DEF 14A 1 csc_def14a.htm DEFINITIVE PROXY STATEMENT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ] 
 
Check the appropriate box:
 
[   ]        Preliminary Proxy Statement
[   ]   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]   Definitive Proxy Statement
[   ]   Definitive Additional Materials
[   ]   Soliciting Material Pursuant to §240.14a-12

  COMPUTER SCIENCES CORPORATION  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 

Payment of Filing Fee (Check the appropriate box):
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[   ]
 
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3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
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[   ]
 
Fee paid previously with preliminary materials.
 
[   ]
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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Notice of 2016
Annual Meeting of Stockholders
and Proxy Statement

Wednesday, August 10, 2016
10:30 a.m., Eastern Time

Via live webcast at
www.virtualshareholdermeeting.com/CSC




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Computer Sciences Corporation

Dear Fellow CSC Stockholder:

You are cordially invited to join CSC’s Board of Directors and senior leadership at our 2016 Annual Meeting of Stockholders to be held on August 10, 2016. We are pleased that this year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the annual meeting by visiting www.virtualshareholdermeeting.com/CSC.

We are excited to utilize the latest technology as a means to improve our communication with stockholders. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting.

During the year, I was honored to be appointed Chairman of the Board, succeeding Rodney Chase, who served CSC and our stockholders with great commitment and distinction for more than a decade. The independent directors of the Board elected Bruce Churchill, a seasoned leader and independent director, to serve in the newly established Lead Independent Director role. This role reflects CSC’s commitment to transparency and will help facilitate our Board’s independent, objective, effective and efficient oversight of our Company. The duties of the Lead Independent Director are codified in our Corporate Governance Guidelines. The Board also welcomed as directors Dr. Mukesh Aghi, Herman E. Bulls, Peter Rutland and Robert F. Woods, and has nominated Lizabeth H. Zlatkus for our stockholders’ consideration at the annual meeting.

As stewards of your Company, the Board is focused on achieving long-term performance and creating value for our stockholders through prudent execution of business strategies, risk management, strong corporate governance, and top-quality talent and succession planning.

In Fiscal 2016, CSC separated into two market-leading, publicly traded pure-play companies: CSC and CSRA. CSC continues to serve commercial and government clients globally. CSRA, which was born through the combination of CSC’s former North American Public Sector (NPS) business with SRA International, serves public sector clients in the United States.

The separation reflects our commitment to create value for our stockholders and to capitalize on the historic changes in the marketplace. Both CSC and CSRA have strong foundations, are well-positioned to grow and lead in their segments, and create compelling value propositions for investors, clients, partners and employees.

The separation of CSC and the subsequent merger of NPS with SRA was a notable accomplishment in Fiscal 2016: It was achieved in six months’ time, rather than the typical year; it was accomplished with a minimum of disruption to the existing business; and it was so successful that it was recognized as the “best single deal of the year” by Washington Technology magazine.

Much was accomplished beyond the separation. CSC strengthened its global commercial positioning with the strategic acquisitions of Fixnetix, Fruition Partners, UXC Limited and Xchanging. CSC also completed its post-separation move to new corporate and Americas region headquarters in Tysons, Virginia.

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We are carrying this momentum forward in the new fiscal year with the proposed merger of CSC with the Enterprise Services business of Hewlett Packard Enterprise. The prospect of this combination is an exciting development for our industry and for our people, clients, partners and shareholders. This transaction is forecast to close at the end of March 2017.

Even with these significant changes, CSC showed continued progress on its transformational journey to become a global leader in next generation information technology services and solutions. Once again, CSC returned significant capital to stockholders, including concurrent special cash dividends paid by CSC and CSRA, which in the aggregate totaled $10.50 per share.

The Company’s compensation program provides an appropriate mix of elements to incentivize our executives to continue the next phase of the Company’s transformation and to foster a performance-based culture. Our 2016 compensation program was designed to reward achievement of annual, long-term and strategic goals, such as growing revenues, operating income and cash flow, and improving client satisfaction. More information about our compensation program is contained in the Compensation Discussion and Analysis section of this Proxy Statement.

On behalf of the full Board, I would like to thank CSC employees for their hard work, resilience and dedication to the Company’s transformation - especially in light of a company separation and multiple acquisitions.

And to CSC stockholders, thank you for your continued trust and confidence in the Company’s strategic growth initiatives and transformation agenda. We value your support and are committed to communicating transparently with our stockholders. In Fiscal 2017, I will continue my long-standing practice of meeting with investors representing a substantial portion of our investor base to understand their perspectives.

We encourage you to share your opinions, interests and concerns, and invite you to write to us with your reactions and suggestions to the Corporate Secretary, CSC, 1775 Tysons Blvd., Tysons, VA 22102.

Sincerely,

J. Michael Lawrie
Chairman of the Board of Directors,
President & CEO


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Computer Sciences Corporation

1775 Tysons Boulevard, Tysons, Virginia 22102

Notice of 2016 Annual Meeting of Stockholders


Wednesday, August 10, 2016
10:30 a.m., Eastern Time
Online at www.virtualshareholdermeeting.com/CSC

The 2016 Annual Meeting of Stockholders will be held on Wednesday, August 10, 2016, at 10:30 a.m. Eastern Time, and will be a virtual meeting conducted via live webcast. You will be able to attend the meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CSC. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The purpose of the meeting is to vote on:

1.      the election of the ten director nominees named in the attached proxy statement as directors of CSC;
 
2. the approval, by advisory vote, of the Company’s executive compensation;
 
3. the ratification of the appointment of independent auditors for fiscal year 2017;
 
4. the approval of an amendment to the 2011 Omnibus Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 7,250,000 shares;
 
5. the approval of an amendment to the 2010 Non-Employee Director Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 500,000 shares; and
 
6. such other business as may properly come before the meeting.

Only stockholders of record at the close of business on June 13, 2016 will be entitled to vote electronically at the meeting and any postponements or adjournments thereof.

Your vote is important. Whether or not you plan to attend the meeting online, we encourage you to read this proxy statement and vote as soon as possible. Information on how to vote is contained in this proxy statement. In addition, voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

By Order of the Board of Directors,

William L. Deckelman, Jr.
Executive Vice President, General Counsel & Secretary

Tysons, Virginia
June 24, 2016


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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders       Meeting Agenda
 
Meeting Date:       August 10, 2016  
Election of ten directors
 
Advisory vote to approve executive compensation
 
Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2017
 
Approval of amendment to the 2011 Omnibus Incentive Plan
 
Approval of amendment to the 2010 Non-Employee Director Incentive Plan
 
Such other business that may properly come before the meeting
   

Meeting Time:

10:30 a.m. Eastern Time

 

Meeting Place:

Online at www.
virtualshareholdermeeting.com/CSC

 

Virtual Meeting
Admission:

Stockholders as of the record date will be able to participate in the meeting by visiting www.virtualshareholdermeeting.com/CSC. To participate in the meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The annual meeting will begin promptly at 10:30 a.m. Eastern Time. Online check-in will begin at 10:15 a.m. Eastern Time, and you should allow ample time for the online check-in procedures.

 

Record Date:

June 13, 2016

 

Voting:

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.



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Voting matters and vote recommendation

Matter       Vote Recommendation
  Management Proposals
1.   Election of directors FOR each nominee
2. Advisory vote to approve executive compensation FOR
3. Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2017 FOR
4. Approval of the amendment to the 2011 Omnibus Incentive Plan   FOR
5. Approval of amendment to the 2010 Non-Employee Director Incentive Plan FOR

Election of Directors

Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast.

Director Other Public Committee Memberships
Name       Age       Since       Independent       Boards       AC            CC            NCG
Mukesh Aghi 60 2015 0 M M
Herman E. Bulls 60 2015 2 M
Bruce B. Churchill 58 2014 0 C
Mark Foster 56 2015 2 C
Sachin Lawande 49 2015 1 M
J. Michael Lawrie 63 2012 1 EO EO EO
Brian P. MacDonald 50 2013 1 C
Peter Rutland 37 2015 0 M
Robert F. Woods 61 2015 0 M
Lizabeth H. Zlatkus 57 Nominee 2

AC Audit Committee C Chair
CC Compensation Committee M Member
NCG      Nominating/Corporate Governance Committee EO      Ex-Officio Member

Attendance

Each director nominee who is a current director attended at least 75% of the aggregate of all meetings of the Board held during the fiscal year ended April 1, 2016 (“Fiscal Year 2016” or “Fiscal 2016”).


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STOCKHOLDER RETURN AND FISCAL 2016 COMPENSATION

CSC’s Total Shareholder Return (“TSR”) was 23.78% in Fiscal 2016. Our three-year TSR is 68.72%. Compensation to our executive officers reflects this performance, as well as other achievements in the Company’s ongoing transformation.

The table below shows our cumulative TSR from the start of Fiscal 2014 to the last day of each of the fiscal years shown below:

Our cumulative TSR has been calculated based on a $100 investment in our common stock made at the closing price on March 28, 2013 (the last day of Fiscal 2013) as of the end of each fiscal year in the three-year period shown above, and includes the reinvestment of dividends paid in each year, including the special $10.50 dividend paid in connection with the Separation. For purposes of the calculation, the CSRA shares received in connection with the Separation were deemed to have been sold at their value at the time of Separation and the proceeds reinvested in our common stock.


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Say-on-Pay Vote

We are asking stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. In evaluating this Say-on-Pay proposal, we recommend you review our Compensation Discussion and Analysis, which discusses the compensation policies and practices underlying our executive compensation program and how pay is aligned with our performance, along with the tables that follow.

The Company’s executive compensation programs for Fiscal 2016 were designed to support the continuation of the Company’s transformation. The success of these actions can be seen in the Company’s 68.72% three-year TSR (Fiscal 2014-Fiscal 2016). Our three-year TSR of 68.72% led both the S&P 500 (39.8%) and the S&P North American Technology Index (58.7%) for the same period. We believe our compensation design contributes directly to the Company’s success by motivating and rewarding an exceptional management team and continuing to successfully accomplish the following:

Encourage a performance-based culture driven by our CLEAR (Client-focused, Leadership, Execution excellence, Aspiration and Results) values;

Base short- and long-term incentive compensation on company-wide achievement and individual performance goals; and

Align the interests of the executives with those of our stockholders.


Ratification of Independent Auditors

At the 2016 Annual Meeting of Stockholders, stockholders will be asked to consider and to vote upon the ratification of the appointment of Deloitte & Touche LLP as CSC’s independent auditors for Fiscal 2017. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders.

Amendment to 2011 Omnibus Incentive Plan

At the 2016 Annual Meeting of Stockholders, stockholders will be asked to consider and to approve the amendment to the 2011 Omnibus Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 7,250,000 shares. This amendment was approved by the Board and requires stockholder ratification to take effect. The Board believes that this amendment is in the best interests of the Company and its stockholders, as it will allow the Company to grant shares of common stock to employees in the form of options and RSUs for the next fiscal year.

Amendment to 2010 Non-Employee Director Incentive Plan

At the 2016 Annual Meeting of Stockholders, stockholders will be asked to consider and to approve the amendment to the 2010 Non-Employee Director Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 500,000 shares. This amendment was approved by the Board and requires stockholder ratification to take effect. The Board believes that this amendment is in the best interests of the Company and its stockholders.


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TABLE OF CONTENTS

PROXY STATEMENT 1
 
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 2
 
HOW DO I VOTE? 8
 
CORPORATE GOVERNANCE 9
      Corporate Governance Guidelines 9
Board Leadership Structure 10
Director Independence 10
Oversight of Risk Management 11
Compensation and Risk 12
Equity Ownership Guidelines 12
Talent Management and Succession Planning 12
Director Education 12
Oversight of Related Party Transactions 13
Code of Ethics and Standards of Conduct 14
Board Diversity 14
Mandatory Retirement of Directors 14
Resignation of Employee Directors 14
Communicating with the Board or the Chairman 14
 
BOARD STRUCTURE AND COMMITTEE COMPOSITION 15
 
DIRECTOR COMPENSATION 18
 
PROPOSAL 1 - ELECTION OF DIRECTORS 21
Director Nomination Process 21
2016 Director Nominees 22
Summary of Director Qualifications and Experience 29
 
CERTAIN LITIGATION 30
 
STOCK OWNERSHIP 31
 
AUDIT COMMITTEE REPORT 33
 
EXECUTIVE COMPENSATION 34
Compensation Committee Report 34
Compensation Discussion and Analysis 34
Executive Summary 34
Fiscal 2016 Direct Compensation 38
Other Executive Compensation 50
Compensation Framework 51

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      Additional Compensation Policies 54
Summary Compensation Table 56
Summary of CEO Compensation Realized in Fiscal 2016 59
Grants of Plan-Based Awards 64
Outstanding Equity Awards at Fiscal Year-End 66
Option Exercises and Stock Vested 69
Pension Benefits 70
Fiscal Year 2016 Nonqualified Deferred Compensation 70
Potential Payments Upon Change in Control and Termination of Employment 71
 
PROPOSAL 2 - ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION 79
 
PROPOSAL 3 - RATIFICATION OF INDEPENDENT AUDITORS 80
Fees 80
Pre-Approval Policy 81
Vote Required 81
 
PROPOSAL 4 - APPROVAL OF AMENDMENT TO 2011 OMNIBUS INCENTIVE PLAN 82
 
PROPOSAL 5 - APPROVAL OF AMENDMENT TO 2010 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN 90
 
ADDITIONAL INFORMATION 94
Section 16(a) Beneficial Ownership Reporting Compliance 94
Business for 2017 Annual Meeting 94
 
APPENDIX A - INDEPENDENCE STANDARDS A-1
 
APPENDIX B - 2011 OMNIBUS INCENTIVE PLAN B-1
 
APPENDIX C - 2010 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN C-1

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Computer Sciences Corporation

1775 Tysons Boulevard
Tysons, Virginia 22102

June 24, 2016

PROXY STATEMENT

We are providing these proxy materials in connection with the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Computer Sciences Corporation (“CSC” or the “Company” and sometimes referred to with the pronouns “we”, “us” and “our”). The Notice of Internet Availability of Proxy Materials (the “Notice”), this proxy statement, any accompanying proxy card or voting instruction card and our 2016 Annual Report to Stockholders (our “2016 Annual Report”), which includes our 2016 Annual Report on Form 10-K, were first made available to stockholders on or about June 24, 2016. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

We are delivering proxy materials for the Annual Meeting under the United States Securities and Exchange Commission’s “Notice and Access” rules. These rules permit us to furnish proxy materials, including this proxy statement and our 2016 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders received the Notice, which provides instructions on how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. More information about Notice and Access is set forth in “Questions and Answers about the Annual Meeting and Voting.”

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

          
1. Who is soliciting my vote?

The Board of Directors of CSC (sometimes referred to herein as the “Board”) is soliciting your vote at the Annual Meeting.

          
2.

 When will the meeting take place?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast on Wednesday, August 10, 2016. You are entitled to participate in the Annual Meeting only if you were a stockholder as of the Record Date (as defined below) or if you hold a valid proxy for the Annual Meeting.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CSC. You will also be able to vote your shares electronically at the Annual Meeting (other than shares held through the MAP, as defined below, which must be voted prior to the Annual Meeting).

To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The meeting webcast will begin promptly at 10:30 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:15 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

          
3. Why a virtual meeting?

We are pleased to offer our stockholders a completely virtual Annual Meeting, which provides worldwide access, improved communication and cost savings for our stockholders and the Company.

You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CSC. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through the MAP, as defined below, which must be voted prior to the meeting).

          
4. What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call:

1-855-449-0991 (U.S. Domestic Toll Free)
1-720-378-5962 (International)

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5.

What is the purpose of the Annual Meeting?

You will be voting on:

the election of each of the ten director nominees as directors of CSC;
 

the approval, by advisory vote, of the Company’s executive compensation;
 

the ratification of the selection of Deloitte & Touche LLP as our auditors for the fiscal year ending March 31, 2017 (“Fiscal 2017”);
 

the approval of an amendment to the 2011 Omnibus Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 7,250,000 shares;
 

the approval of an amendment to the 2010 Non-Employee Director Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 500,000 shares; and
 

any other business that may properly come before the meeting.


          
6. What are the Board of Directors’ recommendations?

The Board recommends a vote:

1.

for the election of each of the ten nominees for director;
 

2.

for the approval, on an advisory basis, of the Company’s executive compensation;
 

3.

for the ratification of the selection of Deloitte & Touche LLP as our auditors for Fiscal 2017;
 

4.

for the approval of an amendment to the 2011 Omnibus Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 7,250,000 shares; and
 

5.

for the approval of an amendment to the 2010 Non-Employee Director Incentive Plan to increase the number of shares authorized for issuance under the plan by an additional 500,000 shares.


          
7. Who is entitled to vote at the Annual Meeting?

The Board of Directors set June 13, 2016 as the record date for the Annual Meeting (the “Record Date”). All stockholders who owned CSC common stock at the close of business on June 13, 2016 may attend and vote electronically at the Annual Meeting and any postponements or adjournments thereof.

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8. Why did I receive a notice in the mail regarding the Internet availability of proxy materials this year instead of a paper copy of proxy materials?

Under the “Notice and Access” rules of the United States Securities and Exchange Commission (the “SEC”), we are permitted to furnish proxy materials, including this proxy statement and our 2016 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may vote your shares on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or electronically will remain in effect until you revoke it.

          
9. Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by (i) Internet, (ii) telephone, (iii) requesting and returning a paper proxy card or voting instruction card, or (iv) submitting a ballot in person at the meeting.

          
10. Why didn’t I receive a Notice in the mail regarding the Internet availability of proxy materials?

If you previously elected to access proxy materials over the Internet, you will not receive a Notice in the mail. You should have received an email with links to the proxy materials and online proxy voting. Additionally, if you previously requested paper copies of the proxy materials or if applicable regulations require delivery of the proxy materials, you will not receive the Notice.

If you received a paper copy of the proxy materials or the Notice by mail, you can eliminate all such paper mailings in the future by electing to receive an email that will provide Internet links to these documents. Opting to receive all future proxy materials online will save us the cost of producing and mailing documents to your home or business and help us conserve natural resources. See http://www.icsdelivery.com/csc to request complete electronic delivery. Enrollment for electronic delivery is effective until cancelled.

          
11. How many votes do I have?

You will have one vote for each share of our common stock you owned at the close of business on the Record Date, provided those shares are either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.

          
12. What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

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Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us, to submit proxies electronically or by telephone or to vote in person at the Annual Meeting. If you have requested printed proxy materials, we have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or these proxy materials are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote your shares and you are also invited to attend the Annual Meeting via live webcast. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you request, complete and deliver a legal proxy from your broker, bank or nominee. If you requested printed proxy materials, your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares.

          
13. How many votes must be present to hold the Annual Meeting?

A majority of our issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or by telephone or on the Internet or a proxy card has been properly submitted by you or on your behalf. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

As of the Record Date there were 139,259,508 shares of CSC common stock outstanding.

          
14. How many votes are required to elect directors and adopt the other proposals?

Proposal 1 – Election of Directors. Directors are elected by a majority vote in uncontested elections. Therefore, each director nominee must receive a majority of the votes cast with respect to such nominee at the Annual Meeting (i.e., the number of “FOR” votes must exceed the number of “AGAINST” votes). Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” any nominee; therefore, they will have no effect on the outcome of the vote on this proposal. In accordance with the Company’s Corporate Governance Guidelines, if an incumbent director nominee fails to receive the requisite number of votes, such director nominee shall promptly tender his or her resignation for consideration by the Nominating/Corporate Governance Committee. Within 30 days following the certification of the stockholder vote, the Nominating/Corporate Governance Committee will make a recommendation to the Board of Directors as to the treatment of any director who did not receive a majority vote, including whether to accept or reject any tendered resignation. The Board of Directors will make a final determination within 90 days following the certification of the election results, and publicly disclose its decision and rationale.

Proposal 2 – Advisory Vote on Executive Compensation. This proposal, which is non-binding, requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

Proposal 3 – Ratification of Independent Auditors. This proposal requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

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Proposal 4 – Approval of Amendment to 2011 Omnibus Incentive Plan. This proposal requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

Proposal 5 – Approval of Amendment to 2010 Non-Employee Director Incentive Plan. This proposal requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

          
15. What if I don’t give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

Indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board of Directors; or
 

Return a signed proxy card but do not indicate how you wish to vote,

then your shares will be voted in accordance with the recommendations of the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, the shares will be voted in accordance with your instructions.

Beneficial Owners. If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes” on certain proposals. Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner, and instructions are not given. Broker non-votes are considered present at the Annual Meeting, but not as voting on any particular matter. Thus, broker non-votes are counted as present for purposes of determining the existence of a quorum, but are not counted for purposes of determining whether a non-routine proposal has been approved. In other words broker non-votes will not affect the outcome of the election of directors, the approval of the Company’s executive compensation, the approval of the amendment to the 2011 Omnibus Incentive Plan and the approval of the amendment to the 2010 Non-Employee Director Incentive Plan, each of which are non-routine proposals.

If you provide instructions, your broker will vote your street name shares at the Annual Meeting with respect to (i) the election of directors, (ii) approval of the Company’s executive compensation, (iii) approval of the amendment to the 2011 Omnibus Incentive Plan and (iv) approval of the amendment to the 2010 Non-Employee Director Incentive Plan. Therefore, if you wish to vote your street name shares at the annual meeting, you should instruct your broker how to vote. If you do not provide your broker with instructions, under the rules of the New York Stock Exchange, your broker will not be authorized to vote your street name shares with respect to any proposal other than the ratification of the independent registered public accounting firm.

          
16. How do I vote shares in the Matched Asset Plan (MAP)?

If you participate in the MAP, you will receive a voting instruction form for all shares you may vote under the plan. Under the terms of the MAP, the MAP trustee votes all shares held in the CSC Stock Fund, but each participant in the MAP may direct the trustee how to vote the shares of Company common stock allocated to his or her account. The MAP trustee will vote all unallocated shares of common stock held by the MAP and all allocated shares for which no timely voting instructions are received in the same proportion as shares for which it has received valid voting instructions. Regardless of which voting method you use, the deadline

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for returning your voting instructions to the MAP trustee is 11:59 p.m. Eastern Time on August 5, 2016. If you own shares of CSC common stock in the CSRA Inc. 401(k) Plan, you will receive separate voting instructions for those shares from the trustee of the CSRA plan.

Confidentiality of voting instructions. Your voting instructions to the MAP Trustee will be completely confidential. In no event will your voting instructions be reported to CSC.

          
17. Can I change my vote after I voted?

Yes. Even if you voted by telephone, the Internet or you requested paper proxy materials and signed the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised by giving written notice to the Corporate Secretary of CSC, specifying such revocation. You may change your vote by a later-dated vote by telephone, the Internet or by timely delivery of a valid, later-dated proxy, or by voting by ballot electronically at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a legal proxy from your broker, bank or nominee.

          
18. What does it mean if I receive more than one Notice, proxy or voting instruction card?

It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for all Notices, proxy cards and voting instruction cards you receive.

          
19. Are there other matters to be acted upon at the meeting?

The Company does not know of any matter to be presented at the Annual Meeting other than those described in this proxy statement. If, however, other matters are properly presented for action at the Annual Meeting, the proxy holders named in the proxy will have the discretion to vote on such matters in accordance with their best judgment.

          
20. Who is paying for the solicitation of proxies?

CSC is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. Our officers and employees may, without any compensation other than the compensation they receive in their capacities as officers and employees, solicit proxies personally or by telephone, facsimile, e-mail or further mailings. We will, upon request, reimburse brokerage firms and others for their reasonable expense in forwarding proxy materials to beneficial owners of CSC stock. We have engaged the services of Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, with respect to proxy soliciting matters at an expected cost of approximately $10,000 not including incidental expenses.

          
21. What if I have any questions about voting, electronic delivery or Internet voting?

Questions regarding voting, electronic delivery or Internet voting should be directed to Investor Relations at telephone, 703-245-9668 or e-mail address, investorrelations@csc.com.

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HOW DO I VOTE?

Your vote is important. You may vote on the Internet, by telephone, by mail or electronically at the Annual Meeting, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your Notice, proxy card or voting instruction card. Telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Time, on August 9, 2016. You also will be able to vote your shares electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/CSC (other than shares held through our MAP, which must be voted prior to the meeting).

Vote on the Internet

If you have Internet access, you may submit your proxy by following the instructions provided in the Notice, or if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.

Vote by Telephone

You can also vote by telephone by following the instructions provided on the Internet voting site, or if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card.

Vote by Mail

If you elected to receive printed proxy materials by mail, you may choose to vote by mail by marking your proxy card or voting instruction card, dating and signing it, and returning it to Broadridge Financial Solutions, Inc. in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card or voting instruction card to CSC, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Please allow sufficient time for mailing if you decide to vote by mail.

Voting at the Annual Meeting

The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting via live webcast and vote electronically. However, if your shares are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting. You should allow yourself enough time prior to the Annual Meeting to obtain this proxy from the holder of record.

The shares voted electronically, by telephone or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.

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CORPORATE GOVERNANCE

CSC is committed to maintaining the highest standards of corporate governance, which we believe are essential for sustained success and long-term stockholder value. In light of this goal, the Board oversees, counsels and directs management in the long-term interests of the Company and our stockholders. The Board’s responsibilities include, but are not limited to:

overseeing the management of our business and the assessment of our business risks;
 

overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics;
 

reviewing and approving our major financial objectives and strategic and operating plans, and other significant actions; and
 

overseeing our talent management and succession planning.

The Board discharges its responsibilities through regularly scheduled meetings as well as telephonic meetings, action by written consent and other communications with management as appropriate. CSC expects directors to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of the Company’s stockholders at which they are standing for election or re-election as directors. During Fiscal 2016, the Board held 15 meetings of the full Board. During Fiscal 2016, the Audit Committee held 13 meetings, the Compensation Committee held 8 meetings and the Nominating/Corporate Governance Committee held 5 meetings. No director attended fewer than 75% of the aggregate of (1) the total number of meetings of the Board, and (2) the total number of meetings held by all committees of the Board on which he or she served during Fiscal 2016. Each of the directors then serving attended the 2015 Annual Meeting of Stockholders.

