exhibit10-1.htm


    

      Exhibit
        10.1

      


      AMENDMENT
        NO. 4 TO MASTER SERVICES AGREEMENT

      


      


      This
        Amendment No. 4 to the Master
        Services Agreement (“Amendment”) dated as of July 1, 2007, the
“Execution Date,” is by and between Textron Inc. (“Textron”), a
        Delaware corporation, having a principal place of business at 40 Westminster
        Street, Providence, Rhode Island 02903-2596
        and Computer Sciences Corporation
        (“CSC”), a Nevada corporation,
        having a principal place of business at 2100 E. Grand Avenue, El Segundo,
        California 90245.

      


      WHEREAS,
        Textron and CSC are parties to
        that certain Master Services Agreement, dated October 27, 2004 (together
        with
        all its attachments, the “Agreement”), which has been given the
        contract number TXT2004-0020, as amended by Amendment No. 1, dated March
        31,
        2006, and Amendment No. 2, dated September 1, 2006, and Amendment No. 3,
        dated
        the same as this Amendment No. 4.

      


      WHEREAS,
        Textron and CSC (collectively,
        the “Parties” and each, a “Party”) desire to
        amend the Agreement, pursuant to Section 25.8 of the MSA, as herein
        provided.

      


      NOW,
        THEREFORE, in consideration of the
        mutual promises and covenants set forth herein and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        Parties agree as follows:

      


      SMALL
        SITE SERVICE MODEL

       

      The
        Parties have developed an alternate service model for Textron Service Recipients
        that meet certain criteria, generally small or remote
        locations.  Numerous sections of the Agreement are amended to reflect
        the changes related to the new model.

      


      
        	
                I.  

              	
                MSA
                  Section 3 (Services)

              


      

       

      A
        new
        Subsection 3.10 is hereby added to Section 3 (Services) and shall read as
        follows:

       

      “3.10    Small
        Sites

       

      Certain
        Textron Service Recipients may not require the full scope of Services described
        herein.  If the Service Recipient would be better served by a reduced
        service offering, it may opt for the Small Site service model, provided that
        the
        site meets the criteria for eligibility.  Additional terms, described
        in Schedules, Attachments and Amendments, also apply.

       

      3.10.1 This
        model applies to all
        geographic regions.

       

      3.10.2  Participation
        in this
        model is optional to Service Recipients that qualify.

       

      3.10.3   Where
        Services
        have been removed or altered, Textron accepts additional responsibility and
        associated risk commensurate with the shift in responsibility.

       

      1

       

      3.10.4    If
        a site
        meets the eligibility requirements (see Schedule A Definitions), and the
        Business Unit wishes to designate the site as a Small Site, then both Textron
        and CSC must agree to the designation, which agreement shall not be unreasonably
        withheld.

       

      3.10.5     Once
        designated as a Small Site, the site must retain this status for a minimum
        of
        six (6) months before requesting a change back to full service.

       

      3.10.6      If
        a
        Small Site’s Workstation count grows above the eligibility cap, the site will
        not lose its eligibility until the count exceeds the cap by 25%.  In
        this event, the site may no longer be designated a Small Site.  The
        site will return to the full service model in accordance with agreed upon
        procedures and time frames.

       

      3.10.7      This
        model is a discreet service delivery solution and, if adopted, must be utilized
        in its entirety.  A Service Recipient may not adopt only some of its
        features and not others.

       

      3.10.8       Small
        Sites are required to follow Textron standards for infrastructure services
        and
        equipment, where responsibility for the services or equipment has shifted
        back
        to Textron.

       

      3.10.9       Once
        approved by both Parties, a minimum of thirty (30) days is required to process
        a
        Service Recipient request for Small Site designation and
        pricing.  After such time, the site will be officially recognized as a
        Small Site beginning on the first day of the next calendar month.

       

      3.10.10     The
        Small
        Site scope of services compares to the full scope of services as
        follows:

       

      
        	
                a.  

              	
                Unchanged:  WAN;
                  Service Desk; Email

              


      

       

      
        	
                b.  

              	
                Changed:  Midrange;
                  TEMS; Workstations; Network
                  Printers

              


      

       

      
        	
                c.  

              	
                Removed
                  from CSC Scope:  LAN; Voice
                  Systems

              


      

       

      
        	
                d.  

