EXHIBIT
10.9





Grant #
______


PERFORMANCE-BASED
RESTRICTED STOCK UNIT AGREEMENT




This
Performance-Based Restricted Stock Unit Agreement (“Agreement”) is made and
entered into as of [DATE] (the “Grant Date”) by
and between Computer Sciences
Corporation, a Nevada corporation (the “Company”), and [NAME], a full-time employee
of the Company and/or one or more of its subsidiaries (the
“Employee”).




WHEREAS,
pursuant to the Company’s [PLAN] Stock Incentive Plan
(the “Plan”), the Company desires to grant to the Employee, and the Employee
desires to accept, a restricted stock unit redeemable in shares of common stock,
par value $1.00 per share, of the Company (the “Common Stock”), upon the terms
and conditions set forth herein, which terms, conditions and restrictions have
been approved by the committee of the Board of Directors administering the Plan
(the “Committee”);




NOW,
THEREFORE, in consideration of the foregoing recital and the covenants set forth
herein, the parties hereto hereby agree as follows:




The
Company hereby grants to the Employee, and the Employee hereby accepts, a
restricted stock unit redeemable by the delivery of shares of Common Stock,
together with Dividend Equivalents (as hereinafter defined) to the Employee (or
after the Employee's death, the beneficiary designated by the Employee for such
purpose), which restricted stock unit shall be subject to all of the terms and
conditions set forth in this Agreement, including, without limitation, those set
forth in Schedule “RSU6” attached hereto and incorporated herein by this
reference (the “RSU”).  The Committee has designated the RSU as a
"Performance-Based Award" under the Plan.




The
number of shares of Common Stock to be delivered upon redemption of the RSU
("RSU Shares") shall be between 0% and 200%, inclusive, of [SHARES] shares (the "Target
Shares") and, except as otherwise provided in this Agreement, shall be
determined by the Committee pursuant to Appendix A to this Agreement based on
the Company's performance during FY___ ("Fiscal Year 1"), FY____ ("Fiscal Year
2") and FY____ ("Fiscal Year 3").




Except as
otherwise provided in this Agreement, the RSU shall be redeemed on the earlier
of (a) the third Trading Day (as hereinafter defined) after the date upon
which the Company files with the U.S. Securities and Exchange Commission the
Company's Annual Report on Form 10-K for Fiscal Year 3, or (b)  March 15 of
the calendar year following the calendar year in which Fiscal Year 3 ends (the
"Scheduled Redemption Date").




The term
“Dividend Equivalents” shall mean, with respect to each RSU Share being
delivered by the Company upon redemption of the RSU, or cancelled by the Company
in payment of withholding taxes, an amount in cash equal to the aggregate amount
of all regular cash dividends paid on a share of Common Stock during the period
between the Grant Date and the date of such redemption or cancellation, together
with interest thereon at the rate credited to amounts deferred under the
Company’s Deferred Compensation Plan, as such rate may be changed from time to
time.




The term
"Trading Day" means a day that the principal United States national securities
exchange on which the Common Stock is listed or admitted to trading is
open.









COMPUTER
SCIENCES CORPORATION




By
______________________________


Michael
W. Laphen


Chairman,
President and Chief Executive Officer




By
______________________________


Donald
G. DeBuck


Vice
President and Chief Financial Officer


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Grant Date.




EMPLOYEE




___________________________________________


[NAME]





The
      Employee acknowledges receipt of the Plan and a Prospectus relating to the
      RSU, and further acknowledges that he or she has reviewed this Agreement
      and the related documents and accepts the provisions
    thereof.


___________________________________________


[NAME]


[ADD1]


[ADD2]


[ADD3]





[PERFORMANCE-BASED]
RESTRICTED STOCK UNIT SCHEDULE RSU6




ADDITIONAL
TERMS AND CONDITIONS




1.  Forfeiture
Obligations.




(a)  Certain
Definitions.  For purposes of
this Agreement, the following terms shall have the following
meanings:




(i)  “Redemption
Date” shall mean, with respect to each RSU Share, the date upon which the RSU
was redeemed by the delivery of such RSU Share to the Employee or the date upon
which such RSU Share was cancelled in payment of Taxes (as hereinafter
defined).




