UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 27, 2017

 

 

 

LOGO   COMPUTER SCIENCES CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Nevada   1-4850   95-2043126

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1775 Tysons Boulevard

Tysons, Virginia

  22102
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (703) 245-9675

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2017, upon the approval of the Compensation Committee and the Board of Directors (“Board”) of Computer Sciences Corporation (“Company”), the Company agreed to extend the term of employment under the Employment Agreement between the Company and J. Michael Lawrie, the Company’s Chairman, President and Chief Executive Officer (“CEO”), dated February 7, 2012 and amended on August 25, 2016 (the “CEO Employment Agreement”).

The term of employment under the CEO Employment Agreement was scheduled to end on March 31, 2018, unless the parties mutually agreed to an annual extension not less than 6 months prior to the end of the Company’s 2018 fiscal year. As extended by the Board, the term of employment under the CEO Employment Agreement will now end on the earlier of (i) March 31, 2019, or (ii) the date of termination of the CEO’s employment in accordance with the CEO Employment Agreement, unless annually extended again by mutual agreement of the parties not later than September 30, 2018.

All other terms of the CEO Employment Agreement that were in effect prior to the Board’s approval of the extension remain in effect.

The foregoing summary of the material terms of the amendment to the CEO Employment Agreement is qualified by reference to the full text of the March 27, 2017 amendment which is included as Exhibit 10.1 hereto and incorporated by reference herein and to the terms of the CEO Employment Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed herewith.

 

Exhibit
No.

  

Description

10.1    Amendment to the CEO Employment Agreement dated March 27, 2017, between J. Michael Lawrie and the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

    COMPUTER SCIENCES CORPORATION
Dated: March 28, 2017    

By: /s/ Paul N. Saleh

    Paul N. Saleh
    Executive Vice President and Chief Financial Officer

Exhibit Index

 

Exhibit
No.

  

Description

10.1    Amendment to the CEO Employment Agreement dated March 27, 2017, between J. Michael Lawrie and the Company.

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) by and between Computer Sciences Corporation, a Nevada corporation (the “ Company ”), and J. Michael Lawrie (the “ Executive ” and, together with the Company, the “ Parties ”), shall be effective as of March 27, 2017 (as defined below) (the “ Amendment Effective Date ”).

WHEREAS, the Company and Executive entered into that certain Employment Agreement (the “ Employment Agreement ”) dated as of February 7, 2012, as amended;

WHEREAS, the Term of Employment, as defined in the Employment Agreement, was previously extended by agreement between the Parties for a period of one (1) year on the same terms and conditions as set forth in the Employment Agreement;

WHEREAS, the Parties now wish to amend the Employment Agreement to extend the Employment Agreement for an additional one-year period;

WHEREAS, the Board of Directors of the Company has approved the amendment of the Employment Agreement in the manner reflected herein.

NOW THEREFORE, in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date:

1. As of the Amendment Effective Date, the Term of Employment shall be extended through the earliest to occur of (i) March 31, 2019 or (ii) the date of termination of Executive’s employment in accordance with any one of Sections 5(a) through 5(f) of the Employment Agreement; provided , however , that the Term of Employment is subject to annual Amendment upon mutual agreement of the Parties not later than six (6) months prior to the end of the Company’s fiscal year 2019 or any extended annual period.

2. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Employment Agreement. This Amendment may be executed in two or more counterparts each of which shall be legally binding and enforceable.

3. All terms and provisions of the Employment Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in the Employment Agreement shall include the terms contained in this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to Employment Agreement effective as of the Amendment Effective Date.

 

Executive:     For the Company:

/s/ J. Michael Lawrie

   

By: /s/ William Deckelman

Signature    

Name:  William Deckelman

   

Title:    EVP – General Counsel

J. Michael Lawrie

   
Printed Name    

March 28, 2017

   
Date