              	
                Not
                  Applicable:  Mainframe

              


      

       

      The
        Parties will perform their respective responsibilities under this model as
        further described in the Policy and Procedures Manual, the Schedules, and
        the
        Tower Service Agreements, as amended.”

       

      
        	
                II.  

              	
                Schedule
                  A (Definitions)

              


      

       

      
        	
                A.  

              	
                Small
                  Site

              


      

       

      The
        following definition is hereby added, in alphabetical order, to Schedule
        A:

       

      “Small
        Site – means any location meeting the following 2 criteria: (a) less than or
        equal to seventy-five (75) Workstations; (b) located more than twenty (20)
        miles
        away from a Textron site where at least one full-time CSC support staff


       

      2

       

      member
        is
        stationed.  These criteria confirm eligibility only; actual
        designation as a Small Site may be subject to certain approvals or other
        conditions, as agreed upon by the Parties.”

       

      
        	
                B.  

              	
                Supported
                  Device

              


      

       

      The
        following sentence is hereby added to the end of the definition of Supported
        Device:

       

      “This
        definition also includes Workstations in use at Small Sites; such devices
        shall
        be designated WS-Supported Device.”

       

      
        	
                III.  

              	
                Attachment
                  2 (Midrange Services)

              


      

       

      
        	
                A.  

              	
                Appendix
                  2A (Service Description)

              


      

       

      
        	
                1.  

              	
                Section
                  4 (Responsibility Matrix)

              


        	 	
                In
                  the section titled “Backup and Restores” the following new line item is
                  hereby added, between items 56 and 57 (the row of headings is provided
                  for
                  reference purposes only):

              


      

       

      
        	
                No.

              	
                Backup
                  and Restores

              	
                CSC

              	
                Textron

              
	
                56.5

              	
                For
                  Small Sites, perform on-site touch labor portions of data backup,
                  such as
                  tape flipping, and removal and storage of tape on-site.

              	 	
                X

              


      

       

      
        	
                2.  

              	
                For
                  purposes of the Small Site service model, all other aspects of
                  Midrange
                  Services, as described in Appendix 2A, remain
                  unchanged.

              


      

       

      
        	
                B.  

              	
                Appendix
                  2C (Pricing)

              


      

       

      
        	
                1.  

              	
                Section
                  2 (Pricing Description)

              


      

       

      
        	
                a.  

              	
                Subsection
                  2.a.6., regarding Remote Servers, is modified to read as follows
                  (additional language appears in
                  italics):

              


      

       

      “There
        are three (3) Service Level classifications (Gold, Silver, and Bronze)
        and the Service Levels are defined in the Midrange Service Level
        Agreement.  The expectation for gold is mission critical Servers;
        silver is production; and bronze is test, lab, and other
        Servers.  Textron may designate a Server as bronze, regardless of its
        location.  All Servers at Small Sites must be designated as
        bronze.  The criteria for Gold, Silver, and Bronze Service are as
        follows: ....”

       

      
        	
                b.  

              	
                Subsection
                  2.c.5., regarding SAN, is hereby added to Appendix 2C (Pricing) and
                  shall read as follows:

              


      

       

      3

       

      “SAN
        pricing does not apply to Small Sites; it is replaced by the Small Site DAS
        Resource Unit.  Billable DAS quantities, at Small Sites, are based on
        the total amount of disk space that is available for storing user
        data.  This would be the total OEM specified capacity of a disk drive
        minus the capacity reserved for media defect compensation, disk size
        equalization, RAID parity or mirroring, and metadata.”

       

      
        	
                c.  

              	
                Subsection
                  2.e. is modified to read as follows (additional language appears
                  in
                  italics):

              


      

       

      “Midrange
        peripheral devices and backup and tapes and disks are included as part of
        the
        Resource Units specified in this Appendix 2C and there shall be no additional
        charge for such devices or supplies, except as noted for Small
        Sites.  Following the designation of a Service Recipient as a
        Small Site, any additional or replacement backup devices (e.g., tape drives,
        tape libraries), media, and associated equipment maintenance will be Textron’s
        financial responsibility.  All backup software remains CSC’s financial
        responsibility.”

       

      
        	
                2.  