(ii)  “Measurement
Period” shall mean, with respect to each Redemption Date, the period set forth
in Section 1(c)(i) or (ii) hereof, respectively.




(iii)  The “Fair
Market Value” of an RSU Share on any date shall be equal to the last sale price,
regular way, of a share of Common Stock on such date (or in case the principal
United States national securities exchange on which the Common Stock is listed
or admitted to trading is not open on such date, the next preceding date upon
which it is open), or in case no such sale takes place on such day, the average
of the closing bid and asked prices, regular way, in either case as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on such securities
exchange.




(b)  Refund of
Stock Value.  If any of the
events set forth in Section 1(c)(i) or (ii) hereof shall occur during the
Measurement Period for any Redemption Date, then the Employee shall immediately
deliver to the Company an amount in cash equal to the aggregate Fair Market
Value, determined as of such Redemption Date, of all RSU Shares which were
delivered to the Employee or cancelled in payment of Taxes on such Redemption
Date.




(c)  Triggering
Events.  The events
referred to in Section 1(b) hereof are as follows:




(i)  Competing
With the Company after Voluntary Termination of Employment and Prior to Six
Months after a Redemption Date.  The Employee
participating, as a director, officer, employee, agent, consultant or greater
than 5% equityholder (collectively, “Participating”), in any of the following
during the period of time commencing on the date upon which the Employee's
status as a full-time employee of the Company or its affiliates is voluntarily
terminated (the “Voluntary Employment Termination Date”), there being a
presumption that any termination of employment is voluntary, and continuing
until six months after a Redemption Date (for the purpose of such event, and
with respect to each such Redemption Date, the “Measurement
Period”):




1







(A)  Participating
in any manner in any enterprise that competes with, or is becoming a competitor
of, the Company (if the Employee is a Corporate Employee) or any operating
business unit of the Company in which the Employee has been employed within one
year prior to the Voluntary Employment Termination Date (if the Employee is not
a Corporate Employee) in any city in which the Company or such business unit,
respectively, provides services or products on the Voluntary Employment
Termination Date; or




(B)  Participating
in any other organization or business, which organization or business, or which
Participation therein, is or is becoming otherwise prejudicial to or in conflict
with the interests of the Company.




(ii)  Engaging
in Certain Activities after Voluntary or Involuntary Termination of Employment
and Prior to One Year after a Redemption Date.  The Employee
engaging in any of the following activities during the period of time commencing
on the date upon which the Employee's status as a full-time employee of the
Company or its affiliates is voluntarily or involuntarily terminated (the
“Employment Termination Date”) and continuing until one year after a Redemption
Date (for the purpose of such events, and with respect to each such Redemption
Date, the “Measurement Period”):




(A)  Solicitation
of Customers or Prospective Customers.  Directly or
indirectly soliciting any of the following with respect to any of the services
or products that the Company or any of its affiliates then provide to
customers:




(1)  any
person or entity that the Employee knew to be a customer of the Company or any
of its affiliates; or




(2)  any
person or entity whose business the Employee solicited on behalf of the Company
or its affiliates during the one-year period preceding the Employment
Termination Date.




(B)  Solicitation
or Hiring of Employees.  Directly or
indirectly soliciting or hiring any person who then is an employee of the
Company or any of its affiliates.




(C)  Disclosure
of Confidential Information.  Use, or
disclosure, communication or delivery to any person or entity, of any
confidential business information or trade secrets that the Employee obtained
during the course of his or her employment with the Company or any of its
affiliates (collectively, “Confidential Information”).  Confidential
Information includes, without limitation, the following:




2







(1)  non-public
financial information;




(2)  non-public
operational information, including, without limitation, information relating to
business or market strategies, pricing policies and methodologies, research and
development plans, or the introduction of new services or products;




(3)  information
regarding employees, including, without limitation, names, addresses, contact
information and compensation;




(4)  information
regarding customers and suppliers, including, without limitation, names,
addresses, contact information and requirements, and the terms and conditions of
the business arrangements with such customers and suppliers;




(5)  information
regarding potential acquisitions or dispositions of businesses or products;
and




(6)  information
relating to proprietary technological or intellectual property, or the
operational or functional features or limitations thereof.