Governance is a continuing focus at CSC, starting with the Board and extending to all employees. We solicit feedback from our stockholders on governance and executive compensation practices and engage in discussions with various groups and individuals on governance issues and improvements. In this section, we describe some of our key governance policies and practices.

Corporate Governance Guidelines

The Board has long adhered to governance principles designed to assure excellence in the execution of its duties and regularly reviews the Company’s governance policies and practices. These principles are outlined in CSC’s Corporate Governance Guidelines (the “Guidelines”), which, in conjunction with our Amended and Restated Articles of Incorporation (“Articles of Incorporation”), Amended and Restated Bylaws (“Bylaws”), Code of Business Conduct (“Code of Conduct”), Board committee charters and related policies, form the framework for the effective governance of CSC.

The full text of the Guidelines, the charters for each of the Board committees, the Code of Conduct, the Equity Grant Policy, the Related Party Transactions Policy and Clawback Policy are available on CSC’s Website, www.csc.com, under “Corporate Governance.” These materials are also available in print to any person, without charge, upon request, by calling 703-245-9668 or writing to:

Investor Relations
CSC
1775 Tysons Boulevard
Tysons, VA 22102

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Board Leadership Structure

The Board’s leadership structure consists of a Chairman and CEO, a lead independent director (the “Lead Director”) and strong committee chairs. The Board regularly reviews its leadership structure and has determined that combining the offices of CEO and Chairman, coupled with a Lead Director with broad authority and responsibility, is the most effective leadership model for the Company. The Board also believes this structure provides independent Board leadership and engagement, while providing the benefit of having our CEO, who manages CSC’s day-to-day operations, chair regular Board meetings as we discuss key business and strategic issues. Our current Chairman and CEO, J. Michael Lawrie, was appointed by the Board on December 15, 2015 following the resignation of Mr. Rodney F. Chase. Mr. Lawrie has more than 30 years of industry experience, extensive senior level management experience and familiarity with the global aspects of our business and operations. In accordance with the Guidelines, the independent directors have designated Bruce Churchill, the former president of DIRECTV Latin America LLC, to serve as Lead Director through the Annual Meeting. As a general matter, the Lead Director serves for a term of two years, and may not serve for more than two consecutive terms.

As Lead Director, Mr. Churchill has the following duties and responsibilities:

presiding over executive sessions of independent directors;
 

chairing meetings of the Board of Directors in the absence of the Chairman of the Board;
 

acting as a liaison between the independent directors and the Chairman of the Board;
 

coordinating with the Chairman of the Board regarding meeting agendas and schedules;
 

coordinating with the Chairman of the Board regarding information flow to the Board;
 

being available for consultation and communication with stockholders, as appropriate; and
 

calling meetings of the independent directors (executive sessions) as appropriate.

CSC’s governance processes include executive sessions of the independent directors before and/or after every Board meeting, annual evaluations by the independent directors of the CEO’s performance, succession planning, annual Board and committee self-assessments and the various governance processes contained in the Guidelines and the Board committee charters.

Director Independence

Independent Directors. The Board assesses the independence of our directors and examines the nature and extent of any relations between the Company and our directors, their families and their affiliates. The Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (“NYSE”) requirements for director independence (as set forth in Appendix A to this proxy statement) and the Board of Directors affirmatively determines that the director has no material relationship with CSC (either directly, or as a partner, stockholder or officer of an organization that has a relationship with CSC). In Fiscal 2016, the Board determined that, with the exception of our CEO, each of the remaining eight directors – Mukesh Aghi, Herman E. Bulls, Bruce B. Churchill, Mark Foster, Sachin Lawande, Brian MacDonald, Peter Rutland and Robert F. Woods – is independent. In addition, the Board determined that director nominee Lizabeth H. Zlatkus is independent.

Independent Director Meetings. The non-employee directors regularly meet in executive session prior to the commencement and/or after the conclusion of each regularly scheduled Board meeting, and meet at such additional times as they may determine.

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Committee Independence Requirements. All members serving on the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee must be independent as defined by the Guidelines. In addition, Audit Committee members must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees, and each Compensation Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to compensation committees, be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Oversight of Risk Management

We believe our Board leadership structure supports a risk-management process in which senior management is responsible for our day-to-day risk-management processes and the Board provides oversight of our risk management. As part of its oversight responsibility, the Board oversees and maintains our governance and compliance processes and procedures to promote high standards of responsibility, ethics and integrity.

Management Role. In order for us to identify and mitigate our risk exposures, we have established an Enterprise Risk Management (“ERM”) function to (i) identify risks in the strategic, operational, financial reporting and compliance domains for the Company as a whole, as well as for each operating unit, and (ii) evaluate the effectiveness of existing mitigation strategies. The ERM function reports to the Chief Financial Officer (“CFO”), and coordinates and reviews assessments of internal processes and controls for ongoing compliance with internal policies and legal regulatory requirements. The ERM function periodically reports potential areas of risk to the Board and its committees.

Our enterprise risk, issue and opportunity management framework is centralized under a single executive owner. In Fiscal 2016, we deployed consistent processes, definitions and tools to proactively address operational, financial, compliance and strategic risks, issues and opportunities.

Board Role. The Board has overall responsibility for oversight of risk and assesses our strategic and operational risks throughout the year on an ongoing basis. Members of senior management regularly report on the opportunities and risks faced by the Company in the markets in which we conduct business.

Committee Role. In fulfilling its oversight role, the Board delegates certain risk management oversight responsibility to the Board’s committees. The committees meet regularly and report any significant issues and recommendations discussed during the committee meetings to the Board. Specifically, each committee fulfills the following oversight roles:

The Audit Committee oversees risks related to accounting, financial reporting processes and internal controls of CSC as well as reviews our policies and practices with respect to risk assessment and risk management. During the Audit Committee review, the Committee discusses the Company’s major risk exposures and the steps that have been taken to monitor and control such exposures with management and meets separately with management, internal auditors and independent auditors. The Audit Committee reports the results of its review to the Board.
 

The Compensation Committee monitors the risks associated with succession planning, leadership development, and compensation plans, including evaluating the effect that the Company’s executive and sales compensation plans may have on decision making.
 

The Nominating/Corporate Governance Committee monitors the risks related to the Company’s governance structure and process. The Nominating/Corporate Governance Committee is responsible for developing and implementing a director evaluation program to measure the individual and collective performance of directors and the fulfillment of their responsibilities to


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our stockholders, including an assessment of the Board’s compliance with applicable corporate governance requirements and identification of areas in which the Board might improve its performance. The Nominating/Corporate Governance Committee also is responsible for developing and implementing an annual self-evaluation process for the Board designed to assure that directors contribute to our corporate governance and to our performance. These tasks are accomplished in part through our annual Board evaluation.


Compensation and Risk

During Fiscal 2016, CSC management reviewed its executive and non-executive compensation programs and determined that none of its compensation programs encourages or creates unnecessary risk taking, and none is reasonably likely to have a material adverse effect on the Company. In conducting this assessment, CSC inventoried its executive and non-executive plans and programs and analyzed the components and design features of these programs in the context of risk mitigation. A summary of the findings of the assessment was provided to the Compensation Committee and the Board. Overall, CSC concluded that (1) CSC’s executive compensation programs provide a mix of awards with performance criteria and design features that mitigate excessive risk taking; (2) non-executive employee (non-sales) arrangements are primarily fixed compensation (salary and benefits) with limited incentive opportunity and do not encourage excessive risk taking; and (3) sales force incentive compensation plans moderate risk by using metrics that focus on driving sales growth, but not at the expense of profitability. CSC also considered its robust executive stock ownership guidelines, clawback policy and anti-hedging policy as risk mitigating features of its executive compensation program.

Equity Ownership Guidelines

Under stock ownership guidelines adopted by the Board, Board members, other than the CEO, have an equity ownership requirement of five times their annual retainer to be achieved over a five-year period. Restricted stock units, as well as directly held shares, are taken into account for purposes of determining whether requirements have been met. Stock ownership guidelines for the executive officers, including the CEO, are described under “Compensation Discussion and Analysis – Additional Compensation Policies – Equity Ownership Guidelines.”

Talent Management and Succession Planning

Our Compensation Committee and Board are actively engaged and involved in succession planning and talent management and they engage annually in a review of succession plans in August. The annual review focuses on emerging talent and key positions at the executive officer and operating unit leadership level that are important to the execution of our strategic priorities and are critical to achieving our business goals. The Compensation Committee is also updated on issues relating to the overall workforce such as diversity, health and welfare benefits, performance management, turnover, attrition and engagement.

Director Education

The Board recognizes the importance of its members keeping current on Company and industry issues and their responsibilities as directors. All new directors attend orientation training soon after being elected to the Board. Also, the Board encourages attendance at continuing education programs for Board members, which may include internal strategy or topical meetings, third-party presentations, and externally-offered programs.

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Oversight of Related Party Transactions

The Company has adopted a written policy requiring the approval of the Nominating/Corporate Governance Committee of all transactions in excess of $120,000 between the Company and any related person (“Interested Transactions”). For the purposes of this policy, a related person is any person who was in any of the following categories at any time during Fiscal 2016:

A director or executive officer of the Company;
 

Any nominee for director;
 

Any immediate family member of a director or executive officer, or of any nominee for director. Immediate family members are any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer or nominee for director, and any person (other than a tenant or employee) sharing the household of such director, executive officer or nominee for director; and
 

Any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed:
 

Any beneficial owner of more than 5% of the Company’s common stock; or
 

Any immediate family member, as defined above, of any such beneficial owner.

An Interested Transaction includes any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

In determining whether to approve an Interested Transaction, the Nominating/Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director will participate in any discussion or approval of an Interested Transaction for which he or she (or an immediate family member) is a related party, except that the director will provide all material information concerning the Interested Transaction to the Nominating/Corporate Governance Committee.

There have been no transactions since April 4, 2015 (i.e., the first day of Fiscal 2016), nor are there any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, which required the approval of the Nominating/Corporate Governance Committee under our interested transaction policy or in which any related person had, has or will have a direct or indirect material interest and which is required to be disclosed under applicable SEC rules.

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Code of Ethics and Standards of Conduct

CSC is committed to high standards of ethical conduct and professionalism, and our Code of Conduct confirms our commitment to ethical behavior in the conduct of all CSC activities and reflects our CLEAR values. The Code of Conduct applies to all directors, officers (including our CEO, CFO and Principal Accounting Officer (“PAO”)) and employees of CSC and it sets forth our policies and expectations on a number of topics, including avoiding conflicts of interest, confidentiality, insider trading, protection of CSC and customer property and providing a proper and professional work environment. We maintain a worldwide toll-free and internet-based helpline, the CSC OpenLine, which employees can use to communicate any ethics-related concerns, and we provide training on ethics and compliance topics for all employees. The CSC OpenLine is administered by a third-party provider. The ethics and compliance function resides in the Ethics and Compliance Office and is managed by CSC’s Chief Ethics and Compliance Officer.

In Fiscal 2016, there were no waivers of any provisions of the Code of Conduct for the CEO, CFO or PAO. In the event we amend or waive any provision of the Code of Conduct applicable to our CEO, CFO and PAO, we intend to disclose these actions on our website.

Board Diversity

Our policy on Board diversity is set forth in the Guidelines, which provide that Board membership should reflect diversity in many respects, by including, for example, persons diverse in geography, gender and ethnicity. In addition, the Nominating/Corporate Governance Committee seeks to maintain a mix of individuals who possess experience in the sectors in which we operate, such as international business, technology, health care, government service and public policy, as well as those having backgrounds as executives in operations, finance, accounting, marketing and sales. The Nominating/Corporate Governance Committee deems this policy to be effective.

Mandatory Retirement of Directors

Under our bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of CSC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting.

Resignation of Employee Directors

Under the Guidelines, the CEO must offer to resign from the Board when he or she ceases to be a CSC employee.

Communicating with the Board or the Chairman

Stockholders and other interested parties may communicate with the Board, individual directors, the non-management directors as a group, or with the non-executive Chairman, by writing in care of the Corporate Secretary, Computer Sciences Corporation, 1775 Tysons Boulevard, Tysons, VA 22102. The Corporate Secretary reviews all submissions and forwards to members of the Board all appropriate communications that in his judgment are not offensive or otherwise objectionable and do not constitute commercial solicitations.

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BOARD STRUCTURE AND COMMITTEE COMPOSITION

As of the date of this proxy statement, the Board has nine directors and three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee. If director nominee Lizabeth H. Zlatkus is elected by stockholders at the Annual Meeting, the Board will have ten directors.

Each director serving on the Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee must be independent. In addition:

Each Audit Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees, and must be financially literate. No member of the Audit Committee may simultaneously serve on the audit committees of more than three other public companies unless the Board determines that such simultaneous service would not impair the member’s ability to effectively serve on the Audit Committee. No member of the Audit Committee serves on another public company audit committee. Ms. Lizabeth H. Zlatkus, a nominee for election to the Board at the Annual Meeting, serves on the audit committee of two other public company boards.
 

Messrs. MacDonald and Woods each qualifies as an “audit committee financial expert” for purposes of the rules of the SEC, and all members of the Committee are financially literate. Ms. Lizabeth H. Zlatkus, a nominee for election to the Board at the Annual Meeting, has extensive experience in corporation finance and accounting, including as former Chief Financial Officer of The Hartford Financial Services Group. If elected, Ms. Zlatkus will serve on the Company’s Audit Committee and qualifies as an “audit committee financial expert” for purposes of the rules of the SEC.
 

Each Compensation Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and SEC relating to compensation committees, be a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. The Board has determined that each committee member satisfies all applicable requirements for membership on that committee.
 

The current committee membership, the number of meetings during the last fiscal year and the function of each of the standing committees are described below.


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Audit Committee

Number of Fiscal
Committee Current Members Primary Responsibilities 2016 Meetings

Audit

Brian P. MacDonald
(Chairman)
J. Michael Lawrie,
ex-officio
Peter Rutland
Robert F. Woods

Oversees financial reporting, accounting, control and compliance matters.
Appoints and evaluates the independent auditor.
Reviews with the internal and independent auditors the scope, results and adequacy of their audits and effectiveness of internal controls.
Reviews material financial disclosures.
Pre-approves all audit and permitted non-audit services.
Annually reviews the Company’s compliance programs and receives regular updates about compliance matters.
Annually reviews the Company’s disclosure controls and procedures.
Reviews, and makes recommendations to the Board about related person transactions.

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Anyone with questions or complaints regarding accounting, internal accounting controls or auditing matters may communicate them to the Audit Committee by calling CSC’s Open Line available at http://www. cscopenline.ethicspoint.com. Calls may be confidential or anonymous. All such questions and complaints will be forwarded to the Audit Committee for its review and will be simultaneously reviewed and addressed under the direction of the Head of Internal Audit. The Audit Committee may direct special treatment, including the retention of outside advisors, for any concern communicated to it. The Code of Conduct prohibits retaliation against CSC employees for any report or communication made in good faith through the Open Line.

Compensation Committee

Number of Fiscal
Committee Current Members Primary Responsibilities 2016 Meetings

Compensation

Mark Foster
(Chairman)
Mukesh Aghi
Sachin Lawande
J. Michael Lawrie,
ex-officio

Approves and recommends full Board approval of the CEO’s compensation based upon an evaluation of his performance by the independent directors.
Reviews and approves senior management’s compensation.
Administers incentive and equity compensation plans and, in consultation with senior management, approves compensation policies.
Reviews executive compensation disclosures and the annual compensation risk assessment.

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Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee was at any time during Fiscal 2016, or at any other time, one of our officers or employees. Mr. Lawrie is an ex-officio (non-voting) member of the Compensation Committee. No executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Compensation Committee or Board.

Nominating/Corporate Governance Committee

Number of Fiscal
Committee Current Members Primary Responsibilities 2016 meetings

Nominating/ Corporate Governance

Bruce B. Churchill
(Chairman)
Mukesh Aghi
Herman E. Bulls
J. Michael Lawrie,
ex-officio

➢  Monitors the Board’s structure and operations.
➢  Sets criteria for Board membership.
➢  Searches for and screens candidates to fill Board vacancies and recommends candidates for election.
➢  Evaluates director and Board performance and assesses Board composition and size.
➢  Evaluates the Company’s corporate governance process.
➢  Recommends to the Board whether to accept the resignation of incumbent directors that fail to be re-elected in uncontested elections.

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DIRECTOR COMPENSATION

Mr. Lawrie, as CEO and Chairman of the Board, does not receive any separate compensation for his Board activities. The following table sets forth the annual retainer and attendance fees paid to our non-employee directors.

Fiscal 2016 Director Retainers and Fees
Annual Retainer1 $90,000
Annual Equity Award2       $200,000
Lead Independent Director Retainer1,3   $35,000
Audit Committee Chairman Retainer1 $20,000
Compensation Committee Chairman Retainer1 $15,000
Nominating/Corporate Governance Committee Chairman Retainer1 $10,000
Committee Member Retainer1 $10,000
Additional Meeting Attendance Fee1,4 $2,500 per meeting
____________________

1. Amounts payable in cash may be deferred pursuant to the Company’s Deferred Compensation Plan, which is described further below in this proxy statement.
 
2.       The Annual Equity Award is payable in the form of restricted stock units (RSU) awards that 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 CSC 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. Directors may elect to receive deferred RSUs at either a fixed in-service distribution date, which may be in August of any year after the year in which the RSUs vest within 15 years of the grant date, or upon their separation from the Board. 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, restricted stock units vest in full upon a change in control of the Company.
 
The Annual Equity Award value for non-employee directors was increased in Fiscal 2016 from $160,000 to $200,000 to remain competitive with the compensation practices of our peer group. This increase became effective upon the completion of the Company’s spin-off of CSRA Inc. (formerly known as Computer Sciences Government Services Inc.) on November 27, 2015 (the “Separation”).
 
3. Prior to December 15, 2015, our Board had a non-executive Chairman, Mr. Chase, who was entitled to an Annual Equity Award valued at $350,000 and an annual cash retainer of $150,000. As of December 15, 2015, Mr. Lawrie was elected the Chairman of the Board and Mr. Churchill was elected to the newly established position of Lead Independent Director, for which he receives an annual cash retainer of $35,000.
 
4. For meetings, special projects and assignments involving travel, once a director has exceeded (i) an aggregate of 8 Board meetings, projects and assignments or (ii) an aggregate of committee meetings, projects and assignments equal to 6 times the number of committees on which the director serves.

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The following table sets forth for each of the non-employee directors certain information with respect to compensation earned in Fiscal 2016.

Fees Earned1
Name or Paid in Cash Stock Awards2 Total
(a) (b) (c) (d)
Mukesh Aghi       $ 32,283       $ 130,770       $ 163,053
David J. Barram3   98,814 162,285 261,099
Erik Brynjolfsson4 82,500 162,374 244,874
Herman E. Bulls   29,348   130,770   160,118
Rodney F. Chase4 112,500   358,571 471,071
Bruce B. Churchill 116,100 307,862 423,962
Mark Foster   68,179 307,862 376,041
Nancy Killefer5 75,625 159,648 235,273
Sachin Lawande 80,706 335,022 415,728
Brian P. MacDonald 137,500 307,862   445,362
Sean O’Keefe5 65,761 159,648 225,409
Peter Rutland 47,880 169,736 217,616
Robert F. Woods 46,195 169,736 215,931
____________________

1. Column (b) reflects all cash compensation earned during Fiscal 2016, whether or not payment was deferred pursuant to the Deferred Compensation Plan.
 
2.       Each director serving as a non-employee director as of the close of our 2015 Annual Meeting of Stockholders on August 14, 2015, other than Mr. Chase, received 2,400 RSUs determined by (i) dividing $160,000 by the closing price of our Common Stock on the New York Stock Exchange Composite Tape on the grant date of August 19, 2015 ($66.52) and (ii) rounding the result to the nearest multiple of 100. Mr. Chase received 5,300 RSUs, determined by dividing $350,000 by the closing price of our Common Stock on the grant date ($66.52) and rounding to the nearest multiple of 100. The RSUs were originally scheduled to vest in full on the date of our 2016 annual meeting (August 10, 2016).
 
In connection with the Separation, 50% of the RSUs previously granted to each non-employee director on August 19, 2015 vested and the remaining 50% were cancelled. We awarded additional RSUs to each director with respect to the cancelled portion of the Fiscal 2016 RSU awards with a grant-date value equal to the product of (x) the number of RSUs subject to the cancelled portion of the Fiscal 2016 RSU awards multiplied by (y) $2.25, which was the portion of the special dividend of $10.50 per share payable by us in connection with the Separation (the “Lost Dividend RSUs”). The Lost Dividend RSUs were 100% vested of the date of grant. Each non-employee director (including Mr. Barram, who retired prior to the Separation) other than Mr. Chase received 87 Lost Dividend RSUs, and Mr. Chase received 192 Lost Dividend RSUs. In addition, on December 15, 2015, each of Messrs. Churchill, Foster, Lawande and MacDonald received an additional award of 4,800 RSUs to make up for the cancelled portion of their pre-Separation RSU award. These post-Separation RSU awards will vest on August 10, 2016 and are automatically redeemed for shares of our Common Stock and dividend equivalents.

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Messrs. Rutland and Woods, who joined our Board on October 14, 2015, each received a pro-rated annual RSU grant of 5,600 RSUs on December 15, 2015, and Messrs. Aghi and Bulls, who joined our Board on December 15, 2015, each received a pro-rated annual RSU grant of 4,500 RSUs on January 15, 2016, in each case based on the post-Separation Annual Equity Retainer amount of $200,000, the closing price of our Common Stock on the applicable grant date, and the number of days of their service on our Board between our 2015 and 2016 annual meetings, rounding the result to the nearest multiple of 100. These RSU awards will vest on August 10, 2016 and are automatically redeemed for shares of our Common Stock and dividend equivalents.

In addition, on July 15, 2015, Mr. Lawande received a pro-rata annual RSU grant of 400 RSUs relating to the period between the date on which he joined our Board (June 10, 2015) and the date of our 2015 annual meeting (August 14, 2015). These RSUs vested on August 14, 2015.

Column (c) reflects the grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 - Compensation - Stock Compensation (“FASB ASC Topic 718”) in connection with the RSUs granted during Fiscal 2016. For a discussion of the assumptions made in the valuation of restricted stock and RSUs, reference is made to the section of Note 1 of the Consolidated Financial Statements in the Company’s 2016 Annual Report providing details of the Company’s accounting under FASB ASC Topic 718. The aggregate number of stock awards outstanding for each director at fiscal year-end are as follows:

Aggregate Stock
Awards Outstanding
Name as of April 1, 2016
Mukesh Aghi       4,500
Herman E. Bulls   4,500
Bruce B. Churchill 4,800
Mark Foster 4,800
Sachin Lawande 4,800
Brian P. MacDonald 7,500
Peter Rutland 5,600
Robert F. Woods 5,600

3.       Mr. Barram retired from our Board on October 14, 2015. In connection with his retirement, he received accelerated vesting of the 1,200 RSUs granted him on August 19, 2015 that would have otherwise become vested upon the Separation. In addition, as noted in footnote 2 above, Mr. Barram also received the Lost Dividend RSU award that he would otherwise have received in connection with the portion of his Fiscal 2016 RSU award that would otherwise have been cancelled in connection with the Separation. We also paid Mr. Barram a cash payment of $8,814 with respect to the “Lost Dividend” RSUs that he would have been eligible to receive from CSRA had he remained a director through the Separation, which is included in column (b) above.
 
4. Messrs. Brynjolfsson and Chase each retired from our Board on December 15, 2015.
 
5. Ms. Killefer and Mr. O’Keefe each retired from our Board on the date of the Separation in order to become directors of CSRA.

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PROPOSAL 1 - ELECTION OF DIRECTORS

Our Board of Directors has nominated ten persons for election as directors at the 2016 Annual Meeting to hold office until the 2017 Annual Meeting or until their successors have been elected and qualified. Under our Bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of CSC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting.

Directors are elected by a majority vote in uncontested elections; therefore, each director nominee must receive a majority of the votes cast with respect to such nominee at the Annual Meeting (i.e., the number of “FOR” votes must exceed the number of “AGAINST” votes). In accordance with the Guidelines, if an incumbent director nominee fails to receive the requisite number of votes, such director nominee shall promptly tender his or her resignation for consideration by the Nominating/Corporate Governance Committee.

It is intended that the accompanying proxy, if executed and returned with no voting instructions indicated, will be voted for the election to the Board of the ten director nominees in this proxy statement.

Director Nomination Process

The Nominating/Corporate Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience, and background sought for Board members in the context of our business and then-current membership on the Board. This assessment of Board skills, experience, and background includes numerous diverse factors including independence, experience, age and gender and ethnic diversity. In addition, the Board believes that current and potential directors collectively should possess the following mix of skills and attributes:

Professional and personal ethics and values
 

International business experience

Senior level management or operations experience
 

Financial literacy and expertise

Government and public policy experience
 

Experience in areas of CSC’s business

Experience in major academic institution
 

Independence

Public company governance experience

In evaluating potential director nominees, the Nominating/Corporate Governance Committee considers each of these attributes. The Committee then considers the contribution they would make to the quality of the Board’s decision making and effectiveness.

The Nominating/Corporate Governance Committee will also consider potential director candidates recommended by stockholders as described under “Business for 2017 Annual Meeting” at the end of this Proxy Statement. The Committee has retained from time to time third-party search firms to identify qualified director candidates and to assist the Committee in evaluating candidates that have been identified by others. Messrs. Aghi, Bulls, Rutland and Woods as well as Ms. Zlatkus were recommended to the Nominating/Corporate Governance Committee by a third-party search firm.

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2016 Director Nominees

Each of the nominees has a strong reputation and experience in areas relevant to the strategy and operations of the Company’s businesses, particularly industries and growth segments that the Company serves, such as technology, financial services, international business and government, as well as key geographic markets where it operates. Each of the nominees holds or has held senior executive positions in large, complex organizations or has relevant operating experience or experience in a major academic institution. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, thought leadership, executive management and leadership development. Many of our directors also have experience serving on boards of directors and board committees of other public companies.

The Board also believes that each of the nominees has other key attributes that are important to an effective board: integrity and demonstrated high ethical standards, sound judgment, analytical skills, the ability to engage management and each other in a constructive and collaborative fashion, diversity of origin, background, experience and thought, and the commitment to devote significant time and energy to service on the Board and its committees.