              	
                For
                  purposes of the Small Site service model, all other aspects of
                  Midrange
                  Pricing, as described in Appendix 2C, remain
                  unchanged.

              


      

       

      
        	
                IV.  

              	
                Attachment
                  3 (Network Services), Appendix 3A (Service
                  Description)

              


      

       

      
        	
                A.  

              	
                Section
                  1 (Overview)

              


      

       

      The
        second paragraph is restated as follows (additional language appears in
        italics):

       

      “CSC
        shall perform network operations and management services for Textron’s and each
        Service Recipient’s Supported Data Network and Supported Voice Network in an
        integrated manner with all other Services to be provided under the MSA, in
        order
        to provide seamless support among Textron and all Service Recipients. Note,
        however, that LAN services and Voice services (including Voicemail) are outside
        the scope of the Small Site service model.  All other Network
        obligations (e.g., WAN services), as described herein, do apply to Small
        Sites,
        unless otherwise expressly noted.”

       

      
        	
                B.  

              	
                Section
                  2 (Major Functions)

              


      

       

      A
        new
        Subsection 2.5 is hereby added to Section 2 (Major Functions) and shall read
        as
        follows:

       

      “2.5           Small
        Sites

       

      For
        Service Recipients designated as Small Sites, there are exceptions to the
        Network Services described herein.  These exceptions are listed
        below.

       

      4

      


       

      LAN

       

      
        	
                1)  

              	
                LAN
                  services will not be provided by CSC at Small Sites.  The
                  Service Recipient will be responsible for providing or procuring
                  such
                  services from a 3rd
                  party.

              


      

       

      
        	
                2)  

              	
                LAN
                  Service Levels C-01, C-02, C-03, C-04 and C-10 do not apply to
                  Small
                  Sites.  Cross-Functional Service Levels CF-01, CF-02, CF-03 and
                  CF-04 do not apply to LAN Services or Equipment at Small
                  Sites.

              


      

       

      
        	
                3)  

              	
                LAN
                  equipment will be provided by the Service Recipient in accordance
                  with
                  Textron-enforced equipment
                  standards.

              


      

       

      
        	
                4)  

              	
                Textron
                  will buy back CSC-owned LAN equipment at the Small Site at the
                  remaining
                  net book value.

              


      

       

      
        	
                5)  

              	
                CSC
                  will not monitor LAN traffic on single
                  ports.

              


      

       

      
        	
                6)  

              	
                Upon
                  Textron’s request, CSC will provide on-site and remote support on a time
                  and materials basis at standard hourly Technician rates.  (See
                  Annex D-5.)

              


      

       

      Voice/Voicemail

       

      
        	
                1)  

              	
                Voice
                  and Voicemail services will not be provided by CSC at Small
                  Sites.  The Service Recipient will be responsible for providing
                  or procuring such services from a 3rd
                  party.

              


      

       

      
        	
                2)  

              	
                Voice
                  Service Levels C-08, C-09 and C-10 do not apply to Small
                  Sites.  Cross-Functional Service Levels CF-01, CF-02, CF-03 and
                  CF-04 do not apply to Voice Services or Equipment at Small
                  Sites.

              


      

       

      
        	
                3)  

              	
                CSC
                  will not provide management of 3rd
                  party
                  telecom service agreements at Small
                  Sites.

              


      

       

      
        	
                4)  

              	
                The
                  CSC Service Desk will develop new scripts for referring Voice System
                  problems to the proper party.

              


      

       

      
        	
                5)  

              	
                Upon
                  Textron’s request, CSC will provide on-site and remote support on a time
                  and materials basis at standard hourly Technician rates.  (See
                  Annex D-5.)

              


      

       

      
        	
                6)  

              	
                Utilization
                  of CSC’s Telecommunication & Expense Management service will be
                  optional for Small Sites at a monthly flat fee for invoice
                  processing.”

              


      

       

      
        	
                C.  

              	
                For
                  purposes of the Small Site service model, all other aspects of
                  Network
                  Services, as described in Appendix 3A, remain
                  unchanged.

              


      

       

      5

       

      
        	
                V.  

              	
                Attachment
                  4 (Workstation Services)

              


      

       

      
        	
                A.  

              	
                Appendix
                  4A (Workstation Services)

              


      

      
        	
                1.  