(d)  Release
of Forfeiture Obligations.




(i)  Notwithstanding
the foregoing, the Employee shall be released from (A) all of his or her
obligations under Section 1(b) hereof in the event that a Change of Control (as
hereinafter defined) occurs within three years prior to the Employment
Termination Date, and (B) some or all of his or her obligations under
Section 1(b) hereof in the event that the Committee (if the Employee is an
executive officer of the Company) or the Company's Chief Executive Officer (if
the Employee is not an executive officer of the Company) shall determine, in
their respective sole discretion, that such release is in the best interests of
the Company.




(ii)  “Change
in Control” shall mean the consummation of a “change in the ownership” of
Computer Sciences Corporation, a “change in effective control” of Computer
Sciences Corporation or a “change in the ownership of a substantial portion of
the assets” of Computer Sciences Corporation, in each case, as defined in
Section 409A of the U.S. Internal Revenue Code and the regulations
thereunder.




(e)  Effect on
Other Rights and Remedies.  The rights of the
Company set forth in this Section 1 shall not limit or restrict in any manner
any rights or remedies which the Company or any of its affiliates may have under
law or under any separate employment, confidentiality or other agreement with
the Employee or otherwise with respect to the events described in Section 1(c)
hereof.




3







(f)  Reasonableness.  The Employee
agrees that the terms and conditions set forth in this Agreement are fair and
reasonable and are reasonably required for the protection of the interests of
the Company.  If, however, in any judicial proceeding any provision of
this Agreement is found to be so broad as to be unenforceable, the Employee and
the Company agree that such provision shall be interpreted to be only so broad
as to be enforceable.




2.  Accelerated Redemption of
the RSU; Cancellation of the RSU.




(a)  Termination of Employment at
Age 62 or Older Other than for Cause with at least 10 Years of Service; Approved
Termination.




(i)  If, prior
to the redemption of the RSU in full:




(A)  the
Employee's status as a full-time employee of the Company or any of its
subsidiaries is terminated after the end of Fiscal Year 1 at age 62 or older for
no reason, or for any reason other than Cause (as hereinafter defined), death or
Disability (as hereinafter defined), , and the Employee shall have been (or for
any other purpose shall have been treated as if he or she had been) a continuous
full-time employee of the Company or its subsidiaries for at least 10 years
immediately prior to the date of termination of full-time status,
or




(B)  the
Employee's status as a full-time employee of the Company or any of its
subsidiaries is terminated and such termination is specifically approved by the
Committee for purposes of this Section 2(a),




then, the
Company shall redeem the RSU in accordance with Appendix A to this Agreement,
without pro ration, on the Scheduled Redemption Date.




(ii)  “Cause”
shall mean: (A) fraud, misappropriation, embezzlement or other act of material
misconduct against the Company or any of its affiliates; (B) conviction of a
felony involving a crime of moral turpitude; (C) willful and knowing
violation of any rules or regulations of any governmental or regulatory body
material to the business of the Company; or (D) 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 (X) 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 (Y) the Employee has thereafter failed to
remedy such failure to perform.




4







(b)  Death or
Disability.If, prior to the
Scheduled Redemption Date, the Employee's status as a full-time employee of the
Company or any of its subsidiaries is terminated by reason of the death or
Disability of the Employee, then, one calendar month after the Employment
Termination Date:




(i)  the
Company shall redeem the RSU in full, without pro ration ; and




(ii)  the
number of RSU Shares to be delivered upon such redemption shall be equal to the
Target Shares.




"Disability"shall
mean the Employee has become “disabled,” as such term is defined in
Section 409A of the U.S. Internal Revenue Code and the regulations
thereunder.




(c)  Cancellation
of RSU upon Other Termination of Employment.  If, prior to the
last day of Fiscal Year 3, the Employee's status as a full-time employee of the
Company or any of its subsidiaries is voluntarily or involuntarily terminated
other than pursuant to Section 2(a)(i) or (b) hereof, then the RSU shall
automatically be cancelled as of the close of business on the Employment
Termination Date.




