exv10w1






EXHIBIT 10.1




INDEMNIFICATION AGREEMENT




     This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into on the dates
signified on the signature page hereto and is to be effective on                     , 200___, by and
between Affiliated Computer Services, Inc., a Delaware corporation (the “Company”), and
                    , a director of the Company (the “Indemnitee”).



W I T N E S S E T H:




     WHEREAS, the Indemnitee is presently serving as a director of the Company, and the Company
desires the Indemnitee to continue in such capacity.



     NOW, THEREFORE, in order to induce the Indemnitee to continue to serve in his present
capacity, the Company and Indemnitee hereby agree as follows:



     1. Continued Service. The Indemnitee will continue to serve as a director of the
Company so long as he is duly elected and qualified in accordance with the bylaws of the Company
(the “Bylaws”) or until he resigns in writing in accordance with applicable law.



     2. Initial Indemnity. (a) The Company shall indemnify the Indemnitee when he was or
is a party or is threatened to be made a party to any pending, threatened or completed action, suit
or proceeding, whether civil, administrative, investigative or criminal (other than an action by or
in the name of the Company), by reason of the fact that he is or was or had agreed to become a
director or officer of the Company, or is or was serving or had agreed to serve at the request of
the Company as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against any and all costs, charges and expenses, including without
limitation, attorneys’ and others’ fees and expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection therewith and any
appeal therefrom if the Indemnitee acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contender or its equivalent shall not, of itself, create a presumption that the Indemnitee did not
satisfy the foregoing standard of conduct to the extent applicable thereto.



     (b) The Company shall indemnify the Indemnitee when he was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding by or in the
right of the Company to procure a judgment in its favor by reason of the fact that he is or was or
had agreed to become a director or officer of the Company, or is or was serving or had agreed to
serve at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against costs, charges and
expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by
him in connection with the defense or settlement thereof or any appeal therefrom if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of
the Company



INDEMNIFICATION AGREEMENT — PAGE 1




 









 




and except that no indemnification shall be made in respect of any claim, issue or matter as
to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action, suit or proceeding was brought
shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such
expenses that the Court of Chancery or such other court shall deem proper.




     (c) To the extent that the Indemnitee has been successful on the merits or otherwise,
including without limitation the dismissal of an action without prejudice, in defense of any
action, suit or proceeding referred to in Sections 2(a) or 2(b) hereof or in defense of any claim,
issue or matter therein, he shall be indemnified against costs, charges and expenses (including
attorneys’ and others’ fees and expenses) actually and reasonably incurred by him in connection
therewith.



     (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made
by the Company only as authorized in the specific case upon a determination in accordance with
Section 4 hereof or any applicable provision of the certificate of incorporation of the Company
(the “Certificate”), Bylaws, other agreement, resolution or otherwise. Such determination shall be
made (i) by the Board of Directors of the Company (the “Board”), by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a
quorum of disinterested directors is not available or so directs, by independent legal counsel
(designated in the manner provided below in this Section 2(d)) in a written opinion, or (iii) by
the stockholders of the Company (the “Stockholders”). Independent legal counsel shall be
designated by vote of a majority of the disinterested directors; provided, however, that if the
Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject
to the approval of the Company (which approval shall not be unreasonably withheld). Independent
legal counsel shall not be any person or firm who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company of
the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company
agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify
fully such counsel against costs, charges and expenses (including attorneys’ and others’ fees and
expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the
opinion of such counsel pursuant hereto.



     (e) All expenses (including attorneys’ and others’ fees and expenses) incurred by the
Indemnitee in his capacity as a director or officer of the Company in defending a civil or criminal
action, suit or proceedings shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding in the manner prescribed by Section 4(b) hereof.