              	
                Section
                  1 (Overview)

              


      

      
        	 	 A
                new Subsection (d) is hereby added to the end of Section 1 and shall
                read
                as follows:


      

      


      
        	 	 “(d)   Supported
                Workstations located at Textron Small Sites shall be considered Supported
                Devices, and shall be identified as WS-Supported Device.  As
                such, all Workstations in this category will be owned or leased by
                Textron.  Textron will be responsible for associated maintenance
                agreements and for Refreshing the equipment according to Schedule
                N
                (Refresh).  When a Textron Service Recipient becomes designated
                as a Small Site, Textron must purchase from CSC all CSC-owned Supported
                Workstations, at that location, at CSC’s remaining net book
                value.  All other aspects of Supported Device Services,
                including obligations and specifications, Service Levels, and Supported
                Device pricing shall apply to WS-Supported Devices, unless otherwise
                expressly noted.  Note concerning Network
                Printers:  Full service support of Network Printers is outside
                the scope of the Small Site model.  However, a Small Site, at
                its option, may classify Network Printers as a Supported Device and
                receive service for such devices as further described
                herein.”


      

       

      
        	
                2.  

              	
                Section
                  2 (Major Functions)

              


      

       

      
        	
                a.  

              	
                Subsection
                  2(b)(2) is hereby modified to read as follows
                  (additional  language appears in
                  italics):

              


      

       

      “Procure
        Supported Device Equipment – excluding WS-Supported Devices – and
        Software to the extent provided in Schedule B (Cross Functional
        Obligations);”

       

      
        	
                b.  

              	
                Subsection
                  2(b)(7) is hereby modified to read as follows (additional language
                  appears in italics):

              


      

       

      “Provide
        Level 2 Support as necessary and Level 3 Support (consisting of vendor
        interaction) for all Equipment and Software comprising Supported Devices,
        however, on-site support by CSC (or a CSC-approved contractor) at Small
        Sites, if requested by Textron, will be on an hourly basis at standard
        Technician rates (see Annex D-5);”

       

      
        	
                c.  

              	
                Subsection
                  2(b)(8) is hereby modified to read as follows (additional language
                  appears in italics):

              


      

       

      “Perform
        IMACs for the Supported Devices, in accordance with a reliable, consistent
        process that ensures the completion of IMAC activities within specified
        timeframes and in accordance the Systems Change Procedure, with the
        exception of WS-Supported Devices, for

       

      6

       

       which
        all on-site support, including installations and other IMAC activity, will
        be at
        Textron’s request only and will be chargeable on an hourly basis at standard
        Technician rates (see Annex D-5);”

       

      
        	
                d.  

              	
                A
                  new Subsection 2(b)(18) is hereby added to the end of Section 2 and
                  shall read as follows:

              


      

       

      “Provide
        support for Email services, including Email accounts for WS-Supported
        Devices.”

       

      
        	
                3.  

              	
                Section
                  3 (Process Specifications)

              


      

       

      
        	
                a.  

              	
                Subsection
                  3(a) is modified to read as follows (additional language appears
                  in
                  italics):

              


      

       

      “CSC
        shall provide onsite Workstation Services for Supported Workstations and
        Supported Devices– excluding WS-Supported Devices unless expressly requested
        by Textron – at Textron-designated locations as shown on Schedule C, which
        locations may be modified from time to time by Textron in accordance with
        the
        applicable Change Control Procedure;”

       

      
        	
                b.  

              	
                Subsection
                  3(n) is modified to read as follows (additional language appears
                  in
                  italics):

              


      

       

      “CSC
        shall perform proactive maintenance of the Supported Workstations and Supported
        Devices – including WS-Supported Devices to the extent it can be done
        remotely – to minimize downtime;”

       

      
        	
                c.  

              	
                Subsection
                  3(o) is modified by adding language to the end of the paragraph
                  as
                  indicated here in italics:

              


      

       

      “...and
        reliably support Textron’s and Service Recipient’s Supported Devices, resolve
        Supported Device Problems and correct Supported Device performance
        degradations, except as stated otherwise herein;”

       

      
        	
                4.  

              	
                For
                  purposes of the Small Site service model, all other aspects of
                  Workstation
                  Services, as described in Appendix 4A, remain
                  unchanged.