The biographies of each of the nominees below contain information as of the date of this proxy statement regarding the person’s service as a director, director positions held currently or at any time during the last five years and skills, experience and qualifications that led to the conclusion that such person should serve as one of our directors.

 
     

Mukesh Aghi
Age: 60
Director Since: 2015

     
CSC Committees:
Compensation
Nominating/Corporate Governance
     

Mr. Aghi is president of U.S.-India Business Counsel (“USIBC”), a business advocacy organization for the U.S. in India. Prior to his service as president of USIBC, Mr. Aghi served as Chief Executive Officer of L&T Infotech from 2012 to 2015 and as Chairman and CEO of Steria India Ltd. from 2007 to 2012.

Skills and Qualifications:

Senior Level Management Experience: Former Chief Executive Officer of L&T Infotech and Steria India Ltd.

Government and Public Policy Experience: Current President of USIBC

Experience in CSC’s Business Areas: Extensive executive experience in the technology sector

International Business Experience: Extensive chief executive and operational experience in an international technology company

 

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Herman E. Bulls
Age: 60
Director Since: 2015

     
CSC Committees:
Nominating/Corporate Governance
     
Public Directorships:
Comfort Systems USA
Tyco International Ltd.

Private Directorships:
West Point Association of Graduates Board of Directors
USAA

Mr. Bulls has served in various roles at Jones Lang LaSalle (“JLL”) since 1989, including Chief Executive Officer, Public Institutions, and Chairman, Public Institutions. Currently, Mr. Bulls serves as Vice Chairman, Americas at JLL. Mr. Bulls has served as a director of Comfort Systems USA, Inc. since 2001 and of Tyco International Ltd. since 2013, and served as a director of Exelis, Inc. from 2011 to 2015.

Skills and Qualifications:

Public Company Governance Experience: Experience as a director of two public companies in addition to CSC

Senior Level Management Experience: Former Chief Executive Officer, Chairman and Vice Chairman of various divisions of a major global real estate services company

Financial Literacy: Extensive experience in finance and accounting

   

 
     

Bruce Churchill
Age: 58
Director Since: 2014

     
CSC Committees:
Nominating/Corporate Governance (Chair)
     

Mr. Churchill assumed the role of Lead Independent Director of the Board of CSC on December 15, 2015. Mr. Churchill served as the Executive Vice President of DIRECTV, President of DIRECTV Latin America LLC and as President-New Enterprises from January 2004 to August 2015. He served as Chief Financial Officer of DIRECTV from January 2004 to March 2005. Prior to joining DIRECTV, Mr. Churchill served as President and Chief Operating Officer of STAR, a position he held beginning in May 2000. Previously, he served as the Deputy Chief Executive Officer of STAR since 1996. Prior to joining STAR, Mr. Churchill served as Senior Vice President, Finance at Fox Television.

Skills and Qualifications:

Senior Level Management Experience: Executive Vice President of DIRECTV, a provider of digital television entertainment in the United States, Latin America and Asia

International Business Experience: Extensive experience as an operating executive in Latin America and Asia

Experience in CSC’s Business Areas: Extensive experience as an executive vice president and chief financial officer in an international digital entertainment company

Financial Literacy: Extensive experience in corporation finance and accounting, including as former Chief Financial Officer of publicly traded international digital entertainment companies

 

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Mark Foster
Age: 56
Director Since: 2015

     
CSC Committees:
Compensation (Chair)
     
Public Directorships:
Heidrick & Struggles International, Inc
Atento S.A.

Mr. Foster served as Group Chief Executive-Management Consulting of Accenture plc (“Accenture”), a global management consulting, technology services and outsourcing company, from September 2006 until his retirement from Accenture in March 2011. In addition, Mr. Foster was the head of Accenture’s Global Markets area from September 2009 until March 2011 with oversight of the firm’s thought leadership, industry initiatives, investment priorities and client account leadership. Prior to that, Mr. Foster served as Accenture’s Group Chief Executive-Products Operating Group from March 2002 to September 2006 with responsibility for the firm’s global business in the retail, consumer goods, industrial and health and life sciences sectors. Prior to that, Mr. Foster worked in a variety of positions of increasing responsibility in his 26-year career at Accenture straddling management consulting, technology and outsourcing.

Mr. Foster has been a non-executive director of Heidrick & Struggles, the Nasdaq-quoted global executive search company since 2011. He has served as a non-employee director of Atento S.A and Alexander Mann Solutions since 2015. He also served as a non-executive director of Fidessa PLC, a FTSE 250 software company headquartered in the United Kingdom from 2012 to 2014.

Skills and Qualifications:

Senior Level Management Experience: Group Chief Executive-Management Consulting of Accenture

International Business Experience: Extensive experience as an executive with a global management consulting, technology services and outsourcing company

Public Company Governance Experience: Experience as a director in two other public companies

Experience in CSC’s Business Areas: Extensive global experience in professional services, technology and outsourcing

 

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Sachin Lawande
Age: 49
Director Since: 2015

     
CSC Committees:
Compensation
     
Public Directorships:
Visteon Corporation

Mr. Lawande is currently President and Chief Executive Officer of Visteon Corporation. From 2013 to 2015, Mr. Lawande served as Executive Vice President and President of Harman International Industries, Inc.’s Infotainment Division. From 2011 to 2013, Mr. Lawande served the dual role as the Co-President of Harman’s Lifestyle and Infotainment Divisions. Prior to that he served as Chief Innovation Officer, Chief Technology Officer, and Co-President of Harman’s Automotive Division, responsible for guiding software strategy, development partnerships, and key customer relationships. He was instrumental in launching an offshore development center in India as part of Harman’s strategy for optimizing its global engineering footprint. Mr. Lawande joined Harman International in 2006, following senior roles at QNX Software Systems and 3Com Corporation.

Skills and Qualifications:

Senior Level Management Experience: President and Chief Executive Officer of Visteon Corporation, a global automotive parts supply company and as an executive vice president and chief technology officer in an international digital audio company

International Business Experience: Extensive international experience as Chief Executive Officer of a global automotive parts supply company and as a President of a division of an international digital audio company

Experience in CSC’s Business Areas: Extensive experience as the Chief Executive Officer of a global automotive parts supply company and as an executive vice president and chief technology officer in an international digital audio company

 

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J. Michael Lawrie
Age: 63
Director Since: 2012

     
CSC Committees:
Audit (ex officio)
Compensation (ex officio)
Nominating/Corporate Governance (ex officio)
     
Public Directorships:
CSRA Inc.

Private Directorships:
Drexel University

Mr. Lawrie became a member of the Board of Directors on February 7, 2012, President and Chief Executive Officer of CSC on March 19, 2012, and Chairman of CSC on December 15, 2015. Prior to joining CSC, he served as Chief Executive Officer of UK-based Misys plc, a leading global IT solutions provider to the financial services industry, from November 2006 to March 2012. From 2008 to 2010, Mr. Lawrie also served as the Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc., an industry leader in electronic health record solutions. Prior to that, Mr. Lawrie was a general partner with ValueAct Capital, a San Francisco-based private investment firm, from 2005 to 2006. He served as Chief Executive Officer of Siebel Systems, Inc., an international software and solutions company, from 2004 to 2005. Previously, Mr. Lawrie spent 27 years with IBM where he held various leadership positions, including Senior Vice President and Group Executive, responsible for sales and distribution of all IBM products and services worldwide; General Manager for operations in Europe, the Middle East and Africa; and General Manager of Industries for the Asia Pacific. Mr. Lawrie is the former lead independent, non-executive Director of Juniper Networks, Inc., and is also a Trustee of Drexel University, Philadelphia.

Skills and Qualifications:

Senior Level Management Experience: Former Chief Executive Officer of Misys plc and Siebel Systems, Inc. Former Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc.

Public Company Governance Experience: Experience as a former director of Allscripts-Misys Healthcare Solutions, Inc. and a former director of Juniper Networks, Inc.

International Business Experience: Extensive international experience as chief executive of a leading global IT solutions provider to the financial services industry

Experience in CSC’s Business area: Extensive experience in the IT sector

 

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Brian Patrick MacDonald
Age: 50
Director Since: 2013

     
CSC Committees:
Audit (Chair)
     
Public Directorships:
CDK Global Inc.

Brian MacDonald has served as the President and CEO of CDK Global, Inc. since January 2016. He served as the Chief Executive Officer of Hertz Equipment Rental Corporation (HERC) from June 2014 to June 2015. Prior to HERC, he served as President and Chief Executive Officer of ETP Holdco Corporation from October 2012 to June 2013. Prior to Energy Transfer Partners’ acquisition of Sunoco, Inc., in October 2012, Mr. MacDonald served as Chairman, President and Chief Executive Officer of Sunoco, Inc., a leading logistics and retail company based in Philadelphia, PA. He joined Sunoco in August 2009 as Senior Vice President and Chief Financial Officer. Prior to joining Sunoco, he was Chief Financial Officer for Dell’s commercial business unit. Before becoming the commercial business unit’s CFO in 2008, he served as Corporate Vice President and Treasurer and led Dell’s mergers and acquisitions organization and global treasury group. Prior to joining Dell, Mr. MacDonald worked at General Motors Corporation and held a variety of positions in financial management, including Deputy CFO for Isuzu Motors Limited. From 1998 to 2000, he served as Treasurer of GM Canada.

Skills and Qualifications:

Senior Level Management Experience: Chief Executive Officer of a major energy and equipment rental company

International Business Experience: Extensive chief executive and operational experience in major international public companies

Experience in CSC’s Business Areas: Extensive experience in the energy, manufacturing and IT industries

Financial Literacy: Extensive experience in corporation finance and accounting, including as former Chief Financial Officer of a publicly traded worldwide energy company


 
     

Peter Rutland
Age: 37
Director Since: 2015

     
CSC Committees:
Audit
     

Mr. Rutland is currently a partner and Global Co-Head of Financial Services at CVC Capital Partners. Mr. Rutland joined CVC Capital Partners in 2007, having previously worked for Advent International since 2002. Prior to working at Advent, Mr. Rutland worked for The Goldman Sachs Group, Inc. in its Investment Banking Division. Mr Rutland served as a director of the NYSE-listed Avolon Holdings Ltd. from 2014 until the company’s sale in 2016. He has also served on a number of private company boards, including Domestic & General and Brit Insurance.

Skills and Qualifications:

Senior Level Management Experience: Partner at CVC Capital Partners Ltd., an investment advisory firm

International Business Experience: Advise and execute transactions and provide capital markets strategy advice globally

Public Company Governance Experience: Experience as a former director of Avolon Holdings Ltd.

Financial Literacy: Extensive experience in corporation finance and accounting, including as a partner in an investment advisory firm

 

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Robert F. Woods
Age: 61
Director Since: 2015

     
CSC Committees:
Audit
     

Mr. Woods served as Senior Vice President - Finance and Chief Financial Officer of SunGard Data Systems, Inc., a financial software solutions and services public company, from 2010 to 2012. Prior to that, from 2004 to 2009, Mr. Woods served as Senior Vice President and Chief Financial Officer of IKON Office Solutions, Inc., a document management systems and services public company. Mr. Woods served as a director of Insight Enterprises, Inc. from 2009 to 2011.

Skills and Qualifications:

Senior Level Management Experience: Former Chief Financial Officer of SunGard Data Systems, Inc., a financial software solutions and services public company, and IKON Office Solutions, Inc, a document management systems and services public company

Experience in CSC’s Business Areas: Extensive executive experience in the general public sector

Financial Literacy: Extensive experience in corporation finance and accounting, including as former Chief Financial Officer of two publicly traded companies and service as an audit committee member of another publicly traded company


 
     

Lizabeth H. Zlatkus
Age: 57
Director Nominee

     
Public Directorships:
Boston Private Financial Holdings, Inc.
Legal & General Group PLC
     

Ms. Zlatkus has served as a member of the Boston Private’s Board of Directors since July 2015. Ms. Zlatkus also serves as a Director on the Board of Legal & General Group (FTSE 100), which she joined in December 2013. She has served on the Pennsylvania State University Business School Board since September 2003 and has served on the Connecticut Science Center Trustee Board since December 2010. Ms. Zlatkus held many senior leadership positions during her tenure at The Hartford Financial Services Group from 1983 to 2011. These included her role as Chief Financial Officer and Chief Risk Officer of the Firm, as well as Co-President of Hartford Life Insurance Companies. Ms. Zlatkus was selected as an Alumni Fellow of The Pennsylvania State University in 2003.

Skills and Qualifications:

Senior Level Management Experience: Former Chief Financial Officer of The Hartford Financial Services Group

International Business Experience: Led an international business division for The Hartford Financial Services Group

Public Company Governance Experience: Experience as a director of Legal & General Group PLC and Boston Private Financial Holdings, Inc.

Financial Literacy: Extensive experience in corporation finance and accounting, including service as an audit committee member of two publicly traded companies

 

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Set forth below is a chart of the specific qualifications, attributes, skills and experience of the Board as a whole. While we look to each director or nominee to be knowledgeable in these areas, and “●” indicates that an item is a specific qualification, attribute, skill or experience that the director brings to the Board, the lack of a “●” for a particular item does not mean that the director or nominee does not possess that qualification, attribute, skill or experience:

Summary of Director Qualifications and Experience

     

Professional and Personal Ethics and Values is important given the critical role that ethics plays in the success of our business

Senior Level Management or Operations Experience signifies strong leadership qualities and an understanding of operating plans and strategies

Government and Public Policy Experience is relevant to the Company’s role as a major government contractor

Major Academic Institution Experience brings perspective regarding organizational management and academic research relevant to the Company’s business

Public Company Governance Experience supports our goals of strong accountability, transparency and protection of stockholder interests

International Business Experience is important in understanding and reviewing our global business and strategy

Experience in CSC’s Business Areas is relevant to an understanding of the industries served by the Company

Financial Literacy and Expertise is important in understanding and overseeing our financial reporting and internal controls

Independence is important to insure the effective oversight of management of the Company

The Board of Directors recommends a vote FOR each of its ten director nominees.

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CERTAIN LITIGATION

As previously disclosed, on January 28, 2011, the Company was notified by the Division of Enforcement of the SEC that it had commenced a formal civil investigation. That investigation covered a range of matters as previously disclosed by the Company, including certain of the Company’s prior disclosures and accounting determinations. During the first quarter of fiscal 2016, the Company’s previously agreed upon settlement with the SEC was formally approved by the SEC and became effective on June 5, 2015.

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STOCK OWNERSHIP

The following table provides information on Common Stock beneficially owned as of June 13, 2016, by:

each person or group believed by the Company to own beneficially more than 5% of the outstanding Common Stock;

each of the six executive officers named in the Summary Compensation Table under “Executive Compensation,” appearing further below in this proxy statement (the “Named Executive Officers” or the “NEOs”);

each of the current directors of the Company;

each director nominee; and

all executive officers and directors, as a group.

Unless otherwise indicated, each person or group has sole voting and investment power with respect to all shares beneficially owned.

Number of
Shares Percent of
Name and Address of Beneficial Owner1 Beneficially Owned Class
The Vanguard Group, Inc.         11,222,121 2         8.06% 2
       100 Vanguard Blvd.
       Malvern, Pennsylvania 19355
BlackRock, Inc. 10,337,514 3 7.42% 3
       40 East 52nd Street
       New York, NY 10022
 
J. Michael Lawrie 1,172,957 4 5
Paul N. Saleh 273,664 4 5
William J. Deckelman, Jr. 211,050 4 5
Stephen J. Hilton 66,376 4 5
James R. Smith 138,071 4 5
David W. Zolet 178,079 4 5
Mukesh Aghi 4,500 6 5
Herman E. Bulls 4,500 6 5
Bruce B. Churchill 8,787 6 5
Mark Foster 6,087 6 5
Sachin Lawande 6,487 6 5
Brian P. MacDonald 14,387 6 5
Peter Rutland 5,600 6 5
Robert F. Woods 5,600 6 5
Lizabeth H. Zlatkus _ 6 5
All executive officers and directors of the Company,
       as a group (17 persons)                       2,123,897 4,6,7              1.53%
____________________

1. Unless otherwise indicated, the address of each person or group is c/o Computer Sciences Corporation, 1775 Tysons Boulevard, Tysons, Virginia 22102.
     
2. Based solely on information contained in Schedule 13G, Amendment No. 6, filed by The Vanguard Group (“Vanguard”) with the SEC on February 11, 2016. Vanguard has sole voting power over 99,463 shares, sole dispositive power over 11,130,758 shares, and shared dispositive power over 91,363 shares.

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3. Based solely on information contained in Schedule 13G, Amendment No. 3, filed with the SEC on January 26, 2016 by BlackRock, Inc. (“BlackRock”). The Schedule 13G provides that (i) BlackRock is a parent holding company or control person and (ii) BlackRock, through its subsidiaries identified therein, has sole voting power over 9,608,762 shares and sole dispositive power over 10,337,514 shares.
     
4.

With respect to Messrs. Lawrie, Saleh, Deckelman, Hilton, Smith, Zolet and all executive officers and directors of the Company as a group, includes 760,143; 180,378; 165,684; 49,274; 94,281; 123,170; and 1,372,930 shares of common stock, respectively, subject to employee options which were outstanding on June 13, 2016, and currently are exercisable or which are anticipated to become exercisable within 60 days thereafter. These shares have been deemed to be outstanding in computing the Percent of Class.

With respect to Messrs. Lawrie, Saleh, Deckelman, Hilton, Smith, Zolet and all executive officers and directors of the Company as a group, includes 43,851; 14,032; 6,763; 17,102; 17,590; 11,227; and 110,565 shares of unvested restricted stock units outstanding on June 13, 2016 which are anticipated to vest within 60 days thereafter. Holders of unvested restricted stock units have sole voting power, but no investment power, with respect thereto.

 
With respect to Messrs. Lawrie, Saleh, Deckelman, Hilton, Smith, Zolet, and all executive officers and directors of the Company, as a group, includes 0; 439; 4; 0; 0; 0; and 443 shares of common stock, respectively, which are held for the accounts of such persons under the Company’s Matched Asset Plan and with respect to which such persons had the right, as of June 13, 2016, to give voting instructions to the Committee administering the Plan.
 
5. Less than 1%.
 
6. With respect to, Mr. Aghi, Mr. Bulls, Mr. Churchill, Mr. Foster, Mr. Lawande, Mr. MacDonald, Mr. Rutland, Mr. Woods, Ms. Zlatkus and all directors of the Company, as a group, includes (i) 0; 0; 3,987; 1,287; 1,687; 9,587; 0; 0 ; 0; and 16,548, respectively, shares of Common Stock held outright as of June 13, 2016; and (ii) and 4,500; 4,500; 4,800; 4,800; 4,800; 4,800; 5,600; 5,600; 0; and 39,400 unvested RSUs which vest in full at the 2016 Annual Meeting and are automatically redeemed for CSC stock and dividend equivalents. These shares have been deemed to be outstanding in computing the Percent of Class.
 
7. The executive officers and directors, as a group, have sole voting and investment power with respect to 1,973,932 shares.

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AUDIT COMMITTEE REPORT

The Audit Committee reviewed and discussed with management and Deloitte & Touche LLP, the Company’s independent auditors, the Company’s audited financial statements for the Fiscal Year ended April 1, 2016, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and Deloitte & Touche LLP’s evaluation of the Company’s internal control over financial reporting. The Audit Committee also discussed with the independent auditors the materials required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee received from Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the PCAOB, and discussed with them their independence.

Based on such review and discussions, the Audit Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the Fiscal Year ended April 1, 2016 for filing with the SEC.

The Audit Committee also appointed Deloitte & Touche LLP as the Company’s independent auditors for the Fiscal Year ending March 31, 2017, and recommended to the Board of Directors that such appointment be submitted to the Company’s stockholders for ratification.

Brian P. MacDonald, Chair
Robert F. Woods
Peter Rutland
J. Michael Lawrie, ex-officio

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EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Discussion and Analysis set forth below discusses the Company’s executive compensation programs and policies. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Mark Foster, Chair
Mukesh Aghi
Sachin Lawande
J. Michael Lawrie, ex-officio

Compensation Discussion and Analysis

The Compensation Committee (the “Committee”) and our Board of Directors are responsible for our executive compensation philosophy and program, which are described in this Compensation Discussion and Analysis (the “CD&A”). The CD&A also describes our Fiscal 2016 compensation decisions and the factors we considered in making those decisions. The CD&A focuses on the compensation of our Fiscal 2016 Named Executive Officers (“NEOs”):

J. Michael Lawrie, President and Chief Executive Officer
 

Paul N. Saleh, Executive Vice President and Chief Financial Officer
 

William J. Deckelman, Jr., Executive Vice President, General Counsel and Secretary
 

Stephen J. Hilton, Executive Vice President and General Manager, Global Infrastructure Services
 

James R. Smith, Executive Vice President, Global Business Services
 

David W. Zolet, Executive Vice President and General Manager, Americas Region


Executive Summary

Approval of the Company’s Fiscal 2015 Executive Compensation on an Advisory Basis

At our most recent annual meeting of stockholders, held on August 14, 2015, approximately 80.9% of the votes cast (excluding abstentions and broker non-votes) voted on an advisory basis to approve our executive compensation program for the fiscal year ended April 3, 2015 (“Fiscal 2015”). The Committee took into account the results of this advisory vote in maintaining the same overall design of the Fiscal 2016 executive compensation program described below.

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Fiscal 2016 Executive Compensation Programs

Our executive compensation programs are designed to reflect our “pay for performance” philosophy and provide our executives with appropriate incentives to manage the Company in the stockholders’ interests. The Committee reviews our compensation policies and practices each year to ensure that the programs provide our executives with an appropriate mix of market-competitive compensation opportunities.

As explained in more detail below, the Committee considered a number of factors in setting Fiscal 2016 compensation opportunities for our NEOs, with an emphasis on continuation of the transformation that was begun by Mr. Lawrie and his senior management team in Fiscal 2013. Consistent with that strategy, the Committee generally maintained the focus on increasing profitability and stockholder value and retained the same basic structure of the executive compensation program as it used in Fiscal 2015.

In November 2015, we completed the separation of our U.S. public sector business (the “Separation”), which became a new publicly traded company under the name CSRA Inc. (“CSRA”). During the brief six months following our announcement of the Separation in May 2015, all of our employees, including our executive officers, worked incredibly hard to make the Separation and the subsequent merger of our U.S. public sector business with SRA, Inc. (the “Merger”) a success. At the time of the Separation, we made certain adjustments to our Fiscal 2016 executive compensation program to reflect the Separation and the special cash dividend that was paid in connection with the Separation, including adjustments to the performance goals under our Employee Incentive Compensation Plan (“EICP”) and Fiscal 2016 performance-vested restricted stock unit (“PSU”) awards. In connection with the Separation, we also made certain adjustments to the terms of outstanding equity awards held by our executive officers and other employees granted in Fiscal 2016 and prior years. These adjustments are further described under the section entitled “Effect of Separation on Outstanding Equity Awards,” below.

In addition, in recognition of senior management’s extraordinary efforts and successful leadership in executing the Separation and the Merger and as a further incentive to continue the next phase of the Company’s transformation, in December 2015 the Company granted each of the NEOs performance-based retention awards in the form of PSUs that vest subject to the achievement of certain diluted earnings-per-share from continuing operations (“EPS”) goals for our 2018 fiscal year (“Fiscal 2018”) and, in Mr. Lawrie’s case, an additional component that vests based on achievement of an EPS hurdle for our 2017 fiscal year (“Fiscal 2017”) and his performance with respect to certain organizational goals of the Company by the end of Fiscal 2017. These awards are further described under sections entitled “Fiscal 2016 Performance-Based Retention Awards,” below.

The Committee also reviewed a company-wide risk assessment of compensation programs, which revealed no material risks that may adversely affect the Company. See “Corporate Governance – Compensation and Risk” above for details.

Pearl Meyer & Partners (“PM&P”) continued to serve as the Committee’s independent compensation consultant in Fiscal 2016. In addition to advising the Committee on general executive compensation pay practices, PM&P was instrumental in reviewing the peer group of companies used by the Committee to assess the competitiveness of our executive pay levels and practices. In August 2015, the Committee revised our peer group in anticipation of the Separation. Our revised peer group consists of 13 companies, with median revenues for these companies of approximately $7.2 billion, compared to our revenues of approximately $7.1 billion for Fiscal 2016.

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Fiscal 2016 Executive Compensation and Pay for Performance

The Company’s strong performance in Fiscal 2016 reflects the continuing success of the transformation implemented by Mr. Lawrie and his senior leadership team. Our Fiscal 2016 accomplishments include the successful completion of the Separation and Merger and several other strategic transactions which have positioned the Company for long-term growth and success.

In the prior three years, our leadership has focused on turning around the Company. The Separation announced in May marked a strategic next step in our transformation journey. The separation of the U.S. government business and merger with SRA International accelerated our transformation and positioned both CSC and CSRA to drive innovation, growth and leadership as two pure-play leaders focused on the interests of clients, partners, employees and shareholders. The Separation was achieved in six months’ time and accomplished with a minimum of disruption to the existing business. We returned significant capital to stockholders, including concurrent special cash dividends paid by CSC and CSRA, which in the aggregate totaled $10.50 per share. Our ability to accomplish these large and complex transactions in a six-month period is a testament to the skill and dedication of our employees and the leadership of our executive team.

In addition to the Separation and Merger, other significant achievements include:

Total shareholder return (TSR) was 23.78% for Fiscal 2016. Our cumulative three-year TSR (Fiscal 2014 through Fiscal 2016) was 68.72%, compared to 39.8% for the S&P 500 and 58.7% for the S&P North American Technology Index for the same period.
 

We formed the CeleritiFinTech joint venture with HCL to help us seize a significant growth opportunity in banking platform modernization.
 

We launched training certification programs on how to design, deploy and operate applications and infrastructure on our partners’ technologies, such as the AWS cloud-computing platform.
 

We streamlined our portfolio from more than 2,000 offerings to 15 standard offering families and simplified our operating model.
 

We successfully completed the acquisitions of Fruition Partners, Fixnetix, UXC International and, most recently, Xchanging.
 

We returned $603 million to shareholders in Fiscal 2016, including $430 million in common stock dividends and $173 million of share repurchases.
 

