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Stock Incentive Plans
12 Months Ended
Mar. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock Incentive Plans Stock Incentive Plans
Equity Plans

As a result of the Separation of USPS, shared-based awards issued by the Company were modified. The number of stock options and exercise price were adjusted to generally preserve the intrinsic value immediately prior to the Separation. There was no incremental share-based compensation expense recognized as a result of the modification of the awards.

The Compensation Committee of the Board of Directors 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 terminated earlier 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.

Restricted stock units ("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 three years. The number of PSUs that ultimately vest is dependent upon the Company’s achievement of certain specified financial performance criteria over a 3-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.

In fiscal 2021, DXC issued awards that are considered to have a market condition. A Monte Carlo simulation model was used for the valuation of the grants. Settlement of shares for the fiscal 2021 PSU awards will be made at the end of the third fiscal year subject to certain compounded annual growth rates of the stock price and continued employment through the last day of the third fiscal year.

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 U.K. to purchase shares of DXC’s common stock at the fair market value of such shares on the applicable purchase date. There were 51,302 shares purchased under this plan during fiscal 2021.

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 March 31, 2021
Reserved for issuanceAvailable for future grants
DXC Employee Equity Plan51,200,000 32,858,137 
DXC Director Equity Plan745,000 435,951 
DXC Share Purchase Plan250,000 155,308 
Total52,195,000 33,449,396 
The Company recognized share-based compensation expense for fiscal 2021, 2020 and 2019 as follows:
Fiscal Years Ended
(in millions)March 31, 2021March 31, 2020March 31, 2019
Total share-based compensation cost$56 $68 $74 
Related income tax benefit$$12 $15 
Total intrinsic value of options exercised$$$44 
Tax benefits from exercised stock options and awards$$14 $39 

As of March 31, 2021, total unrecognized compensation expense related to unvested DXC RSUs, net of expected forfeitures was $135 million, respectively. The unrecognized compensation expense for unvested RSUs is expected to be recognized over a weighted-average period of 1.96 years.

Stock Options

The Company’s stock options vest one-third annually on each of the first three anniversaries of the grant date. Stock options are generally granted for a term of ten years. Information concerning stock options granted under stock incentive plans was as follows:
Number
of Option Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(in millions)
Outstanding as of March 31, 2018 (1)
2,933,501 $32.54 5.24$185 
Granted— $— 
Issued due to Separation modification400,170 $31.72 
Exercised(969,103)$37.33 $44 
Canceled/Forfeited(14,607)$48.33 
Expired(31,193)$25.03 
Outstanding as of March 31, 20192,318,768 $30.40 4.80$79 
Granted— $— 
Exercised(331,172)$31.36 $
Canceled/Forfeited(2,213)$55.95 
Expired(115,568)$34.97 
Outstanding as of March 31, 20201,869,815 $29.92 4.27$— 
Granted— $— 
Exercised(89,335)$16.01 $
Canceled/Forfeited— $— 
Expired(104,900)$33.53 
Outstanding as of March 31, 20211,675,580 $30.43 3.61$
Vested and expected to vest in the future as of March 31, 20211,675,580 $30.43 3.61$
Exercisable as of March 31, 20211,675,580 $30.43 3.61$
        

(1) The amount of the weighted average exercise price per share has been revised to reflect the impact of the Separation.
As of March 31, 2021
Options OutstandingOptions Exercisable
Range of Option Exercise Price
Number
Outstanding
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Number
Exercisable
Weighted
Average
Exercise
Price
$8.96 - $24.47
413,808 $19.72 2.56413,808 $19.71 
$25.14 - $41.92
798,509 $27.71 3.68798,509 $27.71 
$42.05 - $58.80
463,263 $44.70 4.42463,263 $44.70 
1,675,580 1,675,580 

The cash received from stock options exercised during fiscal 2021, 2020 and 2019 was $1 million, $9 million and $34 million, respectively.

Restricted Stock

Information concerning RSUs and PSUs granted under the stock incentive plans was as follows:
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Outstanding as of March 31, 2018 (1)
3,985,616 $47.25 
Granted1,136,002 $77.10 
Issued due to Separation modification649,649 $51.98 
Released/Issued(2,207,467)$33.05 
Canceled/Forfeited(754,025)$62.01 
Outstanding as of March 31, 20192,809,775 $67.27 
Granted3,166,405 $45.58 
Released/Issued(1,039,346)$54.39 
Canceled/Forfeited(762,358)$59.46 
Outstanding as of March 31, 20204,174,476 $55.45 
Granted8,026,810 $20.92 
Released/Issued(1,249,681)$52.82 
Canceled/Forfeited(2,625,385)$35.16 
Outstanding as of March 31, 20218,326,220 $28.98 
        

(1) The amount of the weighted average fair value per share has been revised to reflect the impact of the USPS Separation.
Non-employee Director Incentives

Information concerning RSUs granted to non-employee directors was as follows:
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Outstanding as of March 31, 2018 (1)
66,386 $37.26 
Granted19,200 $87.88 
Issued due to Separation modification10,488 $37.69 
Released/Issued(20,324)$51.59 
Canceled/Forfeited— $— 
Outstanding as of March 31, 201975,750 $46.31 
Granted62,200 $35.90 
Released/Issued(23,335)$60.90 
Canceled/Forfeited— $— 
Outstanding as of March 31, 2020114,615 $37.69 
Granted118,500 $18.82 
Released/Issued(48,455)$26.90 
Canceled/Forfeited— $— 
Outstanding as of March 31, 2021184,660 $28.42 
        

(1) The amount of the weighted average fair value per share has been revised to reflect the impact of the USPS Separation.