     (f) The Company shall not adopt any amendment to the Certificate or Bylaws the effect of which
would be to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the
Certificate, Bylaws, the General Corporation Law of the State of Delaware (the “DGCL”) or any other
applicable law as applied to any act or failure to act occurring in whole or in part prior to the
date (the “Effective Date”) upon which the amendment was approved by the Board or the Stockholders,
as the case may be. In the event that the Company shall adopt any amendment to the Certificate or
Bylaws the effect of which is to so deny, diminish or encumber the Indemnitee’s rights to
indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the
Effective Date thereof unless the Indemnitee shall have voted in favor of such adoption as a
director



INDEMNIFICATION AGREEMENT — PAGE 2




 









 




or holder
of record of the Company’s voting stock, as the case may be.




     3. Additional Indemnification. (a) Pursuant to Section 145(f) of the DGCL, without
limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the
Bylaws, the DGCL, any policy of insurance or otherwise, but subject to the limitations on the
maximum permissible indemnity that may exist under applicable law at the time of any request for
indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify
the Indemnitee against any amount that he is or becomes legally obligated to pay relating to or
arising out of any claim made against him because of any act, failure to act or neglect or breach
of duty, including any actual or alleged error, misstatement or misleading statement, which he
commits, suffers, permits or acquiesces in while acting in his capacity as a director of the
Company, or, at the request of the Company, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The payments that the Company
is obligated to make pursuant to this Section 3 shall include without limitation damages,
judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of
defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of
appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated
under this Section 3(a) to make any payment in connection with any claim against the Indemnitee to
the extent (i) of any fine or similar governmental imposition that the Company is prohibited by
applicable law from paying that results in a final, nonappealable order, or (ii) based upon or
attributable to the Indemnitee gaining in fact a personal profit to which he was not legally
entitled, including without limitation profits made from the purchase and sale by the Indemnitee of
equity securities of the Company that are recoverable by the Company pursuant to Section 16(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and profits arising from
transactions in publicly traded securities of the Company that were effected by the Indemnitee in
violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. The
determination of whether the Indemnitee shall be entitled to indemnification under this Section
3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that
determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.



     (b) Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred
by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or
claim shall be paid by the Company in advance of the final disposition thereof as authorized in
accordance with Section 4(b) hereof.



     4. Certain Procedures Relating to Indemnification and Advancement of Expenses. (a)
Except as otherwise permitted or required by the DGCL, for purposes of pursuing his rights to
indemnification under Sections 2(a), 2(b) or 3(a) hereof, as the case may be, the Indemnitee may,
but shall not be required to, (i) submit to the Board a sworn statement of request for
indemnification substantially in the form of Exhibit 1 attached hereto and made a part
hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder,
and (ii) present to the Company reasonable evidence of all expenses for which payment is requested.
Submission of an Indemnification Statement to the Board shall create presumption that the
Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a) hereof, as the case may
be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such
indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by
vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and



INDEMNIFICATION AGREEMENT — PAGE 3




 









 




convincing evidence (sufficient to rebut the foregoing presumption) and the Indemnitee shall have
received notice within such period in writing of such determination that the Indemnitee is not so
entitled to indemnification, which notice shall disclose with particularity the evidence in support
of the Board’s determination. The foregoing notice shall be sworn to by all persons who
participated in the determination and voted to deny indemnification. The provisions of this
Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to
indemnification under this Agreement and any determination by the Board that the Indemnitee is not
entitled to indemnification and any failure to make the payments requested in the Indemnification
Statement shall be subject to judicial review as provided in Section 6 hereof.




     (b) For purposes of determining whether to authorize advancement of expenses pursuant to
Section 2(e) hereof, the Indemnitee shall submit to the Board a sworn statement of request for
advancement of expenses substantially in the form of Exhibit 2 attached hereto and made a
part hereof (the “Undertaking”), averring that he (i) has reasonably incurred or will reasonably
incur actual expenses in defending an actual civil or criminal action, suit, proceeding or claim,
and (ii) undertakes to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Company under this Agreement or otherwise. For purposes of
requesting advancement of expenses pursuant to Section 3(b) hereof, the Indemnitee may, but shall
not be required to, submit an Undertaking or such other form of request as he determines to be
appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case
may be, the Board shall within 10 calendar days authorize immediate payment of the expenses stated
in the Undertaking or Expense Request, as the case may be, whereupon such payments shall
immediately be made by the Company. No security shall be required in connection with any
Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without
reference to the Indemnitee’s ability to make repayment.



