COMPUTER SCIENCES CORPORATION SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT
EXHIBIT
10.1
COMPUTER
SCIENCES CORPORATION
SENIOR
MANAGEMENT AND KEY EMPLOYEE
This
SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this "Agreement"),
dated
as of August 11, 2003 is made and entered into by and between Computer Sciences
Corporation, a Nevada corporation (the "Company"), and the executive of the
Company executing this Agreement (the "Executive").
RECITALS
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’s employment with the Company terminates under certain circumstances
described in the Plan.
AGREEMENT
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 employees of the Company in such Group 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 Group B 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.
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 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. 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, 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. 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.
5.
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.
6.
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.
7.
Gender. In this Agreement (unless the context requires
otherwise), use of' any masculine term shall include the feminine.
8.
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.
2
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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COMPUTER
SCIENCES CORPORATION
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EXECUTIVE
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By:
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/s/
Van X. Xxxxxxxxx
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/s/
Xxxxxxx X. Xxxxxx
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Van
X. Xxxxxxxxx
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(Signature)
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Xxxxxxx
X. Xxxxxx
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|||
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(Address
for Notice)
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(Designated
Beneficiary)
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(Address
for Beneficiary)
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3
