XML 45 R27.htm IDEA: XBRL DOCUMENT v3.19.2
Stock Incentive Plans
 3 Months Ended
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]  
Stock Incentive Plans Stock Incentive Plans

Equity Plans

The Compensation Committee of the Board of Directors (the "Board") has broad authority to grant awards and otherwise administer the DXC Employee Equity Plan. The plan became effective March 30, 2017 and will continue in effect for a period of 10 years thereafter, unless earlier terminated by the Board. The Board has the authority to amend the plan in such respects as it deems desirable, subject to approval of DXC’s stockholders for material modifications.

RSUs represent the right to receive one share of DXC common stock upon a future settlement date, subject to vesting and other terms and conditions of the award, plus any dividend equivalents accrued during the award period. In general, if the employee’s status as a full-time employee is terminated prior to the vesting of the RSU grant in full, then the RSU grant is automatically canceled on the termination date and any unvested shares and dividend equivalents are forfeited. Certain executives were awarded service-based "career share" RSUs for which the shares are settled over the 10 anniversaries following the executive's separation from service as a full-time employee, provided the executive complies with certain non-competition covenants during that period.

The Company also grants PSUs, which generally vest over a period of 3 years. The number of PSUs that ultimately vest is dependent upon the Company’s achievement of certain specified financial performance criteria over a three-year period. If the specified performance criteria are met, awards are settled for shares of DXC common stock and dividend equivalents upon the filing with the SEC of the Annual Report on Form 10-K for the last fiscal year of the performance period. PSU awards include the potential for up to 25% of the shares granted to be earned after the first and second fiscal years if certain of the Company's performance targets are met early, subject to vesting based on the participant's continued employment through the end of the three-year performance period.

The terms of the DXC Director Equity Plan allow DXC to grant RSU awards to non-employee directors of DXC. Such RSU awards vest in full at the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting date, and are automatically redeemed for DXC common stock and dividend equivalents either at that time or, if an RSU deferral election form is submitted, upon the date or event elected by the director. Distributions made upon a director’s separation from the Board may occur in either a lump sum or in annual installments over periods of 5, 10, or 15 years, per the director’s election. In addition, RSUs vest in full upon a change in control of DXC.

The DXC Share Purchase Plan allows DXC’s employees located in the United Kingdom to purchase shares of DXC’s common stock at the fair market value of such shares on the applicable purchase date. There were 4,900 shares purchased under this plan during the three months ended June 30, 2019.

The Board has reserved for issuance shares of DXC common stock, par value $0.01 per share, under each of the plans as detailed below:
 
As of June 30, 2019
 
Reserved for issuance
 
Available for future grants
DXC Employee Equity Plan
34,200,000

 
19,847,710

DXC Director Equity Plan
230,000

 
98,451

DXC Share Purchase Plan
250,000

 
230,489

Total
34,680,000

 
20,176,650



Stock Options
 
 
Number
of Option Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
(in millions)
Outstanding as of March 31, 2019
 
2,318,768

 
$
30.40

 
4.80
 
$
79

Granted
 
—

 
$
—

 
 
 
 
Exercised
 
(210,885
)
 
$
31.82

 
 
 
$
6

Canceled/Forfeited
 
(618
)
 
$
48.60

 
 
 
 
Expired
 
(1,051
)
 
$
31.99

 
 
 
 
Outstanding as of June 30, 2019
 
2,106,214

 
$
30.25

 
4.82
 
$
52

Vested and expected to vest in the future as of June 30, 2019
 
2,105,979

 
$
30.25

 
4.82
 
$
52

Exercisable as of June 30, 2019
 
2,102,270

 
$
30.20

 
4.81
 
$
52




Restricted Stock

 
Employee Equity Plan
 
Director Equity Plan
 
Number of
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Number of
Shares
 
Weighted
Average
Grant Date
Fair Value
Outstanding as of March 31, 2019
2,809,775

 
$
67.27

 
75,750

 
$
46.31

Granted
2,103,678

 
$
50.35

 
3,200

 
$
77.62

Settled
(644,601
)
 
$
48.92

 
—

 
$
—

Canceled/Forfeited
(114,098
)
 
$
65.14

 
—

 
$
—

Outstanding as of June 30, 2019
4,154,754

 
$
61.61

 
78,950

 
$
47.58



     


Share-Based Compensation

 
 
Three Months Ended
(in millions)
 
June 30, 2019
 
June 30, 2018
Total share-based compensation cost
 
$
18

 
$
22

Related income tax benefit
 
$
4

 
$
3

Total intrinsic value of options exercised
 
$
6

 
$
10

Tax benefits from exercised stock options and awards
 
$
9

 
$
5



As of June 30, 2019, total unrecognized compensation expense related to unvested DXC stock options and unvested DXC RSUs, net of expected forfeitures was less than $1 million and $184 million, respectively. The unrecognized compensation expense for unvested RSUs is expected to be recognized over a weighted-average period of 2.24 years.