(d)  Change of
Control.Immediately prior to a Change of Control:




(i)  the
Company shall redeem the RSU in full, without pro ration; and




(ii)  the
number of RSU Shares to be delivered upon such redemption shall be equal to the
Target Shares.




3.  Payment
of Taxes.




(a)  If the
Company and/or the Employee's employer (the “Employer”) are obligated to
withhold an amount on account of any federal, state or local tax imposed as a
result of the grant or redemption of the RSU pursuant to this Agreement
(collectively, “Taxes”), including, without limitation, any federal, state or
other income tax, or any F.I.C.A., state disability insurance tax or other
employment tax (the date upon which the Company and/or the Employer becomes so
obligated shall be referred to herein as the “Withholding Date”), then the
Employee shall pay to the Company on the Withholding Date, the minimum aggregate
amount that the Company and the Employer are so obligated to withhold, as such
amount shall be determined by the Company (the “Minimum Withholding Liability”),
which payment shall be made by the automatic cancellation by the Company of a
portion of the RSU Shares (such shares to be valued on the basis of the
aggregate Fair Market Value thereof on the Withholding Date, plus the value of
the Dividend Equivalents associated with such shares on the Withholding Date);
provided that the RSU Shares to be cancelled shall be those that would otherwise
have been delivered to the Employee the soonest upon redemption of the RSU; and
provided further, however, that the Employee may instead pay to the Company, by
check or wire transfer delivered or made within one business day after the
Withholding Date, an amount equal to or greater than the Minimum Withholding
Liability.




5







(b)  The
Employee acknowledges that neither the Company nor the Employer
has:




(i)  except to
the extent specifically set forth in a prospectus delivered by the Company to
the Employee together with this Agreement, made any representation or given any
advice to the Employee with respect to the realization or recognition of any
Taxes by the Employee; or




(ii)  undertaken
or agreed to structure the RSU, or the grant of the RSU, to reduce or eliminate
the Employee's liability or potential liability for Taxes.




4.  Certain
Corporate Transactions.  In the event that
the outstanding securities of any class then comprising the RSU Shares are
increased, decreased or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
reclassification, dividend (other than a regular, quarterly cash dividend) or
other distribution, stock split, reverse stock split or the like, then, unless
the Committee shall determine otherwise, the term "RSU Shares," as used in this
Agreement, shall, from and after the date of such event, include such cash,
property and/or securities so distributed in respect of the RSU Shares, or into
or for which the RSU Shares are so increased, decreased, exchanged or
converted.




5.  Effect of
Section 409A of the U.S. Internal Revenue Code.Notwithstanding
anything to the contrary in this Agreement, if, upon the advice of its counsel,
the Company determines that the redemption of an RSU Share pursuant to this
Agreement is or may become subject to the additional tax under
Section 409A(a)(1)(B) of the U.S. Internal Revenue Code or any other taxes
or penalties imposed under Section 409A ("409A Taxes") as applicable at the
time such redemption is otherwise required under this Agreement,
then:




(a)  such
redemption shall be delayed until the date that is six months after the date of
the Employee's “separation from service” (as such term is defined under Section
409A) with the Employer, or such shorter period that, in the opinion of such
counsel, is sufficient to avoid the imposition of 409A Taxes (the "Payments
Delay Period"); and




(b)  if all or
any part of such RSU Share has been converted into cash pursuant to Section 4
hereof, then:




(i)  upon
redemption of such RSU Share, such cash shall be increased by an amount equal to
interest thereon for the Payments Delay Period at a rate equal to the 120-month
rolling average yield to maturity of the index called the "Merrill Lynch U.S.
Corporates, A Rated, 15+ Years Index" (or any successor index, or if neither
exists, the most similar index which does exist) as of December 31 of the year
preceding the year in which the Payments Delay Period commences, compounded
annually; and




6


(ii)  the
Company shall fund the payment of such cash to the Employee upon redemption of
such RSU Share, including the interest to be paid with respect thereto
(collectively, the “Delayed Cash Payment”), by establishing and irrevocably
funding a trust for the benefit of the Employee.  Such trust shall be
a grantor trust described in Section 671 of the U.S. Internal Revenue Code
and intended not to cause tax to be incurred by the Employee until amounts are
paid out from the trust to the Employee.  The trust shall provide for
distribution of amounts to the Employee in order to pay taxes, if any, that
become due on the amounts as to which payment is being delayed during the
Payment Delay Period pursuant to this Section 5, but only to the extent
permissible under Section 409A of the U.S. Internal Revenue Code without the
imposition of 409A Taxes.  The establishment and funding of such trust
shall not affect the obligation of the Company to pay the Delayed Cash Payment
pursuant to this Section 5.




