GENERAL RELEASE OF CLAIMS
This
General Release of Claims (“Release”) is made and entered into on this 30th day
of January, 2008 by and between Computer Sciences Corporation (the “Company”)
and Xxxxxxx X. Xxxxx (“Executive”)
(sometimes collectively “the
Parties”).
For
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the mutual covenants set forth herein,
the
Parties hereto hereby agree as follows:
1.
Continued
Employment
Executive
shall cease to be the Chief Financial Officer of the Company and an officer
or
director of any of the Company's subsidiaries as of the close of business
on
January 30, 2008.
Until
the
earlier of January 30, 2009 or the first day upon which Executive becomes
a
full-time employee of another company, or becomes a part-time employee of
or a
consultant to another company without compliance with Company policy (and
Executive will promptly notify the Company of any such event), Executive
shall
remain employed by the Company in the capacity of Vice President (the last
day
of such employment is referred to herein as the "Termination
Date"). During the period of time between the date hereof and the
Termination Date (the "Transition Period"), Executive's sole duties and
responsibilities will be to assist in the transition. The Company
will provide Executive with such Company assets and administrative assistance
as
the Corporate Vice President of Human Resources may determine to be necessary
or
desirable in connection with the performance of such duties and
responsibilities. Utilization of administrative assistance by
Executive to secure future employment will be considered as necessary and
desirable in connection with the performance of such duties and
responsibilities. During the Transition Period, Executive will
continue to receive all employee and executive benefits to which he is currently
entitled as the Chief Financial Officer, including, without limitation: (a)
base
salary at his current rate, (b) pension, retirement, severance, and health
and
welfare benefits, (c) financial planning assistance, security and professional
association dues and memberships, (d) use of the same Company-provided
automobile, and (e) outplacement services commensurate with an officer
position. Provided that the Termination Date is on or after March 28,
2008, which is the last day of FY2008, Executive will be entitled to receive
a
FY2008 cash bonus in accordance with the terms and conditions of the Annual
Management Incentive Plan (“AMIP”) and Individual AMIP 1 Target Bonus and
Target Criteria letter signed by Executive on June 29,
2007. Executive will not be eligible for a FY2009 cash
bonus.
With
respect to the 12,692 restricted stock units granted to Executive on
May 22, 2006 in lieu of a cash bonus and the 11,181 shares of
restricted stock granted to him on September 1, 2005 in lieu of a cash signing
bonus, all such restricted stock units and shares of restricted stock that
are
unvested on the Termination Date will vest in full on that date. All
other equity awards shall be honored in accordance with their terms and
conditions.
2.
Release Of Claims
And
Covenant Not To Xxx
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(a)
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Executive,
on behalf of his spouse, heirs, executors, representatives and
assigns,
hereby irreovcably, unconditionally, knowingly and voluntarily
releases,
acquits and forever discharges the Company, and its subsidiaries
and
affiliates, and all of their respective past, present and future
employees, officers, directors, shareholders, agents, representatives,
consultants, accountants, auditors and attorneys (collectively
“Releasees”) from any and all rights and claims, including, without
limitation, demands, causes of action, charges, complaints, promises,
grievances, losses, damages, liabilities, debts, costs, expenses,
wages,
attorneys fees and/or injuries, whether known or unknown, contingent
or
matured, at law or in equity or in arbitration, which Executive
holds or
has ever held against the Releasees prior to the date hereof (individually
and collectively, the “Released Claims”). The Released Claims
include, without limitation, any such rights and claims connected
with or
arising out of:
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(i)
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Executive’s
employment with the Company, or separation
thereof;
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(ii)
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the
terms of any employee benefit plan, whether or not arising under
the
Executive Retirement Income Security Act of 1974, as
amended;
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(iii)
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any
discrimination claim, whether or not arising under any local, state
or
federal law or regulation, public policy or common law (including,
without
limitation, the federal Age Discrimination in Employment Act, Title
VII of
the Civil Rights Act of 1964, the Americans with Disabilities Act,
and the
Older Workers Benefit Protection Act);
or
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(iv)
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any
state, federal or local statute, regulation, public policy, contract
or
tort principle in any way applying to Executive’s employment with the
Company or separation thereof.