Mr. Lawrie and his leadership team have established a global set of CLEAR (Client-focused, Leadership, Executive excellence, Aspiration and Results) values to drive a strong performance culture. Though these values, we have emphasized a return to profitability by demonstrating fiscal responsibility and aligning the executive team to this one overriding goal.

By design, compensation paid to our NEOs reflects the performance of the Company, including the above accomplishments for the fiscal year. Highlights of the strong tie between pay and performance include the following:

Annual Cash Incentive Payments under the EICP: Except for Mr. Hilton (who was entitled to a guaranteed bonus for Fiscal 2016 as an inducement to join the Company), none of our NEOs received an annual incentive payout under the EICP for Fiscal 2016 due to the Company’s failure to achieve 80% of its Separation-adjusted Operating Income target for Fiscal 2016. However, in order to recognize and reward their efforts and leadership in executing the Separation and Merger


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of CSRA in Fiscal 2016, the Committee approved discretionary transaction success bonuses to certain key executives, including Messrs. Lawrie, Saleh and Deckelman. See “Fiscal 2016 Transaction Success Bonus,” below.
 

PSU Vesting: At the time of the Separation, the performance periods with respect to the PSUs granted in our 2014 fiscal year (“Fiscal 2014 PSUs”) and 2015 fiscal year (“Fiscal 2015 PSUs”) were ended, and the EPS goals with respect to our Fiscal 2014 and Fiscal 2015 PSUs were deemed to have been achieved at the 200% (maximum) and 100% (target) levels, respectively. 150% of the Fiscal 2014 PSUs (i.e., the maximum 200% less the 50% that had previously been earned and vested based on our EPS performance for our 2014 and 2015 fiscal years) were earned and vested at the time of the Separation. Of the 75% of the Fiscal 2015 PSUs that were deemed to have been earned at the time of the Separation (i.e., the target 100% less the 25% that had previously been earned and vested based on our EPS performance for our 2015 fiscal year), 45% of the Fiscal 2015 PSUs were vested at the time of the Separation and the remaining 30% were converted into service-based RSUs that vest in two equal 15% halves at the end of Fiscal 2016 and our 2017 fiscal year, subject to each holder’s continued employment. Based on the Fiscal 2016 diluted non-GAAP Earnings Per Share from continuing operations of $2.57*, 25% of the Fiscal 2016 target PSUs vested after the end of Fiscal 2016. See “Long-Term Incentive Compensation - Performance Share Units” and “Effect of Separation on Outstanding Equity Awards” below for details.
 

Fiscal 2015 CEO Performance Award Vested: In July 2014, we awarded Mr. Lawrie a special PSU award subject to one-year cliff vesting based on achievement of certain financial, governance and organizational goals and Mr. Lawrie’s continued employment. In July 2015, the Compensation Committee determined that Mr. Lawrie had achieved the goals and the award was vested at 100%. See “Vesting of 2015 CEO Performance Award,” below for details.

____________________

*      Represents Earnings Per Share from continuing operations for Fiscal 2016 determined in accordance with GAAP of $0.50, excluding $(0.38) from certain CSRA overhead costs, $0.16 of U.S. Pension & OPEB impacts related to our separation from CSRA, $(0.85) of separation, restructuring & other transaction costs, $(0.57) of pension & OPEB actuarial & settlement losses, $(0.02) of SEC settlement-related items, $(0.42) in debt extinguishment costs, and $0.03 of tax valuation allowance impacts.

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Fiscal 2016 Direct Compensation

Total Direct Compensation

The following chart summarizes the characteristics and primary purpose of each element of our executive compensation program. The first three of these elements comprise “Total Direct Compensation.”

Compensation Element       Characteristics       Primary Purpose

Base Salary

Annual fixed cash compensation.

Provide a fixed amount of cash compensation based on individual performance, experience, skills, responsibilities and competitive pay levels.

Annual Cash Incentives

Annual variable cash compensation determined by Company financial performance, attainment of strategic objectives, and individual performance.

Motivate and reward the achievement of annual financial and other operating objectives and individual performance that drive stockholder value over time.

Long-Term Incentives

Long-term equity awards generally granted annually as a combination of stock options and Performance Share Units.

Motivate and reward profitable growth and increase in share price over time and align with stockholders. Align pay with CSC’s performance over multi-year overlapping performance cycles.

Post-Employment Benefits

Retirement and deferred compensation plans and “career” equity awards.

Offer competitive retirement compensation designed to attract and retain mid- and late-career senior executives.

Severance/Change-in-Control

Contingent short-term compensation.

Provide assurance of short-term compensation continuity to allow executives to remain focused on stockholder interests in a dynamic environment.

Perquisites and Benefits

Limited perquisites and health and welfare benefits.

Provide business-related benefits consistent with competitive practice to enhance executive work efficiency.


The Committee makes decisions regarding each element of Total Direct Compensation. Because our focus is on performance, the Committee does not consider aggregate amounts earned or benefits accumulated by an executive from prior service with the Company as a significant factor in making compensation decisions. To assess the competitiveness of the Total Direct Compensation opportunity and each of its components (base salary, annual cash incentives, and long-term incentives) for our CEO and other NEOs, these components are compared to the market median for similarly situated executives in companies against which we compete for executive talent. Please see “Compensation Framework – Review of Market Compensation Data” below for a discussion of our peer group and other data used to assess the competitive market.

The market competitiveness of our pay opportunities is just one factor that the Committee reviews in evaluating our executive compensation programs. Additional factors may include the Company’s performance (including its transformation strategy and management performance in executing that strategy) and individual factors such as an employee’s level of responsibility, experience, succession prospects and individual performance.

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Mr. Lawrie’s Employment Agreement. Mr. Lawrie joined CSC in March 2012, and his annual compensation opportunity is governed by his employment agreement. Pursuant to the employment agreement, we agreed to employ Mr. Lawrie as our President and Chief Executive Officer through March 31, 2017 at a minimum annual base salary of $1,250,000 and an annual bonus with a target opportunity of 150% of base salary and a maximum amount of 300% of base salary. In respect of each fiscal year which commences during the term of his employment agreement, Mr. Lawrie also will receive time-vesting stock options with an aggregate value equal to 280% of base salary and performance share units with an aggregate value of 420% of base salary, in each case on terms and conditions that are generally consistent with those applicable to awards granted to other senior executive officers of the Company. The employment agreement also provides for severance benefits described below. Finally, Mr. Lawrie generally is eligible to participate in the Company’s employee benefits plans on the same basis as all other executives. Mr. Lawrie reports directly to the Board of Directors, and his salary and target incentive are subject to annual review and increase by the Board.

Base Salary

General. Base salary is the only fixed component of our NEOs’ compensation and constitutes a small percentage of Total Direct Compensation. Base salary is determined by the level of responsibility assumed by an executive, experience, performance and competitive pay practices. Base salary adjustment decisions also consider promotions, changes in responsibilities, performance, succession prospects, Company merit pay budgets and market trends. At the beginning of each fiscal year, the Committee reviews the base salary for each NEO and determines base salary adjustments, if any. The Committee considers how base salary adjustments affect annual cash incentive opportunities and long-term incentive grant values, as both are defined as a percentage of base salary.

Fiscal 2016 Compensation. For Fiscal 2016, the Committee maintained the same base salaries as in effect during Fiscal 2015 for Messrs. Lawrie, Saleh, Deckelman and Smith and increased Mr. Zolet’s base salary by 4.6%, from $621,500 to $650,000, reflecting his NPS and Americas Region performance. Mr. Hilton was hired toward the end of Fiscal 2015 and his base salary for FY2016 was established when he was hired based on the factors described above.

The following table presents the Fiscal 2016 annualized and actual base salaries for each of our NEOs and the percentage the actual base salary represents in Target Total Direct Compensation.

Percentage
Annualized Actual of Target
Named Executive       Fiscal 2016       Fiscal 2016       Total Direct
Officer Base Salary ($) Base Salary ($) Compensation
J. Michael Lawrie 1,250,000 1,250,000 11%
Paul N. Saleh 700,000 700,000 17%
William J. Deckelman, Jr. 539,700 539,700 22%
Stephen J. Hilton 650,000 650,000 14%
James R. Smith 650,000 650,000 21%
David W. Zolet 650,000 643,423 20%

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Annual Incentive Compensation Plan

The EICP is an annual cash bonus plan, which is designed to take into account a variety of factors, including Company financial performance, the performance of an NEO’s business unit, the NEO’s contribution to the achievement of the Company’s strategic objectives, the NEO’s individual performance and client satisfaction. Awards under the EICP therefore are directly linked to Company and individual performance.

Target EICP Awards. The Committee establishes a target award percentage for each NEO, representing a percentage of base salary, and an associated target award value. Each NEO’s target award value is established in consideration of market practices, individual scope of responsibility and expected contribution. The table below reflects the Fiscal 2016 target award percentage, the corresponding target award value, and the target award value as a percentage of target Total Direct Compensation. For Fiscal 2016, the Committee maintained the same target award opportunities (as a percentage of base salary) as in Fiscal 2015 for Messrs. Lawrie, Saleh, Deckelman, Smith and Zolet. Mr. Hilton was hired toward the end of Fiscal 2015 and his target award opportunity for Fiscal 2016 was established when he was hired based on the factors described above.

Percentage of
Named Executive Target EICP Target EICP Target Total Direct
Officer Percentage Value ($) Compensation
J. Michael Lawrie       150%       1,875,000       16%
Paul N. Saleh 100% 700,000 17%
William J. Deckelman, Jr. 100% 539,700 22%
Stephen J. Hilton 100% 650,000 14%
James R. Smith 100% 650,000 21%
David W. Zolet 100% 650,000 20%

How the EICP Works. EICP awards are earned based on performance relative to targeted financial (Operating Income, Cash Flow and Revenue) goals, weighted 60%; strategic objectives, weighted 20%; and customer satisfaction objectives, weighted 20%, and are subject to further discretionary modification for individual performance. The Committee has given prominent weight to client satisfaction as a performance measure to help foster a client-focused, metric-driven culture within the Company.

In order to emphasize profitability, the Company must achieve at least 80% of its Operating Income (“OI”) goal before any EICP payments are made. In addition, assuming this threshold level is achieved, the percentage achievement of the OI goal also serves as a multiplier or “funding factor” which is applied to the percentage achievement of the EICP financial metrics as a whole to determine the overall score for the financial metrics portion of the EICP, up to a maximum of 200%.

Weighted financial metric performance (as adjusted by the OI funding factor), plus weighted strategic metric performance, plus weighted customer satisfaction metric performance determine the initial payout score, which is then adjusted for individual performance and multiplied by an NEO’s target award to reach the final EICP payout amount.

Special rules apply for executives who are subject to Section 162(m) of the Internal Revenue Code (“Section 162(m)”). If the Company achieves 80% of its OI goal for the year, each executive subject to Section 162(m) becomes eligible to receive the maximum possible EICP payout. However, to ensure the EICP operates the same way for all executives, the Committee then exercises “negative discretion” to reduce the executive’s EICP payment based on actual performance with respect to the financial and other metrics described in this section.

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Fiscal 2016 Financial Metrics. All NEOs are measured against corporate financial performance. Management recommends specific targets for financial measures, which are reviewed by the Committee. The Board provides final approval (subject to certain adjustments). The table below describes the corporate financial measures, weightings and goals used in determining the Fiscal 2016 EICP awards for the NEOs, prior to adjustment for the Separation. For each of the pre-adjustment financial measures, the Fiscal 2016 goals represented an increase over Fiscal 2015 actual results as shown in the table.

Pre-Adjustment
Fiscal 2016
Financial Financial Fiscal 2015
Measures Targets Results
(Weightings) Purpose (millions) (millions)**
Revenue (30%)       Primary measure of growth which requires expansion of current business, capture of new business and conversion into a revenue stream.                       $ 12,731                 $ 12,330
 
Operating
     Income* (40%)
Key component of profitability that reflects revenue growth, investments, cost takeout and operational efficiencies. $ 1,406 $ 1,351
 
Free Cash
     Flow (30%)
Key component of Company valuation reflecting liquidity, profitability, improved working capital management and capital efficiency. $ 800 $ 717
____________________
 
*      Operating Income must be at least 80% of target for any NEO to receive any EICP payment.
 
** Fiscal 2015 Revenue results represent Fiscal 2015 revenue calculated in accordance with GAAP as reported in our Annual Report on Form 10-K for Fiscal 2015, adjusted for differences in currency exchange rates used to calculate the target. Fiscal 2015 Operating Income is defined as revenue less cost of services, depreciation and amortization expense and segment G&A expense, excluding corporate G&A, adjusted for special items (including proposed SEC settlement costs, a fourth quarter valuation allowance release, a fourth quarter special restructuring expense, and mark-to-market year-end revaluations) and differences in currency exchange rates used to calculate the target. Fiscal 2015 Free Cash Flow is defined as the sum of operating cash flow, investing cash flow (excluding business acquisitions, dispositions and investments (including short-term investments and purchase or sale of available for sale securities)) and payments on capital leases and other long term asset financings. All numbers are prior to adjustment for the Separation.

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Financial Metric Performance Scale. For Fiscal 2016, the Committee established the following scale of “payout percentages” to assess performance against the financial goals described above, including for purposes of determining the OI funding factor applicable to the financial metrics. This scale applies to all NEOs, with a threshold 50% payout level for achievement at 80% of target extending to a maximum 200% payout level for achievement at or above 135% of target.

Fiscal 2016 EICP
Payout Scale on Financial Achievement

% of OI Goal

Financial Metrics-Separation-Related Adjustments. In connection with the Separation, the Committee adjusted the financial metric targets for the Fiscal 2016 EICP to take into account the impact of the Separation of the Company’s US public sector business on our projected revenue, OI and free cash flow for Fiscal 2016. The revised Fiscal 2016 financial metric targets after adjusting for the effect of the Separation are as follows:

Financial Measures Adjusted Fiscal 2016
(Weightings)       Financial Targets (millions)
Revenue (30%)                                       $ 8,573
Operating Income (40%) $ 709
Free Cash Flow (30%) $ 400

Fiscal 2016 Strategic and Customer Satisfaction Metrics. Management also recommends a set of strategic objectives for review by the Committee and approval by the Board. These objectives are intended to emphasize critical components of the Company’s transformation strategy, including a cost takeout program, rationalizing the business around certain core segments, improving operating margins, improving cash flow, improving profitability, advancing the Company’s strategy to provide “next gen” services through leveraging CSC’s capabilities with strategic partners, completing strategic acquisitions, enhancing the skill sets of employees through new leadership and training, returning cash to stockholders and improving client satisfaction.

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For the customer satisfaction metric, the Committee generally establishes the customer responses to its prior year survey as a baseline, and sets improvement goals over that baseline for the Company as a whole and for specific business units and regions. We use the Net Promoter Score (NetPS) system to evaluate customer satisfaction. No payouts of the customer satisfaction component are made unless at least 50% of our solicited customers respond to the survey.

Annual Incentive Compensation Plan: Fiscal 2016 Results

Company Financial Performance. At the end of Fiscal 2016, the Committee reviewed the Company’s financial performance against the applicable performance measures and determined that the Company failed to achieve at least 80% of the Separation-adjusted Fiscal 2016 OI target. As a result, none of the NEOs were entitled to receive an EICP payment for Fiscal 2016.

Fiscal 2016 Transaction Success Bonus

In spite of the Company’s failure to achieve 80% of the Separation-adjusted OI target for Fiscal 2016, the Committee, recognizing the tremendous efforts and leadership demonstrated by our executive team in successfully accomplishing the Separation and Merger of CSRA in Fiscal 2016, decided to grant discretionary transaction success bonuses to certain key executives. The Separation and Merger represented an extremely large and complex undertaking in a relatively short-time frame of roughly six months from announcement to completion, splitting a global entity with over $12 billion in annual revenues and over 70,000 employees in 60 different countries (as of fiscal 2015 year-end) into two independent, publicly traded pure-play market leaders. The Separation and Merger were completed on-time and without substantial disruptions to customers, partners, or employees. Behind the scenes, our employees worked tirelessly to establish the new legal, financial, IT and governance systems and infrastructure necessary to make the Separation and Merger a success. In light of their support and leadership in successfully completing the Separation and Merger, the Committee approved discretionary transaction success bonuses to certain key executives, including (among the NEOs) to Messrs. Lawrie, Saleh and Deckelman in the amounts of $2,250,000, $770,000 and $300,000, respectively.

In addition, Mr. Hilton was entitled to a guaranteed bonus for Fiscal 2016 in the amount of 50% of his Fiscal 2016 EICP target bonus, or $325,000, pursuant to the terms of his offer letter. Although the Company does not typically guarantee bonuses to newly hired executives, the Committee felt it necessary to make an exception in Mr. Hilton’s case in order to attract him to the Company. Although initially contemplated as a cash award, the Committee decided to pay half of the guaranteed bonus in cash and half in the form of service-based RSUs that vest on the first anniversary of the grant date, to align with the terms of the Fiscal 2017 retention awards granted to certain other executives, including Messrs. Smith and Zolet as described under “Fiscal 2017 Retention Awards” below.

Long-Term Incentive Compensation

General. Long-term incentive (“LTI”) compensation is the largest component of executive compensation for our NEOs. For Fiscal 2016, our regular cycle LTI awards continued to consist of grants of service-vested stock options (“Stock Options”), weighted 40%, and PSUs with a three-year performance cycle, weighted 60%.

At the beginning of each fiscal year, the Committee establishes a target LTI grant value for each NEO, expressed as a percentage of base salary, and the relative mix of award types. Individual target LTI grant values are determined in light of market practices, and actual award levels reflect individual performance and succession considerations. The Committee follows a similar process for new executives who join the Company during the fiscal year.

Fiscal 2016 LTI Target Percentage. The following table presents the Fiscal 2016 target LTI grant values for our regular-cycle LTI awards, the target LTI percentage and long-term incentives as a percentage of target total direct compensation. The LTI target opportunities for Messrs. Lawrie, Saleh and Deckelman were the

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same in Fiscal 2016 as in Fiscal 2015. The Fiscal 2016 LTI target opportunity for Mr. Zolet was increased from 250% to 300% of base salary reflecting his NPS and Americas Region performance. Mr. Smith’s normal LTI target opportunity is 300% of base salary; however, his actual LTI target opportunity for Fiscal 2016 was reduced to 275% of base salary, reflecting the Committee’s assessment of his performance. Mr. Hilton was hired toward the end of Fiscal 2015 and his normal LTI target opportunity for Fiscal 2016 of 300% of base salary was established when he was hired based on the factors described above. In addition, Mr. Hilton was granted a one-time addition to his Fiscal 2016 LTI award opportunity of 225% of base salary, for a total combined LTI award opportunity for Fiscal 2016 of 525% of base salary, as an inducement to accept employment with us.

Percentage of
Annualized Target Total
Named Executive Base Target LTI   Target LTI Direct
Officer       Salary ($)       Percentage         Value ($)       Compensation
J. Michael Lawrie 1,250,000 700% 8,750,000 74%
Paul N. Saleh 700,000 400% 2,800,000 67%
William J. Deckelman, Jr. 539,700 250% 1,349,250 56%
Stephen J. Hilton 650,000 525% * 3,412,500 72%
James R. Smith 650,000 275% 1,787,500 58%
David W. Zolet 650,000 300% 1,950,000 60%
____________________

*       Includes a one-time addition to Mr. Hilton’s Fiscal 2016 LTI award opportunity of 225% of base salary, on top of his normal award opportunity of 300% of base salary, as an inducement to accept employment with us.

Stock Options. Stock Options (comprising 40% of each NEO’s target LTI award) provide value to executives only if the market value of our common stock appreciates over time. The exercise price for each Stock Option is the closing price of our common stock on the grant date. One-third of the Stock Options vest and become exercisable on each of the first three anniversaries of the grant date.

Performance Share Units. PSUs (comprising 60% of each NEO’s target LTI award) provide an opportunity for our executives to earn common stock if targeted performance goals are met over a three-year performance period. Performance is measured based on the Company’s EPS. The Committee believes that EPS, aside from being a key measure of stockholder value, serves as the best measure of performance and profitability in light of the Company’s multi-year transformation strategy.

For each award, EPS performance is measured over the last year in the three-year performance period. The Committee establishes threshold, target and maximum EPS goals, at which 50%, 100% and 200%, respectively, of the target PSUs may vest. Vesting is interpolated for EPS performance between these goals. No PSUs vest if EPS performance is below the threshold goal.

In addition, each award also provides an opportunity for accelerated vesting based on EPS performance in the first and second years of the performance period, in order to recruit, retain and motivate progress toward multiyear transformation goals. 25% of the target PSUs may vest at the end of the first year of the performance period if our EPS for that year equals or exceeds the threshold EPS goal for the award. In addition, 25% of the target PSUs may vest at the end of the second year of the performance period if our EPS for that year equals or exceeds the threshold EPS goal (if not achieved after year one) or if our EPS performance for the second year equals or exceeds the EPS goal at which 75% of the target PSUs vest (if partial vesting occurred after year one). Up to 200% of the target PSUs, less any PSUs which vested in years one or two, may vest at the end of the third year of the performance period, subject to our EPS performance for that year.

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Fiscal 2016 PSUs. Each NEO was granted a target number of Fiscal 2016 PSUs as set forth in the “Fiscal 2016 Regular-Cycle Long-Term Incentive Awards” table below. Between 0% and 200% of the target Fiscal 2016 PSUs will vest at the end of Fiscal 2018 based on our EPS performance for Fiscal 2018. The threshold EPS goal (at which 50%, and below which 0%, of the target Fiscal 2016 PSUs will vest) was set by the Committee at $5.15 prior to the Separation. To reflect the effects of the Separation, the Committee subsequently adjusted the threshold EPS goal for the Fiscal 2016 PSUs to $2.50 per share, subject to further adjustment to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, and unusual or infrequently occurring events or transactions.

The Fiscal 2016 PSUs also provide an opportunity for partial vesting in years one and two of the performance period, as described above. One-quarter of the target PSUs vested at the end of Fiscal 2016 because our Fiscal 2016 non-GAAP EPS of $2.57* exceeded the Separation-adjusted EPS threshold goal of $2.50. If our EPS in Fiscal 2017 equals or exceeds the EPS goal at which 75% of the target PSUs may vest, an additional 25% of the target PSUs will vest at the end of Fiscal 2017. Up to 200% of the target PSUs, less any PSUs which received accelerated vesting for Fiscal 2016 or Fiscal 2017, will vest at the end of Fiscal 2018, subject to EPS performance for Fiscal 2018.
____________________

*       Represents Earnings Per Share from continuing operations for Fiscal 2016 determined in accordance with GAAP of $0.50, excluding $(0.38) from certain CSRA overhead costs, $0.16 of U.S. Pension & OPEB impacts related to our separation from CSRA, $(0.85) of separation, restructuring & other transaction costs, $(0.57) of pension & OPEB actuarial & settlement losses, $(0.02) of SEC settlement-related items, $(0.42) in debt extinguishment costs, and $0.03 of tax valuation allowance impacts.

Fiscal 2016 Long-Term Incentive Awards. The target award value and the number of shares granted for each element of our regular-cycle LTI compensation for Fiscal 2016 is set forth in the table below.

Fiscal 2016 Regular-Cycle Long-Term Incentive Awards

Performance
Stock Options Share Units
Target Target Stock Target Target Share
Long-Term Award Value Options Award Units
Named Executive Officer       Incentives ($)       ($)       (#)       Value ($)       (#)
J. Michael Lawrie 8,750,000 3,500,000 170,051 5,250,000 78,687
Paul N. Saleh 2,800,000 1,120,000 54,416 1,680,000 25,180
William J. Deckelman, Jr. 1,349,250 539,700 26,622 809,550 12,134
Stephen J. Hilton 3,412,500 1,365,000 66,320 2,047,500 30,688
James R. Smith 1,787,500 715,000 34,739 1,072,500 16,075
David W. Zolet 1,950,000 780,000 37,897 1,170,000 17,536

In accordance with CSC’s Equity Grant Policy, the target award values listed in the table above generally differ from the award values listed in the Summary Compensation Table. In order to determine the number of stock options to award, the target grant value for options is divided by the fair market value of an option determined by using the average closing price of CSC stock for the three-month period ending on the grant date and the Black Scholes option pricing model. The number of shares underlying our PSUs is also calculated by dividing the target grant value by the average closing price of CSC stock for the three-month period ending on the grant date. This method is employed to reduce the impact of stock price spikes, either positive or negative, when determining the number of shares underlying these awards. In contrast, the grant

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values in the Summary Compensation Table are determined using the grant date closing price, and the grant values for the PSUs in the Summary Compensation Table are based on the probable achievement of the performance goals at the time of grant, instead of target.

Fiscal 2016 Target Total Direct Compensation

The chart below displays the value of each element of target Total Direct Compensation described above for our NEOs. As noted above in the discussion of each element of compensation, the value of compensation actually realized will vary from the Committee’s targets based on our financial results and our stock price performance.

Target Annual Target Regular-
Named Executive Base Salary Cash Incentives Cycle LTI Grant Target Total Direct
Officer       ($)       ($)       Value ($)       Compensation ($)
J. Michael Lawrie 1,250,000 1,875,000 8,750,000 11,875,000
Paul N. Saleh 700,000 700,000 2,800,000 4,200,000
William J. Deckelman, Jr. 539,700 539,700 1,349,250 2,428,650
Stephen J. Hilton 650,000 650,000 3,412,500 4,712,500
James R. Smith 650,000 650,000 1,787,500 3,087,500
David W. Zolet 650,000 650,000 1,950,000 3,250,000

Fiscal 2016 Performance-Based Retention Awards

In recognition of senior management’s successful leadership in executing the Separation and Merger and as a further incentive to continue the next phase of the Company’s transformation, in December 2015 the Company granted each of the NEOs performance-based retention awards in the form of PSUs, in addition to the regular-cycle LTI awards discussed above. The target grant values and target number of PSUs granted pursuant to the awards are set forth in the table below:

Target Award Target Number
Named Executive Officer       Value ($)       of PSUs* (#)
J. Michael Lawrie 10,000,000 338,869
Paul N. Saleh 3,500,000 118,604
William J. Deckelman, Jr. 1,619,000 54,866
Stephen J. Hilton 2,600,000 88,106
James R. Smith 2,600,000 88,106
David W. Zolet 1,300,000 44,053
____________________

*       Determined in accordance with our Equity Grant Policy, which was modified in connection with the Separation to normalize the effect of using a combination of pre-Separation and post-Separation stock prices for purposes of determining the average three-month closing stock price for the period ending on the grant date.