6.  Transferability.  Neither the RSU
nor any interest therein may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner.




7.  Data
Privacy.




(a)  In
order to implement, administer, manage and account for the Employee's
participation in the Plan, the Company and/or the Employer may:




(i)  collect
and use certain personal data regarding the Employee, including, without
limitation, the Employee's name, home address and telephone number, work address
and telephone number, work e-mail address, date of birth, social insurance or
other identification number, term of employment, employment status, nationality
and tax residence, and details regarding the terms and conditions, grant,
vesting, cancellation, termination and expiration of all restricted stock units
and other stock-based incentives granted, awarded or sold to the Employee by the
Company (collectively, the “Data”);




(ii)  transfer
the Data, in electronic or other form, to employees of the Company and its
subsidiaries, and to third parties, who are involved in the implementation,
administration and/or management of, and/or accounting for, the Plan, which
recipients may be located in the Employee's country or in other countries that
may have different data privacy laws and protections than the Employee's
country;




(iii)  transfer
the Data, in electronic or other form, to a broker or other third party with
whom the Employee has elected to deposit any RSU Shares issued in redemption of
the RSU; and




(iv)  retain
the Data for only as long as may be necessary in order to implement, administer,
manage and account for the Employee's participation in the Plan.




7


(b)  The
Employee hereby consents to the collection, use, transfer and retention of the
Data, as described in this Agreement, for the exclusive purpose of implementing,
administering, managing and accounting for the Employee's participation in the
Plan.




(c)  The
Employee understands that by contacting his or her local human resources
representative, the Employee may:




(i)  view
the Data;




(ii)  correct
any inaccurate information included within the Data;




(iii)  request
additional information regarding the storage and processing of the
Data




(iv)  request
a list with the names and addresses of any potential recipients of the Data;
and




(v)  under
certain circumstances and with certain consequences, prevent further use,
transfer, retention and/or processing of the Data.




8.  Plan.  The RSU is
granted pursuant to the Plan, as in effect on the Grant Date, and are subject to
all the terms and conditions of the Plan, as the same may be amended from time
to time; provided, however, that no such amendment shall deprive the Employee,
without his or her consent, of the RSU or of any of the Employee's rights under
this Agreement.  The interpretation and construction by the Committee
of the Plan, this Agreement and such rules and regulations as may be adopted by
the Committee for the purpose of administering the Plan shall be final and
binding upon the Employee.  Until the RSU is redeemed in full, the
Company shall, upon written request therefor, send a copy of the Plan, in its
then-current form, to the Employee.




9.  Employment
Rights.  No provision of
this Agreement shall (a) be deemed to form an employment contract or
relationship with the Company or any of its subsidiaries, (b) confer upon the
Employee any right to be or continue to be in the employ of the Company or any
of its subsidiaries, (c) affect the right of the Employer to terminate the
employment of the Employee, with or without cause, or (d) confer upon the
Employee any right to participate in any employee welfare or benefit plan or
other program of the Company or any of its subsidiaries other than the
Plan.  The Employee hereby acknowledges and agrees that the Employer
may terminate the employment of the Employee at any time and for any reason, or
for no reason, unless applicable law provides otherwise or unless the Employee
and the Employer are parties to a written employment agreement that expressly
provides otherwise.