     5. Subrogation; Duplication of Payments. (a) In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do everything that may
be necessary to secure such rights, including the execution of such documents necessary to enable
the Company to bring suit to enforce such rights.



     (b) The Company shall not be liable under this Agreement to make any payment in connection
with any claim made against the Indemnitee to the extent the Indemnitee has actually received
payment (under any insurance policy, the Certificate, the Bylaws or otherwise) of the amounts
otherwise payable hereunder.



     6. Enforcement. (a) If a claim for indemnification made to the Company pursuant to
Section 4 hereof is not paid in full by the Company within 30 calendar days after a written claim
has been received by the Company, the Indemnitee may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim.



     (b) In any action brought under Section 6(a) hereof, it shall be a defense to a claim for
indemnification pursuant to Sections 2(a) or 2(b) hereof (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final disposition
where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee
has not met the standards of conduct that make it permissible under the DGCL for the Company to
indemnify the



INDEMNIFICATION AGREEMENT — PAGE 4




 









 




Indemnitee for the amount claimed, but the burden of proving such defense shall be on
the Company. Neither the failure of the Company (including the Board, independent legal counsel or
the Stockholders) to have made a determination prior to commencement of such action that
indemnification of the Indemnitee is proper in the circumstances because he has met the applicable
standard of conduct set forth in the DGCL, nor an actual determination by the Company (including
the Board, independent legal counsel or the Stockholders) that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct.




     (c) It is the intent of the Company that the Indemnitee not be required to incur the expenses
associated with the enforcement of his rights under this Agreement by litigation or other legal
action because the cost and expense thereof would substantially detract from the benefits intended
to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee
that the Company has failed to comply with any of its obligations under the Agreement or in the
event that the Company or any other person takes any action to declare the Agreement void or
unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being
designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the
Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain
counsel of his choice, at the expense of the Company as hereafter provided, to represent the
Indemnitee in connection with the initiation or defense of any litigation or other legal action,
whether by or against the Company or any director, officer, Stockholder or other person affiliated
with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay
and be solely responsible for any and all costs, charges and expenses, including without limitation
attorneys’ and others’ fees and expenses, reasonably incurred by the Indemnitee as a result of (i)
the Company’s failure to perform this Agreement or any provision thereof, or (ii) the Company or
any person contesting the validity or enforceability of this Agreement or any provision thereof as
aforesaid.



     7. Merger or Consolidation. In the event that the Company shall be a constituent
corporation in a consolidation, merger or other reorganization, the Company, if it shall not be the
surviving, resulting or other corporation therein, shall require as a condition thereto the
surviving, resulting or acquiring corporation to agree to indemnify the Indemnitee to the full
extent provided in Section 3 hereof. Whether or not the Company is the resulting, surviving or
acquiring corporation in any such transaction, the Indemnitee shall also stand in the same position
under this Agreement with respect to the resulting, surviving or acquiring corporation as he would
have with respect to the Company if its separate existence had continued.



     8. Nonexclusivity and Severability. (a) The right to indemnification provided by this
Agreement shall not be exclusive of any other rights to which the Indemnitee may be entitled under
the Certificate, Bylaws, the DGCL, any other statute, insurance policy, agreement, vote of
Stockholders or of directors or otherwise, both as to actions in his official capacity and as to
actions in another capacity while holding such office, and shall continue after the Indemnitee has
ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs,
executors and administrators.



     (b) If any provision of this Agreement or the application of any provision hereof to any
person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this



INDEMNIFICATION AGREEMENT — PAGE 5




 









 




Agreement and application of such provision to other persons or circumstances shall not be
affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.




     9. Termination. This Agreement shall be terminable at any time by the Company upon
notice delivered to the Indemnitee; provided, however, that any termination of this Agreement shall
not affect the rights or obligations of the parties hereto arising prior to such termination.



     10. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to the principles of conflict of laws
thereof.