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Mr. Lawrie’s PSU award vests subject to the achievement of certain financial and organizational performance goals. 37.5% of the award is tied to financial goals (the “Financial Component”). Between 0% and 100% of the Financial Component will vest on December 15, 2018 subject to Mr. Lawrie’s continued employment and our EPS performance for Fiscal 2018. 50% of the Financial Component will be eligible to vest if our EPS for Fiscal 2018 equals or exceeds the same Separation-adjusted EPS threshold of $2.50 applicable to our regular-cycle Fiscal 2016 PSU grants (“EPS Threshold”). The Financial Component will be eligible to vest up to a maximum of 100% if our Fiscal 2018 EPS equals or exceeds the same target EPS goal applicable to our regular-cycle Fiscal 2016 PSU grants (“EPS Target”). Vesting is interpolated within this range and no portion of the Financial Component will vest if we do not achieve at least the EPS Threshold in Fiscal 2018.

The remaining 62.5% of Mr. Lawrie’s award (the “Organizational Health Component”) vests subject to the achievement of both an EPS hurdle for our 2017 fiscal year (“Fiscal 2017”) and the Board’s assessment of our organizational health for the period ending March 31, 2017. The Fiscal 2017 EPS hurdle is equal to 60% of our target EPS goal. The Board will assess our organizational health based on such factors as (but not limited to) management succession, enterprise risk and competitive positioning. If the Fiscal 2017 EPS hurdle is met and the Board determines that vesting should occur based on its assessment of our organizational health, then 50% of the Organizational Health Component will vest on or about March 31, 2017, 25% on September 30, 2017 and the remaining 25% on March 31, 2018, subject to Mr. Lawrie’s continued employment.

Up to 100% of the awards for Messrs. Saleh, Deckelman, Hilton, Smith and Zolet will vest on December 15, 2018 subject to each executive’s continued employment and the achievement of the same EPS goals that apply to the Financial Component of Mr. Lawrie’s award. In addition, Mr. Saleh is eligible for earlier vesting in a portion of his award. Mr. Saleh is eligible to vest in one-third of his award on December 15, 2016 if our EPS achievement for Fiscal 2016 equals or exceeds the EPS Threshold. As discussed above under “Fiscal 2016 PSUs,” our EPS for Fiscal 2016 exceeded the EPS Threshold, meaning that Mr. Saleh will be eligible for early vesting of 33% of his award on December 15, 2016, subject to his continued employment. In addition, one-third of his award may vest on December 15, 2017 if our EPS for Fiscal 2017 equals or exceeds the EPS goal at which 75% of the regular cycle Fiscal 2016 PSU awards vest. Any portion of Mr. Saleh’s award that vests early will reduce the amount of his award that may vest on December 15, 2018 based on EPS performance for Fiscal 2018 as described above. Any portion of Mr. Saleh’s award that vests early will not be paid until the earlier of December 15, 2018 or Mr. Saleh’s separation from service.

Vesting of 2015 CEO Performance Award

In recognition of Mr. Lawrie’s successful leadership in executing the Company’s transformation strategy and as a further incentive to continue that process, on July 15, 2014, Mr. Lawrie received a special PSU award with an intended grant-date value of $2,500,000. Based on our Equity Grant Policy, this translated into an award of 40,368 PSUs. Up to 100% of the award could vest and be converted into shares of our common stock on the first anniversary of the grant date if certain financial, governance and organizational performance goals were met, subject to Mr. Lawrie’s continued employment.

The financial goal was achievement of at least 80% of our corporate OI goal for Fiscal 2015, which was met as discussed in our annual proxy statement last year. The governance and organizational goals required demonstrated progress in achieving best-in-class board governance and engagement, leadership preparedness and stability objectives. The Committee evaluated achievement of the governance and organizational goals in July 2015 and determined that 100% of the PSUs should vest.

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Effect of Separation on Outstanding Equity Awards

In connection with the Separation, outstanding employee equity awards (including awards held by our NEOs) were adjusted as follows:

Adjustment of Options: Outstanding stock options (vested or unvested) granted prior to Fiscal 2016 were converted using the “basket method” into both options to purchase shares of CSRA Inc. (“CSRA”) and adjusted Computer Sciences Corporation (“CSC”) options. Any unvested, outstanding CSC options granted in our 2014 fiscal year (“Fiscal 2014”) became 100% vested immediately following the effective time of the Separation. Outstanding CSC options granted in Fiscal 2015 became 2/3 vested immediately following the Separation and the remaining 1/3 of the resulting CSC and CSRA options vest in equal tranches in May 2016 and May 2017, or in accordance with the current vesting schedule for such options if the Committee so provides. Outstanding options (vested or unvested) granted in Fiscal 2016 were converted using the “concentration method” into CSRA options for individuals who became CSRA employees in connection with the Separation and into adjusted CSC options for individuals who did not become CSRA employees in connection with the Separation, and in each case retain the same vesting schedule they had before the Separation.
 

Adjustment of Time-Based RSUs: Outstanding restricted stock units (other than PSUs) were converted using the “basket method” into both CSRA restricted stock units and adjusted CSC restricted stock units, and in each case retain the same vesting schedule they had before the Separation.
 

Adjustment of PSUs: Outstanding PSUs granted in Fiscal 2014 were deemed to have been earned at the maximum 200% of the target level, and 150% of the target award (i.e., the maximum 200% minus the 50% that previously vested after the end of Fiscal 2014 and Fiscal 2015) vested at the time of the Separation. Outstanding PSUs granted in Fiscal 2015 were deemed to have been earned at 100% of the target level, with 45% of the target award vested at the time of the Separation and the remaining 30% of the target award (i.e., 100% minus the 25% that previously vested after the end of Fiscal 2015 and the 45% that vested at the time of the Separation) converted using the “basket method” into both time-vesting CSRA RSUs and time-vesting CSC RSUs, vesting in each case in equal tranches in May 2016 and May 2017, subject to their terms. Outstanding PSUs granted in Fiscal 2016 were converted using the “concentration method” into CSRA PSUs for individuals who became employees of CSRA in connection with the Separation and into adjusted CSC PSUs for individuals who did not become CSRA employees in connection with the Separation, in each case retaining the same vesting terms they had before the Separation but with adjusted performance goals to reflect the Separation. The Separation-adjusted threshold performance goal for the CSC Fiscal 2016 PSUs is discussed above in “Fiscal 2016 PSUs.”


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The table below illustrates the effect of the Separation-related adjustments on the performance cycles for the Fiscal 2014, Fiscal 2015 and Fiscal 2016 PSU awards:

Performance Fiscal Fiscal Fiscal Fiscal Fiscal
Award       Period       2014       2015       2016       2017       2018
Fiscal 2014
PSUs
4/2013-
3/2016
25%
vested
25%
vested
150% vested
upon Separation
(200% less
Fiscal 2014 and
Fiscal 2015
vested amounts)
 
Fiscal 2015
PSUs
4/2014-
3/2017
25%
vested
45% vested
upon Separation
15% converted
to time-based
RSUs vesting in
May 2016
15% converted
to time-based
RSUs vesting in
May 2017
 
Fiscal 2016
PSUs
4/2015-
3/2018
25% vested Up to 25% Up to 200%,
less Fiscal 2015
and Fiscal 2016
vested amounts

Compensation Decisions After the End of Fiscal 2016

Fiscal 2017 Retention Awards. In May 2016, after the end of Fiscal 2016, the Committee approved retention awards to Messrs. Smith and Zolet in the amounts of $200,000 and $150,000, respectively. Although the awards were granted in Fiscal 2017 and do not relate to Fiscal 2016 performance, they are discussed here because the Committee considered the fact that the executives did not receive an EICP payment for Fiscal 2016 in making the decision to grant the awards and in determining the amount of each award. Half of each retention award was paid in cash, subject to a clawback if the executive resigns or is terminated for cause within one year after the grant date, and the remaining half was paid in the form of RSUs vesting on the first anniversary of the grant date. Because these awards were granted in Fiscal 2017, they are not presented in the Summary Compensation Table below or the tables that follow; however, they will be presented in these tables in next year’s proxy statement if each executive remains an NEO.

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Other Executive Compensation

Post-Employment Benefits

Retirement Plans. The Committee views retirement benefits as an important component of our executive compensation program. As such, we offer our employees, including the NEOs, a retirement program that provides the opportunity to accumulate retirement income. We periodically review our benefits program against our peer group and aim for the program to be competitive.

Retirement Plans

CSC Matched Asset Plan
(“MAP”)
     

Broad-based, qualified, defined contribution 401(k) plan with company match on a portion of employee contributions and directed investment alternatives.

Deferred Compensation Plan

CSC maintains the CSC Deferred Compensation Plan, which is offered to approximately 2,000 U.S. executives annually. This unfunded plan allows participants to defer receipt of incentive compensation and salary. Additional details can be found under “Fiscal Year 2016 Nonqualified Deferred Compensation” below.


Career Shares. CSC grants Career Shares in the form of RSUs to a select, limited number of key executives. The Committee believes that the Career Share program has been a valuable compensation tool for attracting and retaining mid-career executive talent. Once vested, delivery of shares commences at retirement and is spread ratably in 10 annual installments following retirement, thereby continuing to tie a portion of the executive’s post-retirement income to share value and promoting long-term alignment with stockholder interests. The Career Share program replaces the Company’s Supplemental Executive Retirement Plan which was frozen in 2009.

At the beginning of Fiscal Year 2016, each of the NEOs other than Mr. Hilton (who joined the Company mid-year) received Career Share grants in an amount equal to 25% of their Fiscal 2015 base salary and EICP payout for Fiscal 2015. Mr. Lawrie’s and Mr. Saleh’s Career Shares fully vest at age 62 (subject to continued employment), or at or after age 55 with at least five years of continued employment. As a grandfathered participant who entered the program prior to June 2012, Mr. Deckelman’s Career Shares fully vest upon him reaching age 65, or age 55 or older with at least 10 years of service. Since they each entered the program after June 2012, Mr. Smith’s and Mr. Zolet’s Career Shares provide for 50% vesting upon reaching age 55 with five years of service, and additional vesting in 10% increments for each additional year of service beyond five years, with full vesting at age 62.

Severance and Change in Control Compensation

In order to offer competitive total compensation packages to our executive officers, as well as to ensure the ongoing retention of these individuals, we offer certain post-employment benefits to a select group of executive officers, including our NEOs. The Severance Plan for Senior Management and Key Employees (the “Severance Plan”) provides “double trigger” income and benefits continuity protection to the executive for the limited case in which the employment of the executive officer is terminated by the Company without cause or by the executive for good reason during a specified window of time following a change in control. The Severance Plan is intended to preserve executive productivity and encourage retention during an actual or potential change in control of the Company. We believe the importance of these benefits increases with the position and level of responsibility of the executive.

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We also maintain an Executive Officer Severance Policy (the “Severance Policy”) to provide severance benefits in the discretion of the Compensation Committee and the CEO to certain executives whose employment with the Company is terminated by the Company without cause in situations not involving a change in control. The Severance Policy covers those executives reporting directly to the CEO who are Section 16 officers. An executive who resigns from the Company is not entitled to benefits under the Severance Policy.

Mr. Lawrie does not participate in the Severance Plan, nor is he covered under the Severance Policy. Instead, the Company has entered into an employment agreement with Mr. Lawrie that provides for certain severance payments. Additional details regarding the Severance Plan, the Severance Policy and Mr. Lawrie’s severance benefits under his employment agreement are provided under “Potential Payments Upon Change in Control and Termination of Employment” below.

The Company has entered into non-compete agreements with each of our executive officers other than the CEO. These agreements generally prohibit our executives from competing with CSC for 12 months following any termination of employment, prohibit our executives from soliciting our employees or clients for 24 months following any termination of employment, and contain a non-disclosure provision. We entered into these agreements in an effort to protect vital Company interests. Mr. Lawrie is subject to separate non-compete requirements under the terms of his employment agreement.

Perquisites and Other Benefits

Health Care Benefits. We provide health care benefits to eligible employees, including medical, dental, life, disability and accident insurance. These benefits are available to all U.S. employees generally, including the NEOs. These programs are designed to provide certain basic quality of life benefits and protections.

Perquisites. CSC provides certain limited perquisites to senior executives, including the NEOs, in order to enhance their security and productivity. The Committee reviews the perquisites provided to the NEOs annually as part of its overall review of executive compensation. The Committee has determined that it is reasonable and competitive to provide relocation benefits to newly hired or relocated executives.

In addition, the CEO may use Company owned or leased aircraft for personal purposes and, at times, is advised to use such aircraft for security reasons even if for personal travel. The CEO is taxed on the value of this usage according to IRS rules and no tax gross-up is provided for personal usage of corporate aircraft. See the notes to the Summary Compensation Table for more information regarding the perquisites provided to the NEOs.

Compensation Framework

Role of Management

The CEO, with the assistance of the Chief Human Resources Officer (“CHRO”), conducts an annual review of the total compensation of each executive officer, including the NEOs. The CEO’s review includes an assessment of each executive officer’s performance, the performance of the individual’s respective business or function, executive retention considerations, succession potential and the competitive market. Following such review, the CEO recommends base salaries and target annual and LTI opportunities for the executive officers to the Committee.

Role of the Compensation Committee

The Committee is responsible for overseeing the Company’s compensation policies and programs. In fulfilling its responsibilities, the Committee annually reviews general trends in executive compensation, compensation design, and the total value and mix of compensation for our executive officers. This process

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includes the review and approval of the target and actual Total Direct Compensation of each executive officer, taking into consideration internal pay equity, tenure and performance of various executive officers, potential future contributions, succession, and competitive market information. Pursuant to its charter, the Committee may delegate any of its responsibilities to a subcommittee or to Company employees or others. The Committee has not delegated its authority for compensation for executive officers. However, the Committee has delegated authority under CSC’s equity incentive plans to the CEO to grant equity awards to employees who are not senior executives, subject to certain limits.

CEO Compensation. The Committee works directly with its compensation consultant to provide a decision-making framework for setting the CEO’s target Total Direct Compensation. The Committee establishes the goals and objectives relevant to the CEO’s compensation and makes a recommendation to the Board for the CEO’s compensation. The independent directors of the Board review the Committee’s recommendations and determine the CEO’s total compensation, within the framework provided by Mr. Lawrie’s employment agreement.

Role of Compensation Consultant

To assist the Committee in discharging its responsibilities, the Committee has directly retained PM&P as its independent compensation consultant.

PM&P consults with the Committee on executive compensation matters generally, including advising on trends and best practices in the design, composition and policies of executive compensation programs and providing commentary and advice on management proposals to the Committee. Specifically, during Fiscal 2016, PM&P advised the Committee on:

Pay practice trends

Proxy trends

CEO compensation

Non-employee director compensation

Pay for performance

Selection of peer group companies; and

Peer group pay comparisons

PM&P also attended most Committee meetings at the request of the Committee Chair. Other than the work performed in Fiscal 2016 for the Committee, PM&P did not provide any other services to CSC or its executive officers. Based on this and other factors reviewed by the Committee, the Committee has determined that the work performed by PM&P does not raise any conflict of interest.

Review of Market Compensation Data

CSC reviews market pay levels and practices for NEOs using a combination of survey data and proxy disclosures on pay for our peer group. The Committee reviews the peer group periodically and identified the following companies as CSC’s peer group for the purposes of reviewing the competitiveness of compensation opportunities for the NEOs for Fiscal 2016: Accenture, plc; Northrop Grumman Corp.; Raytheon Co.; Xerox Corp.; EMC Corporation; L-3 Communications Holdings, Inc.; Texas Instruments, Inc.; Western Digital Corp.; Textron, Inc.; Automatic Data Processing, Inc.; Motorola Solutions, Inc.; Cognizant Technology Solutions Corp.; Hewlett-Packard Co.; International Business Machines; Microsoft Corp.; Seagate Technology Plc; Fidelity National Information Services and Teradata Corp. (collectively, the “Peer Group”).

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The Committee considered several factors in its choice of peers, including the market in which the Company competes for executive talent, certain strategic aspects of the Company’s transformation strategy, and stockholder concerns. The Committee determined that including significantly larger companies by revenue in the Peer Group was appropriate given that we compete with these companies for executive talent, but ensured that PM&P regressed the compensation data for these larger companies to enhance its comparability. In August 2015, the Committee revised the Peer Group in anticipation of the Separation to take into account the expected impact of the Separation on our size and business. Starting with the existing Peer Group, the Committee excluded any companies with greater than three times our expected revenue size post-Separation, excluded any aerospace and defense companies and added new companies based on company size, industry and financial characteristics. The revised Peer Group of 13 is reflected in the following table. CSC Fiscal 2016 revenue of $7.1 billion ranked near the median revenue of $7.2 billion for the 13 peers.

Peer Group
Revenue
Company Name       ($ in billions)*
Accenture plc            33.5           
Automatic Data Processing, Inc. 11.4
CA, Inc. 4.0
Cognizant Technology Solutions Corporation 12.7
EMC Corporation 24.6
Fidelity National Information Services, Inc. 7.2
Motorola Solutions, Inc. 5.7
NCR Corporation 6.3
Symantec Corporation 3.6
Teradata Corporation 2.5
Unisys Corporation 3.0
Western Digital Corporation 12.7
Xerox Corporation 17.9
____________________

*

Represents 12 months of revenue through March 31, 2016 except for:

(1)   Accenture plc represents 12 months of revenue through February 29, 2016
(2) Motorola Solutions, Inc. represents 12 months of revenue through April 2, 2016
(3) Symantec Corporation represents 12 months of revenue through April 1, 2016
(4) Western Digital Corporation represents 12 months of revenue through April 1, 2016

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Additional Compensation Policies

In addition to the components of our executive compensation program, we maintain the compensation policies described below.

Policy on Transactions in Company Securities and Related Derivatives

The Board of Directors has adopted a policy prohibiting directors, corporate officers and each employee of CSC or its subsidiaries who are financial insiders, and members of their immediate families, from entering into any transactions in CSC’s securities except during announced trading periods, or pursuant to a trading plan under Rule 10b5-1 of the Exchange Act. Such transactions are subject to pre-approval by the Company’s CEO, CFO, CHRO and General Counsel prior to entering any such transaction. In addition, CSC prohibits directors, officers and financial insiders, and members of their immediate families, from derivative security transactions with respect to equity securities of CSC. CSC also discourages directors, officers and financial insiders from margining or pledging CSC stock to secure a loan or purchase shares of CSC stock on margin. None of the NEOs has margined or pledged any CSC stock.

Equity Ownership Guidelines

The Committee has adopted equity ownership guidelines for senior level executives to encourage them to build their ownership positions in our common stock over time and retain shares they earn through our equity incentive plans. The Committee believes that stock ownership by our executive officers further aligns their interests with those of long-term stockholders. In order to mitigate any negative impact to an executive’s compliance with the guidelines as a result of the change in our stock price following the Separation, shares of CSRA stock owned by an executive will count toward the ownership requirement as well, until such time as the Committee deems appropriate. Under the equity ownership guidelines, each senior level executive who has not yet achieved the equity ownership levels must retain a certain percentage of the net shares (after withholding for taxes and exercise price) resulting from stock option exercises, PSU payments or other Long-Term Incentives until the levels are achieved. In order to encourage executives to meet the guidelines more quickly, there are higher retention requirements the farther an executive is from meeting the guidelines. Executives who have satisfied 50% or less of their ownership guideline must retain 100% of their net shares, executives who have satisfied between 51% and 75% of their ownership guideline must retain 75% of their net shares, and executives who have satisfied more than 75% of their ownership guidelines must retain 50% of their net shares.

The ownership guidelines for our NEOs are as follows:

Stock Value as a
Position       Percentage of Base Salary
Chief Executive Officer 700%
Other Named Executive Officers 300%

The Committee reviews compliance with the guidelines on an annual basis and considers the amount of common stock held directly or through the Company’s MAP, Career Shares and RSUs (but not PSUs) in determining whether an executive has achieved his designated equity ownership level.

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Tax Deductibility of Compensation

Section 162(m) limits a company’s annual tax deduction for compensation to its CEO and its three other highest-paid executive officers employed at year-end (other than the CFO) to $1 million per person, unless, among other things, the compensation is “performance-based,” as defined in Section 162(m), and provided under a plan that has been approved by the stockholders. It is our policy to design and administer our compensation program in a tax efficient manner and the Committee considers the impact of the deduction limitations imposed by Section 162(m) on the Company. As noted above, compensation decisions are made, among other things, to ensure market competitiveness, to reward outstanding performance, and to attract proven talent. Sometimes this results in compensation amounts being non-deductible under Section 162(m). For example, since the CEO’s salary is above the $1 million threshold, a portion of his salary and his perquisites are not deductible by the Company.

Compensation Recoupment Policy

CSC maintains a compensation recoupment or “clawback” policy that permits the Company to recover performance-based compensation from participants whose fraud or intentional illegal conduct materially contributed to a financial restatement. The policy allows for the recovery of the difference between compensation awarded or paid and the amount which would have been paid had it been calculated based on the restated financial statements, excluding any tax payments. In addition, under the Company’s equity grant agreements, employees may be required to forfeit awards or gains if a recipient breaches the non-competition, non-solicitation of employees, or non-disclosure provisions of such agreements.

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Summary Compensation Table

The following table provides information on the compensation of the Named Executive Officers in the Fiscal Years indicated.

Name & Principal Position1
(a)
Fiscal
Year

(b)
Salary2
($)
(c)
Bonus3
($)
(d)
Stock
Awards4

($)
(e)
Option
Awards5

($)
(f)
Non-Equity
Incentive Plan

Compensation6
($)
(g)
Change in
Pension Value

and Nonqualified
Deferred
Compensation
Earnings7
($)
(h)
All Other
Compensation8

($)
(i)
Total
($)

(j)
J. Michael Lawrie    2016    1,250,000    2,250,000    16,461,437    3,577,091          285,203    23,823,731
       Chairman, President and 2015 1,250,000 8,614,596 3,262,979 1,875,000 451,305 15,453,880
       Chief Executive Officer 2014 1,250,000 5,929,207 3,582,098 2,182,500 323,390 13,267,195
Paul N. Saleh 2016 700,000 770,000 5,678,459 1,144,662 6,577 8,299,698
       Executive Vice President 2015 700,000 2,041,916 1,044,151 700,000 6,325 4,492,392
       and Chief Financial 2014 700,000 1,895,080 1,146,270 781,200 4,299 4,526,849
       Officer
William J. Deckelman, Jr. 2016 539,700 300,000 2,725,182 551,592 24,733 4,141,207
       Executive Vice 2015 539,700 1,058,929 503,168 361,600 14,374 7,541 2,485,312
       President, General 2014 539,700 1,050,704 552,355 474,930 2,212 21,294 2,641,195
       Counsel and Secretary
Stephen J. Hilton 2016 650,000 325,000 4,772,007 1,395,068 3,661 7,145,736
       Executive Vice President
       and General Manager,
       Global Infrastructure
       Services
James R. Smith 2016 650,000 3,993,937 730,749 9,136 5,383,822
       Executive Vice 2015 650,000 50,000 1,375,609 727,173 217,750 27,321 3,047,853
       President, Global
       Business Services
David W. Zolet 2016 643,423 2,831,740 797,179 28,716 4,301,058
       Executive Vice President 2015 605,000 1,194,643 583,274 546,920 2,929,837
       and General Manager, 2014 532,692 1,037,220 562,895 529,370 25,768 2,687,945
       Americas Region
____________________

1. Mr. Lawrie joined the Company as President and Chief Executive Officer on March 19, 2012.
         
Mr. Saleh joined the Company as Executive Vice President and CFO on May 23, 2012.
 
Mr. Deckelman joined the Company as Executive Vice President and General Counsel in 2008.
 
Mr. Hilton joined the Company as Executive Vice President and General Manager, Global Infrastructure Services on March 3, 2015.
 
Mr. Smith joined the Company as a Vice President on May 13, 2013 and was promoted to Executive Vice President, Global Business Services, on August 17, 2013.
 
Mr. Zolet joined the Company on July 26, 2010 and was promoted to EVP & GM on October 6, 2012.

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2. The amounts shown in Column (c) reflect all salary earned during the fiscal year, whether or not payment was deferred pursuant to the Deferred Compensation Plan or any other plan. All NEOs are paid in U.S. dollars.
 
3. The amounts shown in Column (d) for Fiscal 2016 reflect (i) the discretionary transaction success bonuses awarded to Messrs. Lawrie, Saleh and Deckelman for their performance in executing the Separation and Merger and (ii) the guaranteed bonus for Mr. Hilton. Mr Hilton received 50% of the bonus in cash and 50% in the form of RSUs vesting on the first anniversary of the grant date. See the CD&A for additional details. The amount for Fiscal 2015 for Mr. Smith reflects a new-hire sign-on bonus.
         
4. The amounts shown in Column (e) reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for performance-vesting and service-vesting RSUs granted during the fiscal year, including Career Shares, where applicable. Career Shares are subject to the CEO’s nomination and Committee approval.
 
Pursuant to SEC rules, we present the amounts excluding the impact of estimated forfeitures. For a discussion of the assumptions made in the valuation of RSUs, reference is made to the section of Note 1 to the Company’s consolidated financial statements set forth in the Company’s 2016 Annual Report providing details of the Company’s accounting under FASB ASC Topic 718.
 
There were no NEOs with Stock Awards cancelled or forfeited during FY2016.
 
A substantial portion of the stock awards granted consisted of PSUs. For all PSUs, the amounts included in Column (e) reflect the value at the grant date based upon the estimated performance during the performance period at 100% of target. The maximum grant date values of the Fiscal 2016 stock awards (including service-vesting RSUs and Career Shares, and assuming that PSUs granted on May 22, 2015 have a pay out at the maximum of 200% of target, and retention PSUs granted on December 15, 2015 have a pay out at the maximum of 100% of target) are as follows:
 
Fiscal 2016 Stock
Awards at
Name       Maximum Value ($)
J. Michael Lawrie 21,849,923
Paul N. Saleh 7,402,786
William J. Deckelman, Jr. 3,556,117
Stephen J. Hilton 6,873,521
James R. Smith 5,094,753
David W. Zolet 4,032,605
         
5. The amounts shown in Column (f) reflect the aggregate Black Scholes grant date fair value computed in accordance with FASB ASC Topic 718 for stock options granted during the fiscal year.