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It
is
expressly agreed and understood that this Release is a general
release. Nothing contained in this Release is a waiver of any rights
or claims (including any which may arise under the Age Discrimination in
Employment Act) that may arise after the date hereof or which, as a matter
of
law, cannot be released or waived.
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(b)
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EXECUTIVE
HEREBY ACKNOWLEDGES AND AGREES THAT IT IS HIS INTENTION TO FOREVER
BAR
EVERY RELEASED CLAIM, WHETHER KNOWN OR UNKNOWN TO EXECUTIVE AT
THIS TIME
OR DISCOVERED LATER. EXECUTIVE UNDERSTANDS AND ACKNOWLEDGES
THAT THERE ARE LAWS THAT MAY INVALIDATE RELEASES OF CLAIMS THAT
ARE
UNKNOWN TO EXECUTIVE, AND EXECUTIVE HEREBY EXPRESSLY WAIVES ANY
PROTECTION
TO WHICH HE MAY OTHERWISE BE ENTITLED BY VIRTUE OF ANY SUCH
LAW. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, EXECUTIVE
HEREBY REPRESENTS AND ACKNOWLEDGES THAT HE IS FAMILIAR WITH SECTION
1542
OF THE CALIFORNIA CIVIL CODE, WHICH
PROVIDES:
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A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
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EXECUTIVE
HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS THAT HE HAS OR MAY
HAVE
UNDER CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR APPLICABLE LAW OF
ANY
STATE.
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(c)
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Executive
hereby represents that no claim, complaint, charge or other action
of any
kind on his behalf is pending against the Releasees. Executive
further represents and hereby agrees that he shall never institute
a
claim, complaint, charge or other action of any kind with any governmental
agency or court against the Releasees concerning any Released
Claims. Notwithstanding the foregoing, nothing herein prohibits
Executive from filing a charge or complaint with the federal Equal
Employment Opportunity Commission (“EEOC”) or any other civil rights
agency or from participating in any investigation or proceeding
of the
EEOC. However, Executive waives the right to any damages
recoverable pursuant to such
claims.
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3.
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Choice
Of
Law
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This
Release shall be governed by and construed in accordance with the laws of
the
State of California, excluding its choice of law rules or statutes.
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4.
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Severability
And
Savings Provision
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In
the
event that any one or more of the provisions contained herein shall for any
reason be held to be unenforceable in any respect under the law of any state
or
of the United States of America, such unenforceability shall not affect any
other provision of this Release but, with respect only to that jurisdiction
holding the provision to be unenforceable, this Release shall then be construed
as if such unenforceable provision or provisions had never been contained
herein.
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5.
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Nature
Of
Release
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This
Release constitutes the complete understanding between Executive and the
Company, and supersedes any and all prior or contemporaneous agreements,
promises, or inducements, whether oral or written, concerning these subject
matters. However, the provisions of any prior agreements which impose
non-disclosure, non-competition, non-hire and/or confidentiality obligations
on
Executive before or after the Termination Date survive this Release. No promises
or agreements made subsequent to the execution of this Release by the Parties
hereto shall be binding unless reduced to writing and signed by authorized
representatives of the Parties.
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6.
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Counterparts
And
Facsimile
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This
Release may be signed in counterparts and each such counterpart shall be
deemed
to be an original but together all such counterparts shall be deemed a single
agreement. The Parties agree that this Release may be executed using
facsimile signatures and that such signatures shall be deemed to be valid
as
original signatures.
7.
Voluntary
Execution
Executive
represents that he understands the words, terms and effect of this Release,
and
that he has executed this Release voluntarily without duress or influence
on the
part of the Company or any other person.
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8.
Time For
Consideration
Executive
understands that he has until the close of business on January 30, 2008, to
consider this Release, and that he has had an opportunity to consult with
an
advisor of his choosing before doing so. Executive further
understands that in the event this Release is not signed by Executive and
delivered to the Company prior to the close of business on January 30,
2008, the Release will be void and of no further force and effect.
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IN
WITNESS WHEREOF, Executive and the Company have caused this Release to be
duly
executed on the day and year first above written.
COMPUTER
SCIENCES CORPORATION
By /s/ Xxxxxx
X.
Siekierka_____________
Name:
Xxxxxx X. Xxxxxxxxx
Title: Vice
President, Human Resources
EXECUTIVE
/s/ Xxxxxxx
X.
Keane__________________
Xxxxxxx
X. Xxxxx
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