     11. Modification; Survival. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. This Agreement may be modified only by an
instrument in writing signed by both parties hereto. The provisions of this Agreement shall
survive the death, disability or incapacity of the Indemnitee, the resignation of the Indemnitee as
a director and officer of the Company or the termination of the Indemnitee’s service as a director
and officer of the Company and shall inure to the benefit of the Indemnitee’s heirs, executors and
administrators.



     12. Certain Terms. For purpose of this Agreement, references to “other enterprises”
shall include employee benefit plans; references to “fines” shall include any excise taxes assessed
on Indemnitee with respect to any employee benefit plan; and references to “serving at the request
of the Company” shall include any service as a director, officer, employee or agent of the Company
that imposes duties on , or involves services by, the Indemnitee with respect to an employee
benefit plan, its participants or beneficiaries; references to the masculine shall include the
feminine; references to the singular shall include the plural and vice versa; and if the Indemnitee
acted in good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan he shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to herein.



INDEMNIFICATION AGREEMENT — PAGE 6




 












 





     IN WITNESS WHEREOF, the Company and the Indemnity have executed this Agreement as of the date
set forth in the introductory paragraph hereof.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	AFFILIATED COMPUTER SERVICES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Lynn Blodgett	 	 
	 	 	 	 	 	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	         
                
                         
          , Director	 	 






INDEMNIFICATION AGREEMENT — PAGE 7




 









 





Exhibit 1




INDEMNIFICATION STATEMENT




	 	 	 	 	 	 	 	 	 
	THE STATE OF
            
         

	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	SS

	COUNTY OF             
             

	 	 	)	 	 	 	 	 






     I,
               
                
         , being first duly sworn, do depose and say as follows:



     1. This Indemnification Statement is submitted pursuant to the Indemnification Agreement,
dated as of                                         , 20___, between Affiliated Computer Services, Inc., a Delaware corporation (the
“Company”), and the undersigned.



     2. I am requesting indemnification against charges, costs, expenses (including attorneys’ and
others’ fees and expenses), judgments, fines and amounts paid in settlement, all of which
(collectively, “Liabilities”) have been or will be incurred by me in connection with an actual or
threatened action, suit, proceeding or claim to which I am a party or am threatened to be made a
party.



     3. With respect to all matters related to any such action, suit, proceeding, or claim, I am
entitled to be indemnified as herein contemplated pursuant to the aforesaid Indemnification
Agreement.



     4. Without limiting any other rights that I have or may have, I am requesting indemnification
against Liabilities that have or may arise out of
  
.



	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Name:






     Subscribed and sworn to before me, a Notary Public in and for said County and State, this
                     day of                                         , 20___.



	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Name:






[Notarial Seal]




     My commission expires the       day of                     , 20 ___.



Exhibit 1

INDEMNIFICATION AGREEMENT




 









 








Exhibit 2




UNDERTAKING




	 	 	 	 	 	 	 	 	 
	THE STATE OF                                         
	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	SS

	COUNTY OF                                              
	 	 	)	 	 	 	 	 






     I,                        , being first duly sworn do
depose and say as follows:



     1. This Undertaking is submitted pursuant to the Indemnification Agreement, dated as of             
                            ,
20___, between Affiliated Computer Services, Inc., a Delaware corporation (the “Company”) and the
undersigned.



     2. I am requesting advancement of certain costs, charges and expenses that I have incurred or
will incur in defending an actual or pending civil or criminal action, suit, proceeding or claim.



     3. I hereby undertake to repay this advancement of expenses if it shall ultimately be
determined that I am not entitled to be indemnified by the Company under the aforesaid
Indemnification Agreement or otherwise.



     4. The costs, charges and expenses for which advancement is requested are, in general, all
expenses related to:

 

 


 
.



	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Name:






     Subscribed and sworn to before me, a Notary Public in and for said County and State, this      
day of                                         , 20___.



	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Name:






[Notarial Seal]




     My commission expires the       day of                     , 20___.



Exhibit 2

INDEMNIFICATION AGREEMENT