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Pursuant to SEC rules, we present the amounts excluding the impact of estimated forfeitures. For a discussion of the assumptions made in the valuation of Stock Options, reference is made to the section of Note 1 of the Company’s 2016 Annual Report filed on Form 10-K that provides details of the Company’s accounting under FASB ASC Topic 718.
         
During FY2016, there were no forfeitures/cancellations of Stock Option grants to any Named Executive Officer.
 
6. The amounts shown in Column (g) reflect amounts earned during the fiscal year under the EICP, whether or not payment was deferred pursuant to the Deferred Compensation Plan.
 
7. Mr. Deckelman was the only NEO who participated in the Company’s pension plan in the years presented. The Company’s pension plan was transferred to CSRA in connection with the Separation. No NEO received above market or preferential earnings from the Deferred Compensation Plan for any year presented in the table.
 
8. Column (i) includes the total dollar amount of all other compensation, perquisites and other property paid to the NEOs. During Fiscal 2016, the Company provided the following perquisites and other personal benefits, or property, to NEOs, except as otherwise indicated: personal use of Company aircraft (Mr. Lawrie), annual medical screening (Messrs. Lawrie and Zolet), and Financial Counseling (Messrs. Deckelman and Zolet). In addition, the Company makes matching contributions to the Company’s broad-based 401(k) defined contribution plan on behalf of the NEOs. The Company also pays premiums for life insurance policies for the benefit of the NEOs, none of whom has or will receive, or has been allocated, an interest in any cash surrender value under these policies.
 
The incremental cost of each perquisite representing more than 10% of the value of all of an executive’s perquisites or, if greater, more than $25,000, and the amount of matching contributions to the defined contribution plan and life insurance premiums paid for each NEO in Fiscal Year 2016 are set forth below:
 
Personal Use 401(k) Plan Basic Life
Named Executive Officer of Company Matching Insurance
          (NEO) Aircraft Contributions Premiums
J. Michael Lawrie       264,269       7,798       1,824
Paul N. Saleh 5,300 1,277
William J. Deckelman, Jr. 6,850 985
Stephen J. Hilton 2,475 1,186
James R. Smith 7,950 1,186
David W. Zolet 6,849 1,170
         

The incremental cost of Mr. Lawrie’s use of Company aircraft is based on the variable costs to the Company, including fuel costs, on-board catering, landing/ramp fees and other miscellaneous variable costs. This calculation does not include fixed costs which do not change based on usage, such as depreciation, leasing costs, and flight crew salaries.

All employees (including the NEOs) with at least one year of service are vested in the matching contributions credited to their 401(k) accounts.


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Summary of CEO Compensation Realized in Fiscal 2016

The table below provides a different perspective on compensation that is supplemental to the information contained in the Summary Compensation Table. This table details the pre-tax income realized by Mr. Lawrie during Fiscal 2016 from base salary, annual incentive compensation, and annual cycle and inducement long term equity incentive compensation from which Mr. Lawrie has received cash or vested shares (including dividend equivalents paid on RSUs) with respect to our Common Stock. It does not include non-qualified deferred compensation or other compensation included in column “h” of the Summary Compensation Table or vested, unexercised stock options. It also does not include any income realized by Mr. Lawrie in connection with the vesting or exercise of any stock awards granted by CSRA.

In Fiscal 2016, the majority of Mr. Lawrie’s realized compensation resulted from performance-based awards, including the accelerated vesting of Fiscal 2014 and Fiscal 2015 PSUs upon the Separation. In addition, the Company’s success enabled 150% of target Fiscal 2013 annual cycle PSU grants and, prior to the Separation, 25% of target Fiscal 2014 PSUs to experience accelerated vesting after certification of Fiscal 2015 EPS.

Annual Pre-Tax
Applicable Rate/Target Realized
Cash Compensation Period ($) Amount ($) Explanation
Salary       Fiscal 2016       $1,250,000         $ 1,250,000         Represents base salary for full FY2016
 
Annual Cash Incentive Fiscal 2016 $1,875,000 $ 2,250,000

Target EICP was set at 150% of base salary. None of the NEOs received an annual incentive payout under the EICP for Fiscal 2016 due to the Company’s failure to achieve 80% of its Separation-adjusted Operating Income target for Fiscal 2016. However, in order to recognize and reward their efforts and leadership in executing the Separation and Merger of CSRA in Fiscal 2016, the Committee approved a discretionary transaction success bonus to Mr. Lawrie.

 
Total Cash Compensation $3,125,000 $

3,500,000


Award Pre-Tax
Applicable Date Value Realized
Equity Compensation Period ($) Amount ($)
Time-Vesting
Inducement RSUs
      Fiscal 2016       $614,000         $ 1,982,000         A total of 50,000 Time-Vesting Inducement RSUs (representing 25% of the 200,000 RSU grant with a 4-year graded vesting schedule) vested on April 1, 2016 (i.e., the final day of FY2016). The Pre-Tax Realized Income includes the 179% CSC stock price increase from grant date through vesting date plus $268,500 of dividend equivalents, during that period.

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Award Pre-Tax
Applicable Date Value Realized
Equity Compensation Period ($) Amount ($)
FY2013 Performance-Vesting
Annual Cycle RSUs
      Fiscal 2015       $7,875,008       $18,788,216       In May 2015, 270,062 PSUs (representing 150% of the FY2013 PSU grant) experienced accelerated vesting because FY2015 EPS exceeded the pre-specified EPS goal for such accelerated vesting. Pre-Tax Realized income is reported based on the CSC stock price as of June 8, 2015, the day the vested PSUs were distributed. The Pre-Tax Realized Income includes the 129.9% CSC stock price increase from grant date through vesting date plus $680,559 of dividend equivalents, during that period. 
 
FY2014 Performance Vesting
Annual Cycle RSUs
      Fiscal 2015       $552,988       $1,898,602       In May 2015, 27,608 PSUs (representing 25% of the FY2014 Annual Cycle PSU grant) experienced accelerated vesting because FY2015 EPS exceeded the pre-specified EPS goal for such accelerated vesting. Pre-Tax Realized Income is reported based on the CSC stock price as of June 8, 2015, the day the vested PSUs were distributed. The Pre-Tax Realized Income includes the 234.7% CSC stock price increase from grant date through vesting date plus $47,486 of dividend equivalents, during that period.
 
FY2014 Performance-Vesting
Annual Cycle RSUs
      Fiscal 2016       $3,317,970       $5,946,837       In November 2015, 165,650 PSUs (representing 150% of the FY2014 Annual Cycle PSU grant) experienced accelerated vesting in connection with the Separation. Pre-Tax Realized income is reported based on the CSC stock price as of February 12, 2016, the day the vested PSUs were distributed. The Pre-Tax Realized Income includes the 56.4% CSC stock price increase from grant date through vesting date plus $757,023 of dividend equivalents, during that period.

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Award Pre-Tax
Applicable Date Value Realized
Equity Compensation Period ($) Amount ($)
FY2015 Performance Vesting
Annual Cycle RSUs
      Fiscal 2015       $586,396       $1,458,908       In May 2015, 21,464 PSUs (representing 25% of the FY2015 Annual Cycle PSU grant) experienced accelerated vesting because FY2015 EPS exceeded the pre-specified EPS goal for such accelerated vesting. Pre-Tax Realized Income is reported based on the CSC stock price as of June 8, 2015, the day the vested PSUs were distributed. The Pre-Tax Realized Income includes the 145.4% CSC stock price increase from grant date through vesting date plus $19,747 of dividend equivalents, during that period.
 
FY2015 Performance Vesting
Annual Cycle RSUs
      Fiscal 2016       $1,055,454       $1,356,021       In November 2015, 38,633 PSUs (representing 45% of the FY2015 Annual Cycle PSU grant) experienced accelerated vesting in connection with the Separation. Pre-Tax Realized Income is reported based on the CSC stock price as of February 12, 2016, the day the vested PSUs were distributed. The Pre-Tax Realized Income includes the 14.7% CSC stock price increase from grant date through vesting date plus $145,649 of dividend equivalents, during that period.
 
FY2015 Special Performance
Vesting RSUs
      Fiscal
2015/
Fiscal 2016
      $2,561,350       $2,778,126       40,368 PSUs (representing 100% of the FY2015 one-time PSU grant) vested in July 2015 at the end of the one-year vesting period. Pre-Tax Realized Income is reported based on the CSC stock price as of July 15, 2015, the day the vested PSUs were distributed. The Pre-Tax Realized Income includes the 7% CSC stock price increase from grant date through vesting date plus $37,139 of dividend equivalents, during that period.
 
FY2013 Stock Options       Fiscal 2016       $109,440       $162,554       On July 16, 2015, 4,000 Stock Options = 1% of the FY2013 Stock Option grant were exercised and sold. The Pretax Realized income includes 146.4% Stock price increase.

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Award Pre-Tax
Applicable Date Value Realized
Equity Compensation Period ($) Amount ($)
FY2013 Stock Options       Fiscal 2016       $109,440       $160,260       On July 17, 2015, 4,000 Stock Options = 1% of the FY2013 Stock Option grant were exercised and sold. The Pretax Realized income includes 146.4% Stock price increase.
 
FY2013 Stock Options       Fiscal 2016       $16,443       $22,655       On July 27, 2015, 601 Stock Options were exercised and sold. The Pretax Realized income includes 137.8% Stock price increase.
 
FY2013 Stock Options       Fiscal 2016       $614,000       $897,340       On January 16, 2016, 50,000 Stock Options = 12% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 146.1% Stock price increase.
 
FY2013 Stock Options       Fiscal 2016       $115,420       $148,820       On February 26, 2016, 9,399 Stock Options = 2% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 128.9% Stock price increase.
 
FY2013 Stock Options       Fiscal 2016       $49,120       $70,910       On March 10, 2016, 4,000 Stock Options = 1% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 144.4% Stock price increase.
 
FY2013 Stock Options       Fiscal 2016       $109,206       $163,553       On March 10, 2016, 8,893 Stock Options = 2% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 149.8% Stock price increase.
 
FY2013 Stock Options       Fiscal 2016       $50,348       $75,098       On March 11, 2016, 4,100 Stock Options = 1% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 149.2% Stock price increase.
 
FY2013 Stock Options       Fiscal 2016       $389,190       $583,345       On March 11, 2016, 31,693 Stock Options = 8% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 149.9% Stock price increase.

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Award Pre-Tax
Applicable Date Value Realized
Equity Compensation Period ($) Amount ($)

FY2013 Stock Options

     

Fiscal 2016

     

$531,896

     

$833,478

     

On March 22, 2016, 43,314 Stock Options = 11% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 156.7% Stock price increase.
 

FY2013 Stock Options

     

Fiscal 2016

     

$98,240

     

$154,809

     

On March 23, 2016, 8,000 Stock Options = 2% of the FY2013 Stock Option grant were exercised and sold. The Pre-tax Realized income includes 157.6% Stock price increase.
 

Total Equity Compensation

$18,755,909

$37,481,532

Total Realized Compensation

$21,880,909

$40,981,532


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Grants of Plan-Based Awards

The following table provides information on EICP awards, RSUs and stock options granted to the NEOs in the Fiscal Year ended April 1, 2016.





Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards1
Estimated Future Payouts
Under Equity Incentive
Plan Awards2
All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units3
(#)
(j)
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
(k)

Exercise
or Base
Price of
Option
Awards
($/Sh)
(l)

Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
(m)

Name
(a)
Grant
Date
(b)
Approval
Date
(c)
Threshold
($)
(d)
Target
($)
(e)
Maximum
($)
(f)
Threshold
(#)
(g)
Target
(#)
(h)
Maximum
(#)
(i)
J. Michael Lawrie                             
EICP 937,500 1,875,000 3,750,000
RSUs – Performance 5/22/2015 5/21/2015 19,672 78,687 157,374 5,388,486
Retention PSU Award 12/15/2015 11/26/2015 169,435 338,869 338,869 10,271,119
RSUs – Career Shares 5/22/2015 5/21/2015 11,709 801,832
Stock Options 5/22/2015 5/21/2015 170,051 68.48 3,577,099
Paul N. Saleh
EICP 350,000 700,000 1,400,000
RSUs – Performance 5/22/2015 5/21/2015 6,295 25,180 50,360 1,724,326
Retention PSU Award 12/15/2015 11/26/2015 39,534 118,604 118,604 3,594,887
RSUs – Career Shares 5/22/2015 5/21/2015 5,246 359,246
Stock Options 5/22/2015 5/21/2015   54,416 68.48 1,144,665
William J.  
       Deckelman, Jr.  
EICP 269,850 539,700 1,079,400  
RSUs – Performance 5/22/2015 5/21/2015 3,034 12,134 24,268   830,936
Retention PSU Award 12/15/2015 11/26/2015 27,433   54,866 54,866   1,662,988
RSUs – Career Shares 5/22/2015 5/21/2015       3,377 231,257
Stock Options 5/22/2015 5/21/2015     26,222 68.48 551,592
Stephen J. Hilton                
EICP 325,000   650,000   1,300,000      
RSUs – Performance   5/22/2015   5/21/2015       7,672 30,688   61,376   2,101,514
Retention PSU Award 12/15/2015   11/26/2015     44,053 88,106 88,106   2,670,493
Stock Options 5/22/2015 5/21/2015 66,320 68.48 1,395,071
James R. Smith  
EICP 325,000 650,000 1,300,000
RSUs – Performance 5/22/2015 5/21/2015 4,019 16,075 32,150 1,100,816
Retention PSU Award 12/15/2015 11/26/2015 44,053 88,106 88,106 2,670,493
RSUs - Career Shares 5/22/2015 5/21/2015 3,251 222,628
Stock Options 5/22/2015 5/21/2015 34,739 68.48 730,750
David W. Zolet
EICP 325,000 650,000 1,300,000
RSUs – Performance 5/22/2015 5/21/2015 4,384 17,536 35,072 1,200,865
Retention PSU Award 12/15/2015 11/26/2015 22,027 44,053 44,053 1,335,246
RSUs – Career Shares 5/22/2015 5/21/2015 4,317 295,628
Stock Options 5/22/2015 5/21/2015 37,897 68.48 797,180
____________________

1.       The amounts shown in Columns (d), (e) and (f) reflect the threshold, target and maximum amounts which could be earned under the EICP for Fiscal 2016. Actual amounts earned for Fiscal 2016 under the EICP are set forth in column (g) of the Summary Compensation Table.

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2. For the annual cycle PSUs, the number of shares which may vest ranges from 25% of the target shares if Fiscal 2016 or Fiscal 2017 EPS threshold is met, to a maximum of 200% of the target shares if Fiscal 2018 EPS maximum is achieved. The threshold number contained in Column (g) represents achievement of 25% of target, but the actual payment could range to zero. In May 2016, the Committee determined that the threshold EPS was achieved for Fiscal 2016. Thus, for all NEOs, 25% of the target units were earned and paid during the first quarter of Fiscal Year 2017.
 
      The retention PSU award for Mr. Lawrie is divided in two parts--37.5% of the award relates to the achievement of financial (EPS) goals for Fiscal 2018 (“Financial Component”) and the remaining 62.5% relates to the achievement of both a financial (EPS) goal for Fiscal 2017 and certain organizational health goals for the period ending March 31, 2017 (“Organizational Health Component”). For the Financial Component, the number of shares which may vest ranges from 50% of the target Financial Component shares if the Fiscal 2018 EPS threshold is met, to a maximum of 100% of the target Financial Component shares if the Fiscal 2018 EPS target is achieved. The threshold number contained in Column (g) represents achievement of 50% of target, but the actual payment of the Financial Component could range to zero. Up to 100% of the target Organizational Health Component shares may vest in tranches starting on March 31, 2017, if the applicable performance goals have been achieved. There is no threshold payout associated with the Organizational Health Component award. The maximum number of shares that may pay out under both components of the award is set forth in column (i).
 
The retention PSU awards for the NEOs other than Mr. Lawrie relate solely to the achievement of financial (EPS) goals for Fiscal 2018. The number of shares which may vest ranges from 50% of the target shares if the Fiscal 2018 EPS threshold is met, to a maximum of 100% of the target shares if the Fiscal 2018 EPS target is achieved. In addition, Mr. Saleh may vest in 33% of the target shares subject to his award if the Fiscal 2016 or Fiscal 2017 EPS threshold is met. The threshold number contained in Column (g) represents achievement of 50% of target for the remaining NEOs other than Mr. Saleh, and 33% of target for Mr. Saleh, but in each case the actual payment could range to zero. In May 2016, the Committee determined that the threshold EPS was achieved for Fiscal 2016. Thus, Mr. Saleh will be eligible for early vesting of 33% of his award on December 15, 2016, subject to his continued employment.
 
See CD&A, “Fiscal 2016 Performance-Based Retention Awards” for additional details.
 
3. Career Shares granted in Fiscal 2016 were RSUs that vest upon the executive reaching a certain age and/or a certain number of years of service. See CD&A, “Other Executive Compensation -- Career Shares” for additional details. Career Shares are settled in shares of CSC stock at the rate of 10% of the shares granted on each of the first ten anniversaries of the executive’s retirement date.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information on unexercised stock options and unvested RSUs held by the NEOs on April 1, 2016. All exercise prices and share numbers in the table for awards with grant dates prior to the Separation reflect the adjustments made in connection with the Separation as described in the CD&A under “Effect of Separation on Outstanding Equity Awards.”

Option Awards Stock Awards
Name
(a)
Grant Date Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
Option
Exercise
Price
($)
(d)
Option
Expiration
Date
(e)
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
(f)
Market
Value
of Shares or
Units of
Stock
That Have
Not Vested1
($)
(g)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested2
(#)
(h)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested1, 2
($)
(i)
J. Michael Lawrie 12/15/2015 338,869 3 11,613,041
5/22/2015 175,405 4 6,011,129
   5/22/2015       379,026 5 30.73 5/22/2025             
5/16/2014 124,634 62,317 6 27.32 5/16/2024
5/16/2014            25,757 7 882,692
5/20/2013 281,458 20.03 5/20/2023
4/16/2012 260,461 12.28 4/16/2022
Paul N. Saleh 12/15/2015 118,604 3 4,064,559
5/22/2015 56,130 4 1,923,575
5/22/2015 5,246 8 179,780
5/22/2015 121,287 5 30.73 5/22/2025  
  5/16/2014 8,242 7 282,453  
5/16/2014 6,056 8 207,539
5/16/2014 39,882 19,942 6 27.32 5/16/2024
5/20/2013 90,095   20.03   5/20/2023
5/20/2013   7,104 8 243,454
William J. Deckelman, Jr. 12/15/2015 54,866 3 1,880,258
5/22/2015   27,048 4 926,935
5/22/2015   3,377 9 115,730  
5/22/2015 58,446 5 30.73 5/22/2025
5/16/2014 4,149 7 142,186
5/16/2014 3,972 9 136,120
5/16/2014 19,218 9,610 6 27.32 5/16/2024
5/20/2013 6,503 9 222,858
5/20/2013 43,414 20.03 5/20/2023
5/22/2012 4,492 9 153,941
6/20/2011 4,561 9 156,305
6/20/2011 39,440 17.30 6/20/2021
5/25/2010 5,051 9 173,098
5/25/2010 25,214 21.64 5/25/2020
5/26/2009 6,801 9 233,070
5/26/2009 14,111 18.90 5/26/2019
5/27/2008 1,024 9 35,092
Stephen J. Hilton 12/15/2015 88,106 3 3,019,393
5/22/2015 147,820 5 30.73 5/22/2025
5/22/2015 68,408 4 2,344,342

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Option Awards Stock Awards
Name
(a)
Grant Date Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
Option
Exercise
Price
($)
(d)
Option
Expiration
Date
(e)
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
(f)
Market
Value
of Shares or
Units of
Stock
That Have
Not Vested1
($)
(g)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested2
(#)
(h)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested1, 2
($)
(i)
James R. Smith    12/15/2015                          88,106 3 3,019,393
5/22/2015 35,833 4 1,227,997
5/22/2015 3,251 10 111,412     
5/22/2015 77,429 5 30.73 5/22/2025
5/16/2014 5,740 7 196,710
5/16/2014 3,455 10 118,403
5/16/2014 27,776 13,887 6 27.32 5/16/2024
9/16/2013 18,904 23.62 9/16/2023
6/17/2013 14,847 20.28 6/17/2023
6/17/2013 8,632 11 295,819
David W. Zolet 12/15/2015 44,053 3 1,509,696
5/22/2015 39,090 4 1,339,614
5/22/2015 2,157 12 73,920
5/22/2015 84,468 5 30.73 5/22/2025
7/15/2014 2,644 1,321 6 28.14 7/15/2024
7/15/2014 520 7 17,820
5/16/2014 2,171 12 74,400
5/16/2014 4,048 7 138,725
5/16/2014 19,586 9,792 6 27.32 5/16/2024
5/20/2013 2,938 12 100,685
5/20/2013 44,242 20.03 5/20/2023
6/20/2011 12,403 17.30 6/20/2021
8/16/2010 10,581 18.96 8/16/2020
____________________

1. As required by SEC rules, the market value of service-vesting RSUs shown in column (f) and Performance Share Units shown in Column (h) is based on the $34.27 closing market price of CSC common stock on April 1, 2016.
 
2. As required by SEC rules, the number of unearned Performance Share Units and the market value of unearned Performance Share Units shown in Columns (h) and (i) are based on achieving target performance goals for both the regular-cycle Fiscal 2016 PSU awards and the December 2015 retention PSU awards.
 
3.       Represents the retention Performance Share Units described in the CD&A, “Fiscal 2016 Performance- Based Retention Awards.” 37.5% of Mr. Lawrie's PSUs vest on December 15, 2018, subject to the Company's EPS performance for Fiscal 2018. 31.25% of Mr. Lawrie's PSUs vest on March 31, 2017, 15.625% vest on September 30, 2017 and the remaining 15.625% vest on March 31, 2018, subject in each case to the Company's EPS performance for Fiscal 2017 and the achievement of certain organizational goals. 100% of each of the other NEOs' PSUs vest on December 15, 2018, subject to the Company's EPS performance for Fiscal 2018. In addition, for Mr. Saleh's PSUs, partial accelerated vesting may occur if the Company's EPS performance is at or above certain levels during Fiscal 2016 or Fiscal 2017. In May

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2016, the Committee determined that the threshold performance goals had been achieved during Fiscal 2016, resulting in accelerated vesting of 33% of Mr. Saleh's PSUs, which will be paid on the earlier of December 15, 2018 or Mr. Saleh's separation from service.
 
4.       Represents the target number of Performance Share Units that vest subject to the Company's EPS performance for the three-year period ending on the last day of Fiscal 2018. Partial accelerated vesting may occur if the Company's EPS performance is at or above certain levels during Fiscal 2016 or Fiscal 2017. In May 2016, the Committee determined that the threshold performance goal had been achieved during Fiscal 2016, resulting in accelerated vesting and payout of 25% of the target units during the first quarter of Fiscal 2017.
 
5. Vests in equal tranches on the first three anniversaries of the grant date.
 
6. Half vested on May 16, 2016 and the remaining half will vest on May 16, 2017.
 
7. Represents the 30% portion of the target Fiscal 2015 PSUs that were converted at the Separation into time-based RSUs. Half vested in May 2016 and the remaining half will vest in May 2017.
 
8. Represents Career Shares that will vest on May 23, 2017.
 
9. Represents Career Shares that will vest on January 14, 2018.
 
10. Represents Career Shares that will begin to vest on January 28, 2022. 80% of the Career Shares will vest on that date, 10% will vest on May 13, 2022 and the remaining 10% will vest on May 13, 2023.
 
11. Vested on June 17, 2016.
 
12. Represents Career Shares, 20% of which vested on July 26, 2016 and 20% of which will vest on each succeeding anniversary thereof.

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Option Exercises and Stock Vested

The following table provides information on stock options held by the NEOs that were exercised and RSUs held by the NEOs that vested during the Fiscal Year ended April 1, 2016.

Option Awards Stock Awards
Number of Number of
Shares Value Shares
      Acquired on       Realized       Acquired       Value Realized
Exercise on Exercise on Vesting1 on Vesting
Name (#) ($) (#) ($)
(a) (b) (c) (d) (e)
J. Michael Lawrie 168,000 3,272,821 661,887 35,508,633
Paul N. Saleh 139,130 6,022,938 207,181 11,526,684
William J. Deckelman, Jr. 96,348 3,184,505 80,710 4,286,390
Stephen J. Hilton
James R. Smith 38,401 1,502,008
David W. Zolet 14,919 629,000 77,613 3,762,451
____________________

1.       Reflects the gross number of underlying shares for restricted stock units on the vest date. For Mr. Lawrie, these shares represent the full vesting of his Fiscal 2013 PSUs and partial vesting of his Fiscal 2014 and Fiscal 2015 PSUs in June 2015, the accelerated vesting of his Fiscal 2014 PSUs and of a portion of his Fiscal 2015 PSUs in connection with the Separation, the vesting of his Fiscal 2015 special PSU award in July 2015, the vesting of 36,393 Career Shares upon Mr. Lawrie's attainment of age 62 in June 2015 that will be settled in ten installments following his separation from service, and the vesting of the final tranche of his Time-Vesting Inducement RSUs on April 1, 2016. For Mr. Saleh, these shares represent the full vesting of his Fiscal 2013 PSUs and partial vesting of his Fiscal 2014 and Fiscal 2015 PSUs in June 2015, the accelerated vesting of his Fiscal 2014 PSUs and a portion of his Fiscal 2015 PSUs in connection with the Separation, and the vesting of his time-based inducement RSUs in June 2015. For Mr. Deckelman, these shares represent the full vesting of his Fiscal 2013 PSUs and partial vesting of his Fiscal 2014 and Fiscal 2015 PSUs in June 2015 and the accelerated vesting of his Fiscal 2014 PSUs and a portion of his Fiscal 2015 PSUs in connection with the Separation. For Mr. Smith, these shares represent the partial vesting of his Fiscal 2014 and Fiscal 2015 PSUs in June 2015 and the accelerated vesting of his Fiscal 2014 PSUs and a portion of his Fiscal 2015 PSUs in connection with the Separation. For Mr. Zolet, these shares represent the full vesting of his Fiscal 2013 PSUs and partial vesting of his Fiscal 2014 and Fiscal 2015 PSUs in June 2015, the accelerated vesting of his Fiscal 2014 PSUs and a portion of his Fiscal 2015 PSUs in connection with the Separation, and the vesting of 7,266 Career Shares in March 2016 that will

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be settled in ten installments following his separation from service. Mr. Hilton did not vest in any shares in Fiscal 2016. The total number of shares acquired and the value realized net of shares withheld for tax payment to each of the NEOs are as follows:

# of Shares
Issued on Value Realized
Name       Vesting       on Vesting ($)
J. Michael Lawrie 380,754 20,735,889
Paul N. Saleh 110,530 6,174,282
William J. Deckelman, Jr. 40,143 2,131,927
Steven J. Hilton
James R. Smith 22,289 898,203
David W. Zolet 42,765 2,023,738

Pension Benefits

Mr. Deckelman was the only NEO who participated in the Company’s tax-qualified pension plan during Fiscal 2016. In connection with the Separation, the Company's qualified and non-qualified pension plans were transferred to CSRA. As a result, neither Mr. Deckelman nor any other NEO had an accrued benefit under any qualified or nonqualified pension plan sponsored by the Company as of April 1, 2016.