10.  Nature of
Company Restricted Stock Unit Grants.  The Employee
acknowledges and agrees that:




(a)  the Plan
was established voluntarily by the Company, it is discretionary in nature and it
may be modified, suspended or terminated by the Company at any time, as provided
in the Plan and this Agreement;




8


(b)  the
Company grants restricted stock units voluntarily and on an occasional basis,
and the receipt of the RSU by the Employee does not create any contractual or
other right to receive any future grant of restricted stock units, or any
benefits in lieu of a grant of restricted stock units;




(c)  all
decisions with respect to future grants of restricted stock units by the Company
will be made in the sole discretion of the Company;




(d)  the
Employee is voluntarily participating in the Plan;




(e)  restricted
stock units are an extraordinary item which do not constitute compensation of
any kind for services rendered to the Company or the Employer, and which are
outside the scope of the Employee's employment contract, if any;




(f)  restricted
stock units are not part of normal or expected compensation or salary for any
purposes, including, without limitation, for purposes of calculating any
severance, resignation, termination, redundancy or end-of-service payments, or
any bonuses, long-service awards or pension or retirement benefits, or any
similar payments;




(g)  the
future value of the RSU is unknown and cannot be predicted with certainty;
and




(h)  the
Employee hereby indemnifies the Company and the Employer against, and
irrevocably releases and holds them harmless from, any claim or entitlement to
compensation or damages arising from the cancellation of the RSU in accordance
with this Agreement, or any diminution in the value of the RSU.




11.  Successors.  This Agreement
shall be binding upon and inure to the benefit of the Company and its successors
and assigns, on the one hand, and the Employee and his or her heirs,
beneficiaries, legatees and personal representatives, on the other
hand.




12.  Entire
Agreement; Amendments and Waivers.  This Agreement
embodies the  entire understanding and agreement of the parties with
respect to the subject matter hereof, and no promise, condition, representation
or warranty, express or implied, not stated or incorporated by reference herein,
shall bind either party hereto.  None of the terms and conditions of
this Agreement may be amended, modified, waived or canceled except by a writing,
signed by the parties hereto specifying such amendment, modification, waiver or
cancellation.  A waiver by either party at any time of compliance with
any of the terms and conditions of this Agreement shall not be considered a
modification, cancellation or consent to a future waiver of such terms and
conditions or of any preceding or succeeding breach thereof, unless expressly so
stated.




13.  Severability.  Any provision of
this Agreement which is invalid, illegal or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that or any other provision
of this Agreement invalid, illegal or unenforceable in any other
jurisdiction.




9


14.  Governing
Law; Consent to Jurisdiction.  This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Nevada, United States of America, excluding any conflicts or choice
of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction.  Any action, suit or proceeding to enforce the terms and
provisions of this Agreement, or to resolve any dispute or controversy arising
under or in any way relating to this Agreement, may be brought in the state
courts for the County of Washoe, State of Nevada, United States of America, and
the parties hereto hereby consent to the jurisdiction of such
courts.  If the Employee has received this or any other document
related to the Plan translated into a language other than English, and the
translated version is different than the English version, the English version
will control.




1.




10


Appendix
A




PERFORMANCE
MATRIX




The
number of RSU Shares to be delivered upon redemption of the RSU on the Scheduled
Redemption Date, expressed as a percentage of the Target Shares, will be
determined by the Committee based upon the Company's performance during Fiscal
Years 1, 2 and 3 pursuant to the performance matrix set forth
below.




Except as
set forth in Section 2(a)(i) of the Agreement, if the Employee is not a
full-time employee of the Company and/or one or more of its subsidiaries during
all of Fiscal Years 1, 2 and 3, then the number of RSU Shares otherwise
deliverable upon redemption of the RSU will be pro rated on an actual-days
basis.




In
determining the number of RSU Shares, performance criteria shall be adjusted to
omit the effects of extraordinary items, gain or loss on the disposal of a
business segment (other than provisions for operating losses or income during
the phase-out period), unusual or infrequently occurring events or transactions
that have been publicly disclosed and the cumulative effects of changes in
accounting principles, all as determined in accordance with U.S.
GAAP.




The
Committee may not waive the achievement of the applicable performance goals, and
may not increase or decrease the number of RSU Shares determined under the
performance matrix set forth below, except for those adjustments described in
the preceding paragraphs.




[PERFORMANCE
MATRIX TO COME]




11