EXHIBIT 10.14
COMPUTER SCIENCES CORPORATION
SENIOR MANAGEMENT AND KEY EMPLOYEE
SEVERANCE AGREEMENT
This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this
"Agreement"), dated as of February 2, 1998 is made and entered into by and.
between Computer Sciences Corporation, a Nevada corporation (the "Company"),
and Van X. Xxxxxxxxx (the "Executive").
R E C I T A L S
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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 pay to
the Executive if the Executive employment with the Company terminates under
certain circumstances described in the Plan.
A G R E E M E N T
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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.
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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 Groups A and C under the Plan and shall be
entitled to all of the rights and benefits applicable to employees of the
Company in such Groups under the Plan. The Company agrees to be bound by the
Plan and to provide to the Executive all of the benefits provided to employees
of the Company who are members of Groups A and C under the Plan subject to the
terms and conditions of the Plan. Terms not otherwise defined in this
Agreement shall have the meanings set forth in the Plan. For purposes of this
Agreement, Good Reason for the Executive's termination of employment with the
Company under Section 2(e)(i) of the Plan shall be deemed to include, without
limitation, a change in the reporting structure so that the Executive reports
to some person or entity other than the Board of Directors of the Company or
is subject to the direct or indirect authority or control of a person or
entity other than the Board.
2. Heirs and Successors.
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(a) Successors of the Company.
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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 Company 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.
(b) Heirs of the Executive.
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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.
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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, as follows: if to the Company -- Computer
Sciences Corporation, 0000 Xxxx Xxxxx Xxxxxx, Xx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Vice President, General Counsel and Secretary; and if to the
Designated Employee 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. Miscellaneous.
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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 Designated Employee and the Company, except as provided
in Section 9(a) of the Plan. 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.
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5. Validity.
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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.
6. Counterparts.
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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.
7. Gender.
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In this Agreement (unless the context requires otherwise), use of' any
masculine term shall include the feminine.
8. Rescission.
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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: /s/Xxxx X. Level /s/Van X. Xxxxxxxxx
______________________ ___________________________
(Signature)
Van X. Xxxxxxxxx
___________________________
(Name)
___________________________
___________________________
(Address for Notice)
___________________________
(Designated Beneficiary)
___________________________
___________________________
(Address for Beneficiary)
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