Fiscal Year 2016 Nonqualified Deferred Compensation

The Deferred Compensation Plan is an unfunded, nonqualified plan that permits participants to defer U.S. federal and most state income tax on up to 100% of their annual cash incentive award, up to 80% of their annual base salary, and up to 100% of amounts payable in cash to non-employee directors for board services.

Each participant is required to select from among four notional investment options, and deferred amounts are credited with earnings (or losses) based on the participant’s investment choices. The notional investment options mirror actual investment options offered under the Company’s broad-based 401(k) defined contribution plan. The annual returns of the notional investment options for the twelve-month period ending March 31, 2016 were as follows: SSgA Money Market Fund, 0.21%; BlackRock Core Bond, 1.82%; Mellon S&P 500 Index Fund, 1.78%; and SSgA Target Retirement Income, (0.73)%.

Participants elect when they wish to receive distributions of their Deferred Compensation Plan account balances upon termination of employment, death, disability, change in control or a date certain. There is a potential six-month delay in payments under the Deferred Compensation Plan to certain specified employees (as determined under Section 409A of the Internal Revenue Code) for amounts deferred on or after January 1, 2005 (as determined under Section 409A). The Deferred Compensation Plan provides for the crediting of earnings during any such payment delay period.

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The following table summarizes, for each NEO, the contributions and earnings under the Deferred Compensation Plan in Fiscal Year 2016 and the aggregate account balance as of April 1, 2016. Messrs. Lawrie. Deckelman and Zolet are the only NEOs who participated in the Deferred Compensation Plan during Fiscal 2016.

Executive Aggregate Aggregate Aggregate
Contributions in Earnings in Withdrawals/ Balance at
Name Last FY ($) Last FY ($) Distribution ($) Last FYE ($)
(a)       (b)       (c)       (d)       (e)
J. Michael Lawrie 1,875,000 59,272 7,770,482
Paul N. Saleh
William J. Deckelman, Jr. 2,232 91,657
Stephen J. Hilton
James R. Smith
David W. Zolet (7,986) 619,379

The Executive Contributions set forth on Column (b) of this table are reported as compensation in the applicable column of the Summary Compensation Table (i.e., FY2016 Salary and/or FY2015 Non-Equity Incentive Plan Compensation). Earnings are not reported in the Summary Compensation Table. There were no Company contributions to the Deferred Compensation Plan on behalf of any NEOs for Fiscal 2016.

Potential Payments Upon Change in Control and Termination of Employment

We offer certain post-employment benefits to a select group of executive officers, including our NEOs. With the exception of the CEO, these post-employment benefits are limited to the payments and benefits provided under the Severance Plan and the Severance Policy. Mr. Lawrie does not participate in the Severance Plan or the Severance Policy; however, he is entitled to certain post-employment benefits under his employment agreement. The post-employment benefits for our NEOs are described below.

Change in Control Termination Benefits

The table below reflects the value of compensation and benefits that would become payable to each of the NEOs under plans and arrangements existing as of April 1, 2016 (i.e., the final day of Fiscal Year 2016), if a change in control had occurred on that date and, in circumstances explained below, the executive’s employment had terminated. These amounts are reported based upon the executive’s compensation and service levels as of such date and, if applicable, and in accordance with SEC regulations, based on the Company’s closing stock price of $34.27 on April 1, 2016, the last trading day of Fiscal 2016. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including under any then-exercisable stock options, retirement plans and deferred compensation plans, and benefits available generally to salaried employees, such as distributions under the Company’s broad-based 401(k) plan.

The actual amounts that would be paid upon a NEO’s termination of employment in connection with a change in control can be determined only at the time of any such event. Due to the number of factors that affect the nature and amount of any benefits provided upon such an event, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s age and service.

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The benefits payable as a result of a change in control as reported in the columns of this table are as follows:

Cash Severance Benefit: Under the Severance Plan and Mr. Lawrie’s employment agreement, upon an involuntary termination or a voluntary termination for good reason following a change in control (and, in the case of executives other than Mr. Lawrie, within a specified number of years following a change in control), executives are paid a multiple of base salary plus average annual earned/paid EICP during the three fiscal years prior to which the employment termination had occurred;
 

Pro-Rata Bonus: Mr. Lawrie’s employment agreement provides that, in the event of an involuntary termination or termination for good reason following a change in control, Mr. Lawrie also will receive a pro-rata annual bonus (EICP) for the year in which the termination occurs based on his target bonus for the fiscal year in which the termination occurs;
 

Benefits Continuation: The Severance Plan and Mr. Lawrie’s employment agreement provide that upon an involuntary termination for good reason following a change in control (and, in the case of executives other than Mr. Lawrie, within a specified number of years following a change in control), executives also receive the continuation of certain health and welfare benefits for a specified period following the termination of employment;
 

Equity Awards: The amounts reported in the table below are the intrinsic value of stock options and RSU awards (including PSUs and Career Shares) that vest upon a change in control; regular-cycle PSUs, the organizational health component of Mr. Lawrie’s December 2015 retention PSU award and Career Shares that vest regardless of whether the executive officer’s employment terminates, while the financial component of Mr. Lawrie’s December 2015 retention PSU award and the December 2015 retention PSUs awarded to the other NEOs vest only if the executive’s employment is terminated without cause or if the executive resigns for good reason in connection with the change in control (the table below assumes such termination occurred on the change in control date); and
 

Reduction to Avoid Excise Tax: None of the NEOs are entitled to an excise tax gross up. To the extent that any payments or benefits provided to Severance Plan participants or to Mr. Lawrie (under his employment agreement) constitute “excess parachute payments” under Section 280G of the Internal Revenue Code, these payments will be reduced to the maximum amount that the executive may receive without becoming subject to the excise tax imposed under Section 4999 of the Code if it is determined that the executive would retain more, on an after-tax basis, having such payments so reduced.


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Additional information regarding the conditions under which these benefits are payable and the definitions used under the arrangements for determining whether an event triggering the benefit has occurred are discussed further following the table.

Early Vesting of:
Cash Misc. Time Excise
Severance Benefits Stock Vesting Total Tax Paid Net
Benefit1 Continuation Options2 RSUs2 PSUs2 Payments By NEO3 Payments3
Name       ($)       ($)       ($)       ($)       ($)       ($)       ($)       ($)
J. Michael Lawrie 9,081,333 43,800 1,774,855 882,692 17,624,170 29,406,850 4,824,850 24,582,000
Paul N. Saleh 2,887,808 38,936 567,953 913,226 5,988,134 10,396,057 1,790,823 8,605,234
William J. Deckelman, Jr. 2,077,391 22,622 273,689 1,368,400 2,807,193 6,549,295 969,934 5,579,361
Stephen J. Hilton 2,600,000 55,047 523,283 5,363,735 8,542,065 1,577,772 6,964,293
James R. Smith 1,846,950 41,074 370,614 722,344 4,247,390 7,228,372 1,370,280 5,858,092
David W. Zolet 2,206,652 60,949 375,169 405,550 2,849,310 5,897,630 952,364 4,945,266
Totals 20,700,134 262,428 3,885,563 3,197,501 38,879,932 68,020,269 11,486,023 56,534,246
____________________

1.       Cash severance was calculated by adding Fiscal 2016 base salary, prior three-year average EICP payout (i.e., for Fiscal Years 2013-2015 performance), and for purposes of calculating Mr. Lawrie’s pro-rata EICP, Target Fiscal 2016 EICP.
 
2. The intrinsic value of RSUs and PSUs, per share, is equal to the closing market price of CSC common stock on April 1, 2016 ($34.27), the final trading day of Fiscal Year 2016. The intrinsic value of a stock option, per share, is equal to the excess of (a) the closing market price of CSC common stock on April 1, 2016, over (b) the option’s exercise price per share. All outstanding PSUs were assumed to vest at target upon a change in control. All outstanding service-vesting RSUs and unvested stock options were assumed to vest upon a change in control.
 
3. Reducing the full payment to each NEO such that the executive would not be subject to the excise tax imposed under Section 4999 of the Code would result in a smaller overall payment than if the executive was subject to the excise tax on the full payment. Therefore, the full payment, net of excise taxes, is shown above in the “Net Payments” column.

Severance Plan for Senior Management and Key Employees. Each of the NEOs other than Mr. Lawrie participates in the Severance Plan, which provides certain benefits to participants in the event of a Change of Control (as defined below) of the Company. If there were a Change of Control and any of them either:

had a voluntary termination of employment for Good Reason (as defined below) within two years afterward, or
 

had an involuntary termination of employment, other than for death, disability or Cause (as defined below), within three years afterward,

then he would receive a one-time payment and certain health and welfare benefits during a specified period after termination. The amount of the one-time payment is equal to two times the sum of the participant’s then-current annual base salary plus the average of the three most recent annual EICP awards paid or determined. The number of years after termination of employment during which a participant would receive health and welfare benefits is equal to the same applicable multiple.

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There is a potential six-month delay in payments and benefits provided under the Severance Plan to certain specified employees (as determined under Section 409A). The Severance Plan provides for the crediting of earnings during any such payment or benefits delay period.

For purposes of the Severance Plan, the following definitions apply:

“Change of Control” means the consummation of a “change in the ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, as defined under Section 409A of the Internal Revenue Code.
 

A participant’s termination of employment with the Company is deemed for “Good Reason” if it occurs within six months of any of the following without the participant’s express written consent:


                1.     A substantial change in the nature, or diminution in the status, of the participant’s duties or position from those in effect immediately prior to the Change of Control;
 
2. A reduction by the Company in the participant’s annual base salary as in effect on the date of a Change of Control or as in effect thereafter if such compensation has been increased and such increase was approved prior to the Change of Control;
 
3. A reduction by the Company in the overall value of benefits provided to the participant, as in effect on the date of a Change of Control or as in effect thereafter if such benefits have been increased and the increase was approved prior to the Change of Control;
 
4. A failure to continue in effect any stock option or other equity-based or non-equity based incentive compensation plan in effect immediately prior to the Change of Control, or a reduction in the participant’s participation in any such plan, unless the participant is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value;
 
5. A failure to provide the participant the same number of paid vacation days per year available to him or her prior to the Change of Control, or any material reduction or the elimination of any material benefit or perquisite enjoyed by the participant immediately prior to the Change of Control;
 
6. Relocation of the participant’s principal place of employment to any place more than 35 miles from the participant’s previous principal place of employment;
 
7. Any material breach by CSC of any provision of the Severance Plan or of any agreement entered into pursuant to the Severance Plan or any stock option or restricted stock agreement;
 
8. Conduct by the Company, against the participant’s volition, that would cause the participant to commit fraudulent acts or would expose the participant to criminal liability; or
 
9. Any failure by the Company to obtain the assumption of the Severance Plan or any agreement entered into pursuant to the Severance Plan by any successor or assign of CSC;

provided that for purposes of bullets 2 through 5 above, “Good Reason” will not exist (i) if the aggregate value of all salary, benefits, incentive compensation arrangements, perquisites and other compensation is reasonably equivalent to the aggregate value of salary, benefits, incentive compensation arrangements, perquisites and other compensation as in effect immediately prior to the Change of Control, or as in effect thereafter if the aggregate value of such items has been increased and such increase was approved prior to the Change

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of Control, or (ii) if the reduction in aggregate value is due to reduced performance by the Company, the operating unit of the Company for which the participant is responsible, or the participant, in each case applying standards reasonably equivalent to those utilized by the Company prior to the Change of Control.

“Cause” means:
 

fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates;
 

conviction of a felony involving a crime of moral turpitude;
 

willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or
 

substantial and willful failure to render services in accordance with the terms of the Severance Plan (other than as a result of illness, accident or other physical or mental incapacity), provided that (i) a demand for performance of services has been delivered to the participant in writing by or on behalf of CSC’s Board of Directors at least 60 days prior to termination identifying the manner in which the Board believes that the participant has failed to perform and (ii) the participant has thereafter failed to remedy such failure to perform.

Vesting of Equity Awards Upon Change in Control. Stock options and RSUs, including regular-cycle PSUs and Career Shares, provide for accelerated vesting upon a Change in Control, defined as a change in ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, in each case as defined in Section 409A of the Internal Revenue Code. Regular-cycle PSUs and the organizational health component of Mr. Lawrie’s December 2015 retention PSU award vest at target upon a Change in Control occurring on or before the end of the final fiscal year in the performance period. The financial component of Mr. Lawrie’s December 2015 retention PSUs and the December 2015 retention PSUs granted to the other NEOs vest only upon the executive’s termination without cause or termination for good reason in connection with the change in control. If the change in control occurs before the end of Fiscal 2018, vesting is based on projected performance at the time of the change in control, and if the change in control occurs after the end of Fiscal 2018 but before December 15, 2018, vesting is based on the actual number of PSUs earned.

Termination Benefits Unrelated to Change in Control

The table below reflects the value of compensation and benefits that would become payable to each of the NEOs under plans and arrangements existing as of April 1, 2016 if their employment had been terminated on that date in the circumstances explained below. These amounts are reported based upon each such executive’s compensation and service levels as of such date and, if applicable, in accordance with SEC regulations, based on the Company’s closing stock price of $34.27 on April 1, 2016, the final trading day during Fiscal 2016. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including under then-exercisable stock options, retirement plans and deferred compensation plans, and benefits available generally to salaried employees, such as distributions under the Company’s broad-based 401(k) plan.

The actual amounts that would be paid upon an NEO’s termination of employment absent a change in control can be determined only at the time of any such event. Due to the number of factors that affect the nature and amount of any benefits provided upon such an event, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s age and service.

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The benefits payable as a result of a termination of employment as reported in the columns of this table are as follows:

Cash Severance Benefit: Under the Severance Policy and Mr. Lawrie’s employment agreement, upon an involuntary termination without cause (or, in Mr. Lawrie’s case, a voluntary termination for good reason), executives are paid a multiple of base salary (plus, in Mr. Lawrie’s case, his target annual bonus under the EICP);
 

Pro-Rata Bonus: The Severance Policy and Mr. Lawrie’s employment agreement provide that, in the event of an involuntary termination without cause (or, in Mr. Lawrie’s case, termination for good reason), executives also will receive a pro-rata annual bonus (EICP) for the year in which the termination occurs based on actual performance;
 

Benefits Continuation: The Severance Policy and Mr. Lawrie’s employment agreement provide that upon an involuntary termination without cause, executives also will receive the continuation of certain health and welfare benefits for a specified period following the termination of employment; and
 

Equity Awards: No unvested equity awards outstanding as of April 1, 2016 would become vested upon an executive’s involuntary termination absent a change in control.

Additional information regarding the conditions under which these benefits are payable and the definitions used under the arrangements for determining whether an event triggering the benefit has occurred are discussed further following the table.

Cash Benefits Aggregate
Severance Continuation RSUs Payments
Name       Benefit ($)1       ($)2       ($)       ($)
J. Michael Lawrie 6,250,000 32,850 6,282,850
Paul N. Saleh 700,000 19,468 719,468
William J. Deckelman, Jr. 539,700 11,311 551,011
Stephen J. Hilton 650,000 27,523 677,523
James R. Smith 650,000 20,537 670,537
David W. Zolet 650,000 30,475 680,475
Totals 9,979,400 142,164 10,121,564
____________________

1.       Mr. Lawrie is entitled to two times base salary plus target bonus, plus a pro-rata bonus (EICP) for the year of employment termination. Every other NEO is entitled to 12 months of base salary continuation plus a pro-rata bonus (EICP) for the year of employment termination. For purposes of this disclosure, actual Fiscal 2016 EICP is used as the pro-rata bonus described above.
 
2. Mr. Lawrie is entitled to 18 months of Company-subsidized COBRA continuation coverage, while the other NEOs are entitled to 12 months of Company-subsidized COBRA continuation coverage.

Executive Officer Severance Policy. The Company also maintains the Severance Policy to provide severance benefits to certain executives whose employment with the Company is terminated in situations not involving a change in control. The Severance Policy covers only those executive officers reporting directly to the CEO who are subject to Section 16 of the 1934 Act, and provides for benefits similar to those offered under the Severance Plan.

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Upon termination of employment by the Company without Cause (as defined in the Severance Policy), each covered executive may receive, in the discretion of the Company and the Committee, up to 12 months of base salary continuation, paid in installments, and 12 months of Company-provided healthcare coverage continuation. Terminated executives also are eligible to receive a pro-rata portion of the EICP award earned for the year of employment termination, subject to approval by the Committee.

Vesting of Equity Awards Upon Terminations of Employment. All annual equity awards provide for accelerated vesting (unless the Compensation Committee determines otherwise) upon retirement, other than for Cause (as defined below), at age 62 or older with at least ten years of service (and, in the case of PSUs, provided the executive’s retirement date is more than one year after the grant date). None of the NEOs were eligible to retire under this definition as of April 1, 2016, the last day of our 2016 Fiscal Year. In addition, all annual equity awards, along with Career Shares and options, provide for accelerated vesting upon an executive’s termination of employment due to death or permanent disability, with vesting of annual-cycle PSUs and December 2015 retention PSUs occurring with respect to only a pro-rata fraction of the target amount (based on the executive’s service during the applicable performance period), as opposed to the full target amount, if such termination occurs during the applicable performance period. If the NEOs had terminated employment due to death or permanent disability on April 1, 2016, they would have each received the amounts shown next to their names for early vesting of stock options, service-vesting RSUs and PSUs on the Change in Control Termination Benefits table above, except that amounts for annual-cycle PSU grants and December 2015 PSU grants would be pro-rated.

Stock options granted prior to May 2013 that are vested but unexercised at the time of employment termination remain exercisable until the earlier of (a) the option expiration date or (b) the fifth anniversary of employment termination (for terminations due to death or permanent disability and all terminations at age 62 or older other than for Cause), or three months after employment termination (for all other terminations). Stock options granted since May 2013 that are vested but unexercised at the time of employment termination remain exercisable until the earlier of (a) the option expiration date or (b) the third anniversary of employment termination (for terminations due to death or permanent disability and all terminations at age 62 or older other than for Cause), or three months after employment termination (for all other terminations). “Cause” means:

fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates;
 

conviction of a felony involving a crime of moral turpitude;
 

willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or
 

substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (i) a demand for performance of services has been delivered to the employee in writing by the employee’s supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the employee has failed to perform and (ii) the employee has thereafter failed to remedy such failure to perform.

Annual stock option awards granted to Mr. Lawrie contain special exercise provisions which are described below in connection with his employment agreement.

There are provisions in the award agreements for all stock options and RSUs (including PSUs and Career Shares) which require the holder of such securities to deliver to the Company an amount in cash equal to the intrinsic value of the securities on the date (the “Realization Date”) they had vested (in the case of RSUs or restricted stock) or were exercised (in the case of stock options) if the holder:

competes with the Company after voluntary termination of employment and prior to six months after the Realization Date, or


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solicits the Company’s customers or solicits for hire or hires the Company’s employees, or discloses the Company’s confidential information, after voluntary or involuntary termination of employment and prior to one year after a Realization Date.

These forfeiture provisions do not apply if there has been a Change in Control within three years prior to the employment termination date. In addition, the Company has entered into Non-Competition Agreements with all members of senior management.

Employment Agreement with Mr. Lawrie. The Company and Mr. Lawrie entered into an employment agreement that is described above under “Contracts and Agreements.” In the event that Mr. Lawrie is terminated by the Company without “cause” or if he resigns from the Company for “good reason” (as each such term is defined in the employment agreement and collectively referred to as a “Qualifying Termination”), he will receive the following payments under the terms of the agreement:

a pro-rata annual bonus (EICP) for the year in which the termination occurs, based on the Company’s actual performance for the entire fiscal year, payable at the time annual bonuses are generally paid (the “Pro-Rata Bonus”);
 

a severance payment equal to two times the sum of Mr. Lawrie’s (A) base salary and (B) target annual bonus (EICP), payable in twenty-four equal monthly installments following Mr. Lawrie’s termination;
 

COBRA premiums for a period of eighteen months following termination.

In the event of a Qualifying Termination prior to April 1, 2017, any then-vested stock options will remain exercisable for the lesser of two years following the date of termination or the expiration of their original terms. The employment agreement also provides that upon the termination of Mr. Lawrie’s employment due to death or disability, he will be eligible to receive a Pro-Rata Bonus, which would have equaled the same amount as his actual Fiscal 2016 EICP payment as shown on the Summary Compensation Table had Mr. Lawrie terminated employment due to death or disability on April 1, 2016.

The severance benefits described above are subject to Mr. Lawrie’s continued compliance with certain restrictive covenants as set forth in the employment agreement and the non-competition agreement described above and, in the event of a Qualifying Termination that is not in connection with a Change in Control, the execution and non-revocation of a release of claims against the Company and certain related parties.

There will be a six-month delay in payments and benefits provided under the employment agreement following certain terminations of Mr. Lawrie’s employment if such payments and benefits are determined to be subject to the provisions of Section 409A of the Internal Revenue Code at the time of termination. The employment agreement provides for the crediting of earnings during any such payment or benefits delay period.

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PROPOSAL 2 - ADVISORY VOTE APPROVING
EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, we are providing our stockholders the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. We urge the stockholders to read the CD&A appearing elsewhere in this proxy statement, as well as the 2016 Summary Compensation Table and related compensation tables and narrative, which provide detailed information on our compensation policies and practices and our named executive officers’ compensation. As disclosed in the CD&A, the Company’s compensation programs focus on aligning pay to performance.

We believe that the information provided in this proxy statement demonstrates that our compensation policies and practices are aligned with our stockholders’ interests and reward our named executive officers for performance. We are therefore asking our stockholders to approve the following advisory resolution at the 2016 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of Computer Sciences Corporation approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Computer Sciences Corporation 2016 definitive proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the accompanying footnotes and narratives.

The vote on the compensation of our named executive officers as disclosed in this proxy statement is advisory, and therefore not binding on the company, the Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. We have determined that our stockholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. Unless this policy changes, the next advisory vote on the compensation of our named executive officers will be at the 2017 Annual Meeting of Stockholders. The affirmative vote of a majority of votes cast is required to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.

The Board of Directors recommends a vote FOR the approval of the advisory resolution on
executive compensation.

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PROPOSAL 3 - RATIFICATION OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2017. Deloitte & Touche LLP, or one of its predecessor firms, have been retained as the Company’s independent registered public accounting firm continuously since 1962.

The Audit Committee is responsible for approving the audit fee of the independent registered public accounting firm. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the independent registered public accounting firm’s lead engagement partner, the Audit Committee and its Chair will continue to be directly involved in the selection of the new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders.

The Audit Committee has recommended that the stockholders ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2017.

We expect that a representative of Deloitte & Touche LLP will attend the Annual Meeting. He will have an opportunity to make a statement, if desired, and will be available to respond to appropriate questions.

Fees

The following table summarizes the aggregate fees billed by the Company’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, which include Deloitte Consulting, for services provided during the last two fiscal years:

      FY2016       FY2015
Audit Services1 $ 12,722,000 $ 14,531,000
Audit-Related Services2 3,325,000 3,535,000
Tax Services3 1,755,000 1,076,000
Other Services 4 4,307,000
$ 22,109,000 $ 19,142,000
____________________

1.       Includes fees associated with the audit of our consolidated annual financial statements, review of our consolidated interim financial statements, statutory audits of international subsidiaries and the audit of our internal control over financial reporting.
 
2. Consists primarily of fees for a carve-out audit of the U.S. public sector business and related accounting research and consultations.
 
3. Consists of fees for tax compliance and consultation, and expatriate tax services.
 
4. Consists primarily of advisory services to analyze and provide advice and recommendations with respect to third party IT and other vendor contracts in connection with the separation of the U.S. public sector business.

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Pre-Approval Policy

The Audit Committee pre-approves all audit, audit-related and tax and all other services to be provided by the independent auditors. The Committee has delegated to its Chairman the authority to pre-approve services to be provided by the independent auditors. The Chairman reports each such pre-approval decision to the full Audit Committee at its next scheduled meeting. All services performed by Deloitte & Touche LLP for fiscal years 2016 and 2015 were approved in accordance with the Audit Committee’s pre-approval guidelines.

Vote Required

A majority of the votes cast at the Annual Meeting is necessary for the approval of this proposal.

The Board of Directors recommends a vote FOR the ratification of the appointment of Deloitte &
Touche LLP as independent auditors for Fiscal Year 2017.

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PROPOSAL 4 - APPROVAL OF AMENDMENT TO 2011 OMNIBUS INCENTIVE PLAN

In 2011, the Board adopted and the stockholders approved the 2011 Omnibus Incentive Plan (the “Plan”), which authorized the issuance of up to 11,000,000 shares of CSC stock pursuant to equity incentives granted to employees. In 2013, the Board adopted and the stockholders approved an increase in the number of shares authorized for issuance under the plan from 11,000,000 to 19,300,000. In November 2015, the Board adjusted the number of shares available for issuance under the Plan from 19,300,000 to 20,257,470 to reflect the adjustment to the number of shares subject to certain outstanding awards under the Incentive Plan at the time of the Separation. We have granted 15,527,746 shares under the 2011 Plan in the form of stock options and restricted stock units (“RSUs”) since the plan’s adoption.

