COMPUTER SCIENCES CORPORATION SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT
Exhibit
10.31
COMPUTER
SCIENCES CORPORATION
SENIOR
MANAGEMENT AND KEY EMPLOYEE
This SENIOR
MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this “Agreement”), dated as of
_______________ is made and entered into by and between Computer Sciences
Corporation, a Nevada corporation (the “Company”), and _____________________
(the “Executive”).
R E C I T A L S
This Agreement is
being entered into in accordance with the Severance Plan attached hereto as
Annex 1 (the “Plan”) in order to set forth the specific severance compensation
which the Company agrees that it will cause the Executive’s employer, which is
or is a subsidiary of the Company (the “Employer”), to pay to the Executive if
the Executive’s employment with the Employer terminates under certain
circumstances described in the Plan.
A G R E E M E N T
NOW, THEREFORE, in
consideration of the continued service of the Executive as an employee of the
Company, the mutual covenants and agreements contained in this Agreement, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Agreement to Provide Plan
Benefits. The Plan (as it may hereafter be amended or modified
in accordance with the terms thereof) is hereby incorporated into this Agreement
in full and made a part hereof as though set forth in full in this
Agreement. The Executive is hereby designated a member of Group B
under the Plan and shall be entitled to all of the rights and benefits
applicable to Designated Employees in such Group under the Plan, except as
otherwise provided herein. The Company agrees to be bound by the Plan
and to cause the Employer to provide to the Executive all of the benefits
provided to Designated Employees who are members of Group B under the Plan
subject to the terms and conditions of the Plan, except as otherwise provided
herein. Terms not otherwise defined in this Agreement shall have the
meanings set forth in the Plan.
2. Heirs and
Successors.
(a) Successors of the
Company. The Company will require any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession or
assignment had taken place. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession transaction shall be
a breach of this Agreement and shall entitle the Executive to terminate his or
her employment with the Employer within six months thereafter for Good Reason
and to receive the benefits provided under the Plan in the event of termination
for Good Reason following a Change of Control. As used in this
Agreement, “Company” shall mean the Company as defined above and any successor
or assign to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 2 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.
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(b) Heirs of the
Executive. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s personal and legal representatives, executors,
administrators, successors, heirs, distributees, devises and
legatees. If the Executive should die after the conditions to payment
of benefits set forth in Section 5 of the Plan have been met and any amounts are
still payable to him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Executive’s beneficiary, successor, devisee, legatee or other designee or, if
there be no such designee, to the Executive’s estate. Until a
contrary designation is made to the Company, the Executive hereby designates as
his beneficiary under this Agreement the person whose name appears below his
signature on page 3 of this Agreement.
3. Notice. For
purposes of this Agreement, notices and all other communications provided for in
the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid (or by similar foreign mail), as follows: if to the
Company -- Computer Sciences Corporation, 0000 Xxxxxxxx Xxxx Xxxxx, Xxxxx
Xxxxxx, XX 00000, Attention: Vice President, General Counsel and Secretary; and
if to the Executive at the address specified at the end of this
Agreement. Notice may also be given at such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon
receipt.
4. Tax
Matters. The Executive will be liable for and will pay all
Executive’s tax liability by virtue of any payments made to the Executive under
the Plan or otherwise. The Executive shall not be entitled to a Tax
Reimbursement Payment under Section 6 of the Plan (or any other parachute tax
gross-up payment). Accordingly, notwithstanding any contrary
provisions in the Plan and any other plan, program or policy of CSC, if all or
any portion of the benefits payable under the Plan, either alone or together
with other payments and benefits which the Executive receives or is entitled to
receive from CSC or any other source, would constitute an “excess parachute
payment” within the meaning of Section 280G of Code, CSC shall reduce the
Executive’s payments and benefits payable under the Plan to the extent necessary
so that no portion thereof shall be subject to the excise tax imposed by Section
4999 of the Code, but only if, by reason of such reduction, the net after-tax
benefit after such reduction shall exceed the net after-tax benefit if such
reduction were not made. The parachute payments shall be reduced in a
manner that provides to the Executive the greatest economic benefit and to the
extent the reduction of any two or more parachute payments would produce an
economically equivalent benefit to the Executive, each shall be reduced pro
rata.
“Net after-tax
benefit if such reduction were not made” for these purposes shall mean the sum
of (i) the total amount payable to the Executive under the Plan, plus
(ii) all other payments and benefits which the Executive receives or is
then entitled to receive from CSC or otherwise that, alone or in combination
with the payments and benefits payable under the Plan, would constitute a
“parachute payment” within the meaning of Section 280G of the Code, less
(iii) the amount of federal income taxes payable with respect to the foregoing
calculated at the maximum marginal income tax rate for each year in which the
foregoing shall be paid to the Executive (based upon the rate in effect for such
year as set forth in the Code at the time of the payment under the Plan), less
(iv) the amount of excise taxes imposed with respect to the payments and
benefits described in (i) and (ii) above by Section 4999 of the
Code.
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“Net after-tax
benefit after such reduction” for these purposes shall mean the sum of
(i) (A) the total amount payable to the Executive under the Plan, plus
(B) all other payments and benefits which the Executive receives or is then
entitled to receive from CSC or otherwise that, alone or in combination with the
payments and benefits payable under the Plan, would constitute a “parachute
payment” within the meaning of Section 280G of the Code, in the case of
each of (A) and (B) as reduced by the minimum amount such that none of the
payments or benefits described in (A) or (B) would be subject to excise taxes
imposed by Section 4999 of the Code, less (ii) the amount of federal income
taxes payable with respect to the foregoing calculated at the maximum marginal
income tax rate for each year in which the foregoing shall be paid to the
Executive (based upon the rate in effect for such year as set forth in the Code
at the time of the payment under the Plan).
For purposes of
determining the effect of the excise tax imposed under Section 4999 of the Code,
“net after tax benefit if such reduction were not made", “net after tax benefit
after such reduction,” greatest economic benefit, economically equivalent
benefit and other factors applicable in the determinations to be made under this
Section, the policies and procedures in Section 6 of the Plan shall be employed
where appropriate.
5. Miscellaneous. No
provisions of this Agreement or the Plan may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and the Company, except as provided in Section 9(a) of the Plan or
except as any provision of the Plan is modified or waived pursuant to this
Agreement. No waiver by any party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.
6. Validity. The invalidity or
unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.
7. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.
8. Gender. In
this Agreement (unless the context requires otherwise), use of any masculine
term shall include the feminine.
9. Rescission. The
Company agrees that this Agreement and the right to receive payments pursuant to
the Plan and this Agreement may be rescinded at any time by the Executive giving
written notice to such effect to the Company in accordance with Section 3
above.
IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above
written.
COMPUTER
SCIENCES
CORPORATION EXECUTIVE
By:_________________________ _____________________________________
(Signature)
(Name)
_____________________________________
(Address for
Notice)
_____________________________________
(Designated
Beneficiary)
_____________________________________
(Address for
Beneficiary)
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