not extending beyond the earlier of (i) the
end of the period measured by the joint life and last survivor expectancy of
the Participant and his Spouse, or (ii) twenty years; or (b) a lump sum
distribution in accordance with Section 9.6.
21.5 Definitions.
(a) Election Period: The period which begins on the first day of the
Plan Year in which the Participant attains age 35 and ends on the date of the
Participant's death. If a Participant separates from Service prior to the
first day of the Plan Year in which age 35 is attained, the election period
shall begin on the Participant's Severance Date. A Participant who will not
yet attain age 35 as of the end of any current Plan Year may make a special
qualified election to waive the qualified preretirement survivor annuity for
the period beginning on the day of such election and ending on the first day
of the Plan Year in which the Participant will attain age 35. Such election
shall not be valid unless the Participant receives a written explanation of
the qualified preretirement survivor annuity in such terms as are comparable
to the preretirement survivor annuity explanation required under Section 21.6.
Qualified preretirement survivor annuity coverage will be automatically
reinstated as of the first day of the Plan Year in which the Participant
attains age 35. Any new waiver on or after such date shall be subject to the
full requirements of this Article 21.
(b) Earliest Retirement Age. The earliest date on which, under the Plan,
the Participant could elect to receive retirement benefits.
(c) Qualified Election. A waiver of a qualified joint and survivor
annuity or a qualified preretirement survivor annuity shall not be effective
unless (i) the Participant's Spouse consents in writing to the election; (ii)
the election designates a specific beneficiary, including any class of
beneficiaries or any contingent beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent); (iii) the Spouse's consent
acknowledges the effect of the election; and (iv) the Spouse's consent is
witnessed by a Plan representative or notary public. Additionally, a
Participant's waiver of the qualified joint and survivor annuity shall not be
effective unless the election designates a form of benefit payment which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent). If it
is established to the satisfaction of a Plan representative that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a
qualified election.
Any consent obtained under this provision (or establishment that the consent
of a Spouse may not be obtained) shall be effective only with respect to such
Spouse. A consent that permits designations by the Participant without any
<PAGE>
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific beneficiary, and a specific form
of benefit where applicable, and that the Spouse voluntarily elects to
relinquish either or both of such rights. A revocation of a prior waiver may
be made by a Participant without the consent of the Spouse at any time before
the commencement of benefits. The number of revocations shall not be limited.
No consent obtained under this provision shall be valid unless the Participant
has received notice as provided in Section 21.6 below.
(d) Qualified Joint and Survivor Annuity. An immediate annuity for the
life of the Participant with a survivor annuity for the life of the Spouse
which is not less than 50% and not more than 100% of the amount of the annuity
which is payable during the joint lives of the Participant and the Spouse and
which is the amount of benefit which can be purchased with the Participant's
Transfer Account. The percentage of the survivor Annuity shall be either 50%
or 100%, as selected by the Participant.
(e) Annuity Starting Date. The first day of the first period for which
an amount is paid as an annuity or any other form.
21.6 Notice Requirements.
(a) In the case of a qualified joint and survivor annuity, the Plan
Committee shall no less than 30 days and no more than 90 days prior to the
annuity starting date provide each Participant a written explanation of: (i)
the terms and conditions of a Qualified Joint and Survivor Annuity; (ii) the
Participant's right to make and the effect of an election to waive the
Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a
Participant's Spouse; and (iv) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Joint and Survivor
Annuity.
(b) In the case of a qualified preretirement survivor annuity as
described in Section 21.3, the Plan Committee shall provide each Participant
within the applicable period for such Participant a written explanation of the
Qualified Preretirement Survivor Annuity in such terms and in such manner as
would be comparable to the explanation provided for meeting the requirements
of Section 21.6(a) applicable to a Qualified Joint and Survivor Annuity. The
applicable period for a Participant is whichever of the following periods ends
last: (i) the period beginning with the first day of the Plan Year in which
the Participant attains age 32 and ending with the close of the Plan Year
preceding the Plan Year in which the Participant attains age 35; (ii) a
reasonable period ending after the individual becomes a Participant; (iii) a
reasonable period ending after Section 21.6(c) ceases to apply to the
Participant; (iv) a reasonable period ending after this Article 21 first
applies to the Participant. Notwithstanding the foregoing, notice must be
provided
<PAGE>
within a reasonable period ending after separation from Service in the case of
a Participant who separates from Service before attaining age 35.
For purposes of the preceding paragraph, a reasonable period ending after the
enumerated events described in (ii), (iii) and (iv) is the end of the two year
period beginning one year prior to the date the applicable event occurs, and
ending one year after that date. In the case of a Participant who separates
from Service before the Plan Year in which age 35 is attained, notice shall be
provided within the two year period beginning one year prior to the
Participant's Severance Date and ending one year after such Severance Date.
If such a Participant thereafter returns to employment with the Company, the
applicable period for such Participant shall be redetermined.
IN WITNESS WHEREOF, Computer Sciences Corporation has caused this Amendment
and Restatement to be executed this 29th day of December, 1994, effective as
of January 1, 1989.
COMPUTER SCIENCES CORPORATION
By:/s/ VAN B. HONEYCUTT
------------------------
Van B. Honeycutt, President and
Chief Operating Officer
By:/s/ HAYWARD D. FISK
------------------------
Hayward D. Fisk, Secretary
<PAGE>
SCHEDULE A
Affiliated Companies designated
as a Participating Employer
CSC Geographic Technologies, Inc.
CSC Partners, Inc.
CSC PanAm SCC
CSC Healthcare Systems, Inc.
CSC Logic, Inc.
CSC Index, Inc.
PRISMS
DiBianca-Berkman Group, Inc.
CSC Computer Sciences, Ltd.
CSC Enterprises
CSC Credit Services, Inc.
CSC Intelicom, Inc.
CSC Compusource, Inc.
CSC Outsourcing, Inc.
CSC Computer Sciences VOF/SNC
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to the Computer Sciences Corporation Matched Asset Plan of Computer
Sciences Corporation on Form S-8 of our reports dated May 26, 1995 and June 2,
1995, appearing in the Annual Report on Form 10-K of Computer Sciences
Corporation for the fiscal year ended March 31, 1995, and in the Annual Report
on Form 11-K of the Computer Sciences Corporation Matched Asset Plan for the
year ended December 31, 1994, respectively, and to the reference to us under
the heading "Experts" in the prospectus, which is part of this Registration
Statement.
/s/DELOITTE & TOUCHE LLP
Los Angeles, California
February 6, 1996