              


      

       

      
        	
                B.  

              	
                Appendix
                  4C (Pricing)

              


      

       

      
        	
                1.  

              	
                Section
                  2 (Pricing Description)

              


      

      


      
        	 	 Subsection
                2.e. is modified to read as follows (additional language appears
                in
                italics):


        	 	 


        	 	 “Resource
                Units for IMACs are based on the number of IMACs completed in a calendar
                month and may be classified into one of three



      

      


       

       

      7

       

       

      
        	 	 categories:
                (1) Hard IMAC at a Campus, (2) Hard IMAC at a Non-Campus location,
                and (3)
                Soft IMAC. Hard IMACs do not apply to Small
                Sites.”


         

      

      
        	
                VI.  

              	
                Attachment
                  5 (Service Desk Services), Appendix 5C
                  (Pricing)

              


      

       

      
        	
                A.  

              	
                Section
                  2 (Pricing Description)

              


      

       

      Subsection
        2.1. is modified to read as follows (additional language appears in
        italics):

       

      “The
        “Per-Seat Charge” for a particular month shall be calculated by multiplying the
        number of Supported Workstations and WS-Supported Devices on the
        fifteenth day of such month by the per-seat Resource Unit charge set forth
        in
        Section 4 of this Appendix 5C.  For avoidance of doubt, the Per-Seat
        Charge shall cover all contacts (as described in Section 2.2(b) below) from
        Authorized Users.

       

      For
        purposes of this Appendix 5C, an “Authorized User” is a person who uses (if even
        on a part time basis), and is associated in the service desk system with,
        a
        Supported Workstation or WS-Supported Device.  CSC shall, in
        its service desk system, include persons identified in writing by Textron
        as an
        Authorized User.  The name of the Authorized User and the
        identification of that user’s associated workstation must be included in the
        service desk system for a person to be considered an Authorized
        User.”

       

      
        	
                VII.  

              	
                Miscellaneous

              


      

       

      
        	
                A.  

              	
                Defined
                  Terms.  All capitalized terms which are used but not
                  otherwise defined herein shall have the meanings set forth in the
                  Agreement.

              


      

       

      
        	
                B.  

              	
                Other
                  Provisions Unchanged.  This Amendment No. 3 supersedes all
                  prior agreements, oral or written, related to the subject matter
                  hereof.  This Amendment No. 3 may not be modified except as
                  agreed in writing by the Parties as a duly executed modification
                  to the
                  Agreement.  Except as specifically amended hereby, all other
                  provisions of the Agreement shall remain in full force and
                  effect.

              


      

       

      
        	
                C.  

              	
                References/Incorporation.  All
                  references in the MSA and Amendments to “this Agreement”, “herein”,
                  “hereof” and words of similar import shall be deemed to refer to the
                  entire Agreement as amended by this Amendment No. 3.  This
                  Amendment No. 3 is hereby incorporated into, and is made a part
                  of, the
                  Agreement.  This Amendment No. 3 is subject to, and shall be
                  governed by, all the terms and conditions of the Agreement, except
                  to the
                  extent such terms are expressly modified by this Amendment No.
                  3.  In the event of a conflict or inconsistency between the
                  terms of the Agreement and those of this Amendment No. 3, the latter
                  shall
                  govern.

              


      

       

      8

       

      
        	
                D.  

              	
                Effective
                  Date.  This Amendment No. 4 shall be retroactively effective
                  as of    August 15, 2006, despite a later
                  Execution Date, as this is the date the Parties agreed to and on
                  which the
                  program was first implemented.

              


      

       

      


      IN
        WITNESS WHEREOF, the Parties hereto have, through duly authorized officials,
        executed this Amendment No. 4 as of the Execution Date.

      


      
 

      
        	
                Textron,
                  Inc.

              	
                Computer
                  Sciences Corporation

              
	 	 	 	 
	
                By:

              	 /s/Gary
                Cantrell	
                By:

              	 /s/James
                J. Buchanan
	
                Gary
                  Cantrell

                 

              	
                James
                  J. Buchanan

              
	
                Vice
                  President and Chief Information Officer

                 

              	
                Contracts
                  Director

              
	
                Textron
                  Information Services

              	
                TMG
                  Western
                  Region