On May 17, 2016, the Board approved on recommendation of the Compensation Committee an increase of 7,250,000 in the number of shares authorized for issuance under the plan, from 20,257,470 to 27,507,470. The Board believes that this share reserve should be sufficient for a period of one to two years.

The Plan, as amended and restated, is attached as Appendix B to this Proxy Statement. The following summary of the plan is qualified in its entirety by reference to the full text of the amended Plan.

Summary of the Plan

The following is a brief summary of the material features of the Plan.

Eligibility

All CSC employees are eligible for awards under the Plan. As of April 1, 2016, there were approximately 59,000 employees, and approximately 818 employees who were actually participating in the Plan.

Administration

The Plan is administered by our Compensation Committee, except as otherwise provided with respect to actions or determinations by our Board.

Types of Awards

Options to purchase shares of common stock, stock appreciation rights (“SARs”), restricted stock, RSUs and cash awards may be granted under the Plan. Awards may be structured as performance awards subject to the attainment of one or more performance goals. Performance awards may be in the form of performance based RSUs or “performance units”, restricted stock, options, SARs or cash awards.

The per share exercise price of an option cannot be less than the fair market value per share of the common stock on the date of grant. Options and SARs must have fixed terms no longer than ten years. Options may be granted as incentive stock options under Section 422 of the Internal Revenue Code or nonqualified stock options. Options may not include provisions that “reload” the option upon exercise.

Repricing and Exchanges

Repricing of options and SARs and the cancellation of options and SARs in exchange for cash or other awards or options or SARs having a lower exercise price is prohibited under the Plan without approval of our stockholders.

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Vesting Limitations

Any restricted stock, RSU, option or SAR (an “award”) that is not a performance award generally must have a minimum vesting period of three years. Any performance award generally must have a performance period of not less than three years. Earlier vesting of awards may occur in the events of death, disability, change in control, retirement, involuntary termination without cause or voluntary termination for good reason and to the extent provided for in an employee’s employment agreement that was effective prior to the effective date of the Plan. Vesting of options and SARs may occur incrementally over the three-year restricted period or three-year performance period, as applicable. However, 1,375,374 or five percent of the total number of shares of common stock available for issuance under the Plan will not be subject to the minimum restricted period or performance period, as applicable that is described above.

Shares Reserved

The Plan currently provides that the number of shares of common stock as to which awards may be granted is 27,507,470 shares, which is referred to as the Maximum Share Limit. Under the terms of the amended Plan, no more than 27,507,470 shares may be used for options and stock appreciation rights (the “Option/SAR Limit”) and no more than 13,753,735 shares may be used for awards other than options and stock appreciation rights (the “Full Value Award Limit”).

Each Option and SAR granted shall reduce each of the Maximum Share Limit and the Option/SAR Limit by one share and the Full Value Award Limit by one-half share; and each Award other than an Option or SAR granted shall reduce each of the Maximum Share Limit and the Options/SAR Limit by two shares and the Full Value Award Limit by one share. Awards only settled in cash will not reduce the maximum share limit under the Plan.

If an award expires or is terminated, cancelled or forfeited, the shares of common stock associated with the expired, terminated, cancelled or forfeited award will again be available for awards under the Plan. In the case of an Award other than an Option or SAR that expires, terminates, is cancelled or is forfeited, the Maximum Share Limit and the Option/SAR Limit shall each be increased by two shares of Common Stock, and the Full Value Award Limit shall be increased by one share of Common stock for each such Award that is not an Option or SAR. In the case of an Option or SAR that expires, terminates, is cancelled or is forfeited, the Maximum Share Limit and Option/SAR Limit shall each be increased by one share of Common Stock and the Full Value Award Limit shall be increased by one-half share for each such Option or SAR. However, the following shares of common stock will not become available again for issuance under the Plan:

Shares of common stock that are tendered by a participant or withheld as full or partial payment of minimum withholding taxes or as payment for the exercise price of an award; and
 

Shares of common stock reserved for issuance upon grant of an SAR, to the extent the number of reserved shares of common stock exceeds the number of shares of common stock actually issued upon exercise or settlement of such SAR.

If cash is issued in lieu of shares of common stock pursuant to an award, the shares will not become available for issuance under the Plan.

Award Limits

Under the Plan, no employee may be granted, in any fiscal year period: options or SARs that are exercisable for more than 1,000,000 shares of common stock; stock awards covering more than 1,000,000 shares of common stock; or cash awards or RSUs that may be settled solely in cash having a value greater than $10,000,000.

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Adjustments

The Plan provides for appropriate adjustments in the number of shares of common stock subject to awards and available for future awards, the exercise price of outstanding awards, as well as the maximum award limits under the Plan, in the event of changes in our outstanding common stock by reason of a merger, stock split, reorganization, recapitalization or similar events.

Award Agreements

Each award granted under the Plan will be evidenced by an agreement that contains such additional terms and conditions not inconsistent with the Plan as may be determined by the Compensation Committee in its sole discretion. Such terms and conditions may include, among other things, the date of grant, the number of shares covered by the award or the cash amount of the award, the purchase or exercise price per share, the treatment upon a termination of employment of a participant, the means of payment for the shares, the purchase or exercise period and the terms and conditions of purchase or exercise, if applicable. No awards will provide any right to continued employment.

Dividends

The Compensation Committee may include provisions in stock awards for the payment or crediting of dividends or dividend equivalents upon vesting of the award. No dividends or dividend equivalents will be paid on unvested stock, RSU or performance unit awards prior to vesting.

Performance Awards

Any award available under the Plan may be structured as a performance award. Performance awards not intended to qualify as qualified performance-based compensation under Internal Revenue Code Section 162(m) will be based on achievement of such goals and will be subject to such terms, conditions and restrictions as the Compensation Committee will determine.

Performance awards granted under the Plan that are intended to qualify as qualified performance-based compensation Internal Revenue under Code Section 162(m) will be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective performance goals established by the Compensation Committee. One or more of such goals may apply to the employee, one or more of our operating units, divisions or sectors, or our entire company, and if so desired by the Compensation Committee, by comparison with a peer group of companies including by direct reference to peers, by reference to an index, or by a similar mechanism. Performance awards may be based on any one or more of the following measures:

contract awards;
 
backlog; market share;
revenue;
 
sales; days’ sales outstanding;
overhead;
 
other expense management; operating income;
operating income margin;
 
earnings (including net earnings, EBT, EBIT and EBITDA);
 
earnings margin;
earnings per share;
 
cash flow; working capital;
book value per share; improvement in capital structure; credit rating;

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return on stockholders’ equity; return on investment;
 
cash flow return on investment;
return on assets total stockholder return;
 
economic profit;
stock price total contract value; or annual contract value.

The Compensation Committee may provide in any particular performance award agreement that any evaluation of performance may include or exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (iv) any reorganization and restructuring programs, (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the annual report to stockholders for the applicable year, (vi) acquisitions or divestitures, (vii) foreign exchange gains and losses and (viii) settlement of hedging activities. Awards that are intended to qualify as qualified performance-based awards may not be adjusted upward. The Compensation Committee may retain the discretion to adjust any performance awards downward, either on a formula or discretionary basis or any combination, as the Compensation Committee determines.

Change in Control

Unless (i) an award agreement provides otherwise or (ii) the agreement effectuating a change in control provides for the assumption or substitution of awards, upon the date of a change in control:

all outstanding options that have not vested in full shall be fully vested and exercisable;
 

all restrictions applicable to outstanding restricted stock will lapse in full;
 

all outstanding restricted stock units that have not vested in full will be fully vested; and
 

all performance awards will be considered earned and payable at their target value and prorated (if the change in control occurs during the performance period), and will be immediately paid or settled.

Assignability and Transfer

Generally, no award under the Plan will be assignable or otherwise transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order issued by a court of competent jurisdiction.

Award Termination; Forfeiture; Disgorgement

The Compensation Committee will have full power and authority to determine whether, to what extent and under what circumstances any award will be terminated, or forfeited or the participant should be required to disgorge the gains attributable to the award. In addition, awards will be subject to any recoupment or clawback policy adopted by, or applicable to, us.

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Duration; Plan Amendments

The Plan will expire on August 13, 2023. The Board may at any time amend, modify, suspend or terminate the Plan (and the Compensation Committee may amend or modify an award agreement) but in doing so cannot adversely affect any outstanding award without the participant’s written consent or make any amendment to the Plan without stockholder approval, if stockholder approval is otherwise required by applicable legal requirements.

Material Federal Income Tax Consequences of Awards Under the Plan

The following summary is based on current interpretations of existing federal income tax laws. The discussion below is not purported to be complete, and it does not discuss payroll taxes, the tax consequences arising in the context of the participant’s death or the income tax laws of any local, state or foreign country in which a participant’s income or gain may be taxable.

Stock Options

Some of the options issuable under the Plan may constitute incentive stock options, while other options granted under the Plan may be nonqualified stock options. The Internal Revenue Code provides for special tax treatment of stock options qualifying as incentive stock options, which may be more favorable to employees than the tax treatment accorded nonqualified stock options. On grant of either form of option, the optionee will not recognize income for tax purposes, and we will not receive any deduction. Generally, on the exercise of an incentive stock option, the optionee will recognize no income for U.S. federal income tax purposes. However, the difference between the exercise price of the incentive stock option and the fair market value of the shares at the time of exercise is included in the participant’s income when computing alternative minimum taxable income, which may require payment of an alternative minimum tax. On the sale of shares of common stock acquired by exercise of an incentive stock option (assuming that the sale does not occur within two years of the date of grant of the option or within one year of the date of exercise), any gain will be taxed to the optionee as long-term capital gain. If the incentive stock option shares are sold before the expiration of these holding periods, the optionee recognizes ordinary income at the time of disposition equal to the excess if any, of the lesser of (1) the aggregate fair market value of the shares at the date of exercise and (2) the amount received for the shares in the sale, over the aggregate exercise price previously paid by the optionee. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income is treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the optionee before the sale.

On the exercise of a nonqualified option, the optionee generally recognizes taxable income (subject to withholding) in an amount equal to the difference between the fair market value of the shares of common stock acquired on the date of exercise and the exercise price. On any sale of those shares by the optionee, any difference between the sale price and the fair market value of the shares on the date of exercise of the nonqualified option will be treated generally as capital gain or loss. No deduction is available to us on the exercise of an incentive stock option (although a deduction may be available if the employee sells the shares acquired on exercise before the applicable holding periods noted above expire). On exercise of a nonqualified stock option, we generally are entitled to a deduction in an amount equal to the income recognized by the employee. Except in the case of the death or disability of an optionee, an optionee has three months after termination of employment in which to exercise an incentive stock option and retain favorable tax treatment on exercise. An incentive stock option exercised more than three months after an optionee’s termination of employment other than due to the death or disability of an optionee cannot qualify for the tax treatment accorded incentive stock options. Any such option would be treated as a nonqualified stock option for tax purposes.

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Stock Appreciation Rights

The amount of any cash or the fair market value of any shares of common stock received by the holder on the exercise of SARs in excess of the exercise price will be subject to ordinary income tax in the year of receipt, and we generally will be entitled to a deduction for that amount.

Restricted Stock

Generally, a grant of shares of common stock under the Plan subject to vesting and transfer restrictions will not result in taxable income to the participant for federal income tax purposes or a tax deduction to us at the time of grant. The value of the shares will generally be taxable to the participant as compensation income in the year in which the restrictions on the shares lapse. Such value will be the fair market value of the shares as to which the restrictions lapse on the date those restrictions lapse. Any participant, however, may elect pursuant to Internal Revenue Code Section 83(b) to treat the fair market value of the restricted shares on the date of grant as compensation income in the year of grant, provided the participant makes the election pursuant to Internal Revenue Code Section 83(b) within 30 days after the date of grant. In any case, we generally will receive a deduction for federal income tax purposes equal to the amount of compensation included in the participant’s income in the year in which that amount is so included.

Restricted Stock Units

A grant of a right to receive shares of common stock or cash in lieu of the shares will result in taxable income for federal income tax purposes to the participant at the time the award is settled in an amount equal to the fair market value of the shares or the amount of cash awarded. We generally will be entitled to a corresponding deduction at such times for the amount included in the participant’s income.

Performance Units

The amount of any cash or the fair market value of any shares of common stock received by the holder on the settlement of performance units under the Plan will be subject to ordinary income tax in the year of receipt, and we will be entitled to a deduction for that amount in the year in which that amount is included.

Cash Awards

Cash awards under the Plan are taxable income to the participant for federal income tax purposes at the time of payment. The participant will have compensation income equal to the amount of cash paid, and we generally will have a corresponding deduction for federal income tax purposes.

Basis; Gain

A participant’s tax basis in vested shares of common stock issued under the Plan is equal to the sum of the price paid for the shares, if any, and the amount of ordinary income recognized by the participant on the transfer or vesting of the shares. The participant’s holding period for purposes of calculating gain upon disposition of the shares generally begins on the later of the transfer or vesting of the shares, unless the participant files an election under Internal Revenue Code Section 83(b) within 30 days after the date of grant of restricted stock. If a participant files an election under Internal Revenue Code Section 83(b) within 30 days after the date of grant of restricted stock, the holding period begins on the date of grant. If a participant sells shares, any difference between the amount realized in the sale and the participant’s tax basis in the shares is taxed as long-term or short-term capital gain or loss (provided the shares are held as a capital asset on the date of sale), depending on the participant’s holding period for the shares.

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Certain Tax Internal Revenue Code Limitations on Deductibility

In order for us to deduct the amounts described above, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. The ability to obtain a deduction for awards under the Plan could also be limited by Internal Revenue Code Section 280G, which provides that certain excess parachute payments made in connection with a change in control of an employer are not deductible.

The ability to obtain a deduction for awards under the Plan could also be limited by Internal Revenue Code Section 162(m), which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees to $1 million during any taxable year. However, certain exceptions apply to this limitation in the case of qualified performance-based compensation. It is intended that the approval of the Plan by our stockholders will satisfy the stockholder approval requirement for the qualified performance-based exception and we will be able to comply with the requirements of the Internal Revenue Code and Treasury Regulation Section 1.162-27 as they relate to the grant and payment of certain qualified performance-based awards (including options and SARs) under the Plan so as to be eligible for the qualified performance-based exception. In certain cases, we may determine it is in our interests to not satisfy the requirements for the qualified performance-based exception.

Internal Revenue Code Section 409A

Internal Revenue Code Section 409A generally provides that deferred compensation subject to Internal Revenue Code Section 409A that does not meet the requirements for an exemption from Internal Revenue Code Section 409A must satisfy specific requirements, both in operation and in form, including: (i) the timing of payment; (ii) the election of deferrals; and (iii) restrictions on the acceleration of payment. Failure to comply with Internal Revenue Code Section 409A may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty on the participant of the deferred amounts included in the participant’s income.

Benefits Granted Under the 2011 Incentive Plan

The number and type of awards that will be granted under the Plan are not determinable at this time as the Compensation Committee or the full board of directors, as applicable, will make these determinations in its sole discretion. However, as of April 1, 2016, all current executive officers as a group held 1,857,308 stock options and 1,169,179 RSUs under the Plan. No associates of such executive officers have received stock options or RSUs under the Plan. All employees as a group had 4,827,154 stock options and cash-settled stock appreciation rights and 3,400,497 RSUs outstanding under the Plan. Non-employee directors are not eligible to participate in the Plan.

Other Information

The following table gives information about our common stock that may be issued under our equity compensation plans as of April 1, 2016. See Note 16 of the Notes to the Consolidated Financial Statements included in our 2016 Annual Report on Form 10-K for information regarding the material features of these plans.

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Number of             Number of securities
securities to remaining available for
be issued upon Weighted-average future issuance under
exercise of exercise price equity compensation
outstanding of outstanding plans (excluding
options, warrants options, warrants securities reflected in
Plan Category and rights (a) and rights (b) column (a)) (c)
Equity compensation plans approved
      by security holders 9,053,666             $ 24.83             10,421,3761
 
Equity compensation plans not
      approved by security holders
Total 9,053,666 10,421,376
____________________

1.      Includes 3,000 shares available for future issuance under the 2006 Non-Employee Director Incentive Plan. This plan permits shares to be issued pursuant to stock options, restricted stock, and RSUs. Includes 121,936 shares available for future issuance under the 2010 Non-Employee Director Incentive Plan. This plan permits shares to be issued pursuant to RSUs and restricted stock.
 
Includes 2,073,268 shares available for future issuance under the 2007 Incentive Plan. This plan permits shares to be issued pursuant to stock options, restricted stock or RSUs, or pursuant to performance awards payable in shares of CSC stock, restricted stock, RSUs or any combination of the foregoing. Of the shares available for issuance under the 2007 plan, 2,073,268 shares are available for future grant as stock options with each option granted counted as one share against the available shares under such plan or assuming no options are granted, 1,036,634 shares are available for future awards of restricted stock or RSUs, after giving effect to the requirement set forth in the 2007 plan that a grant of one share of restricted stock or one RSU be counted as two shares against the available shares under such plan.
 
Includes 8,223,712 shares available for future granting under the 2011 Omnibus Incentive Plan. This plan permits shares to be issued pursuant to stock options, restricted stock or RSUs, or pursuant to performance awards payable in shares of CSC stock, restricted stock, RSUs or any combination of the foregoing. Of the shares available for issuance under the 2011 Omnibus Incentive Plan, 8,223,712 shares are available for future grant as stock options with each option granted counted as one share against the available shares under such plan or assuming no options are granted, 4,111,856 shares are available for future awards of restricted stock or RSUs, after giving effect to the requirement set forth in the 2011 Omnibus Incentive Plan that a grant of one share of restricted stock or one RSU be counted as two shares against the available shares under such plan.

Vote Required

A majority of the votes cast at the Annual Meeting is necessary for the approval of this proposal.

The Board of Directors recommends a vote FOR the approval of the amendment to the 2011
Omnibus Incentive Plan to increase the number of shares authorized for issuance
under the plan by an additional 7,250,000 shares.

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PROPOSAL 5 - APPROVAL OF AMENDMENT TO 2010 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN

In 2010, the Board adopted and the stockholders approved the 2010 Non-Employee Director Incentive Plan (the “2010 Director Plan”), which authorized the issuance of up to 150,000 shares of CSC stock pursuant to equity incentives granted to non-employee directors. In 2013, the Board adopted and the stockholders approved an increase in the number of shares authorized for issuance under the plan from 150,000 to 300,000. We have granted 192,888 shares under the 2010 Director Plan in the form of restricted stock units (“RSUs”) since the plan’s adoption.

On May 17, 2016, the Board approved on recommendation of the Compensation Committee an amendment to the 2010 Director Plan increasing the number of shares authorized for issuance under the plan from 300,000 to 800,000. The Board believes that this share reserve should be sufficient for a period of four years, taking into account the potential addition of new board members and grant increases over at least that period.

The 2010 Director Plan, as amended and restated, is attached as Appendix C to this Proxy Statement. The following summary of the plan is qualified in its entirety by reference to the full text of the amended 2010 Director Plan.

Shares Available for Issuance

If the stockholders approve this Proposal 5, the maximum number of shares of CSC stock that may be issued pursuant to awards granted under the amended 2010 Director Plan will be 800,000, subject to certain adjustments for corporate transactions, as described in “Adjustments” below. Shares of CSC stock issued under the 2010 Director Plan may consist of newly issued shares, treasury shares and/or shares purchased in the open market or otherwise. Only shares of CSC stock actually issued pursuant to awards granted under the 2010 Director Plan will be counted against the authorized shares. If an award is settled or terminates by expiration, forfeiture, cancellation or otherwise without the issuance of all shares originally covered by the award, then the shares not issued will again be available for use under the 2010 Director Plan.

Eligibility

Each CSC director who is not an employee of the Company or any of its subsidiaries is eligible for the grant of awards under the 2010 Director Plan. As of April 1, 2016, there were eight non-employee directors.

Administration

The 2010 Director Plan will be administered by the Board or, in the Board’s discretion, a committee of the Board consisting of three or more directors, each of whom is:

“independent” for purposes of CSC’s Corporate Governance Guidelines; and
 

a “non-employee director” for purposes of SEC Rule 16b-3(b)(3).

The administrator of the 2010 Director Plan (the “Administrator”) will have full and final authority to select the non-employee directors to whom awards will be granted under the 2010 Director Plan, to grant awards and to determine the terms and conditions of those awards.

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Types of Awards

The 2010 Director Plan provides for the grant of:

restricted stock; and
 

RSUs

Subject to the 2010 Director Plan, the Administrator will determine the terms and conditions of each award, which will be set forth in an award agreement executed by CSC and the participant.

Restricted Stock and Restricted Stock Units. The 2010 Director Plan authorizes the Administrator to grant awards of restricted stock and RSUs with time-based vesting. An RSU represents the right to receive a specified number of shares of CSC stock, or cash based on the market value of those shares, upon vesting or at a later date permitted in the award agreement. The terms and conditions of the restricted stock and RSUs will be determined by the Administrator, subject to the requirements of the 2010 Director Plan. Among those requirements are the following:

Unless the Administrator determines otherwise, all restricted stock will have full voting rights;
 

Rights to dividends or dividend equivalents may be extended to and made part of any award of restricted stock or RSUs, subject to such terms, conditions and restrictions as the Administrator may establish; and
 

The Administrator may also establish rules and procedures for the crediting of interest on deferred cash payments.

Transferability

Unless the Administrator determines otherwise, no award, and no shares of CSC stock subject to an outstanding award as to which any applicable restriction or deferral period has not lapsed, may be sold or transferred except by will or the laws of descent and distribution.

Change in Control

Unless an award agreement specifies otherwise, upon the date of a change in control of CSC (as such term is defined under Section 409A of the Internal Revenue Code):

all restrictions applicable to outstanding restricted stock will lapse in full; and
 

all outstanding RSUs will become fully vested.

Adjustments

If there is a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or similar transaction, or a sale of substantially all of CSC’s assets, then, unless the terms of the transaction provide otherwise and the outstanding shares of CSC common stock are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities (or if cash, property, and/or securities are distributed in respect of such shares), the Administrator will make such adjustments as it deems appropriate and proportionate in:

the number and type of shares, cash or property subject to outstanding awards granted under the 2010 Director Plan, and the exercise or purchase price per share; and
 

the maximum number and type of shares authorized for issuance under the 2010 Director Plan.


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Plan Amendments

The Board of Directors may amend or terminate all or any part of the 2010 Director Plan at any time and in any manner, subject to the following:

CSC stockholders must approve any amendment or termination if (i) stockholder approval is required by the SEC, NYSE or any taxing authority, or (ii) the amendment or termination would materially increase the benefits accruing to non-employee directors or the maximum number of shares which may be issued under the 2010 Director Plan, or materially modify the 2010 Director Plan’s eligibility requirements; and
 

Non-employee directors must consent to any amendment or termination that would impair their rights under outstanding awards.

The Administrator may amend the terms of any outstanding award, but no such amendment may impair the rights of any non-employee director without his or her consent.

Plan Duration. No award may be granted under the 2010 Director Plan after May 13, 2023, but any award granted prior to that date may extend beyond that date.

New Plan Benefits. Because benefits under the 2010 Director Plan will depend on the Administrator’s actions and the fair market value of CSC stock at various future dates, it is not possible to determine the benefits that will be received by non-employee directors if the 2010 Director Plan is approved by CSC stockholders. As of April 1, 2016, all non-employee directors as a group held in the aggregate 49,740 RSUs under the 2010 Director Plan.

Federal Income Tax Treatment

The following is a brief description of the principal effect of U.S. federal income taxation upon a non-employee director and CSC with respect to the grant and settlement of awards under the 2010 Director Plan, based on U.S. federal income tax laws in effect on the date hereof. The following is only a summary and therefore is not complete, does not discuss the income tax laws of any state or foreign country in which a non-employee director may reside, and is subject to change.

Restricted Stock. Pursuant to the 2010 Director Plan, non-employee directors may be granted restricted stock. Unless the non-employee director makes a timely election under Section 83(b) of the Internal Revenue Code, he or she will generally not recognize any taxable income until the restrictions on the shares expire or are removed, at which time the non-employee director will recognize ordinary income in an amount equal to the excess of the fair market value of the shares at that time over the purchase price for the restricted shares, if any. If the non-employee director makes an election under Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income on the date of grant equal to the fair market value of the shares on the date of grant. CSC will generally be entitled to a deduction equal to the amount of ordinary income recognized by the non-employee director.

Restricted Stock Units. Pursuant to the 2010 Director Plan, non-employee directors may be granted RSUs. The grant of an RSU is generally not a taxable event for the non-employee director. In general, the non-employee director will not recognize any taxable income until the shares of CSC stock subject to the RSU (or cash equal to the value of such shares) are distributed to him or her without any restrictions, at which time the non-employee director will recognize ordinary income equal to the fair market value of the shares (or cash) at that time. CSC will generally be entitled to a deduction equal to the amount of ordinary income recognized by the non-employee director.

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Section 409A

Awards made under the 2010 Director Plan are intended to comply with or be exempt from Section 409A of the Internal Revenue Code. If any provision or award under the 2010 Director Plan would result in the imposition of an additional tax under Section 409A, that Plan provision or award will be reformed to avoid imposition of the additional tax and no action taken to comply with Section 409A shall be deemed to adversely affect the non-employee director’s rights to an award.

Other Information

See information about our common stock that may be issued under our equity compensation plans as of April 1, 2016 under “Other Information” on page 94 above.

Vote Required

A majority of the votes cast at the Annual Meeting is necessary for the approval of this proposal, provided that the number of votes cast is greater than 50% of the total outstanding shares of the common stock.

The Board of Directors recommends a vote FOR approval of the Amendment of the 2010
Non-Employee Director Incentive Plan to increase the number of shares authorized for
issuance under the plan by an additional 500,000 shares.

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ADDITIONAL INFORMATION

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires CSC directors and executive officers, and persons who own more than 10% of the CSC stock, to file with the SEC initial reports of ownership and reports of changes in ownership of CSC stock and other equity securities of the Company. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, b