ex10.htm


    
 

    Exhibit 10.1

    
 

    INDEMNIFICATION
AGREEMENT

    


    INDEMNIFICATION
AGREEMENT, effective as of [FULL DATE], between Computer Sciences Corporation ,
a Nevada corporation (the "Company"), and [NAME OF INDEMNITEE] (the
"Indemnitee").

    


    WHEREAS, it is
essential to the Company to retain and attract as directors and officers the
most capable persons available;

    


    WHEREAS, Indemnitee
is a director or officer of the Company;

    


    WHEREAS, both the
Company and Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and officers of public companies in
today's environment;

    


    WHEREAS, the
Company's Restated Articles of Incorporation (the "Articles") and Bylaws (the
“Bylaws”) require the Company to indemnify and advance expenses to its directors
and officers to the fullest extent permitted by law and Indemnitee has been
serving and continues to serve as a director or officer of the Company in
reliance in part on the  Articles or Bylaws;

    


    WHEREAS, Nevada
Revised Statutes 78.7502, 78.751 and 78.752 set forth provisions providing for
the mandatory and permissive indemnification of, and advancement of expenses to,
officers and directors of a Nevada corporation and are specifically not
exclusive of other rights to which those indemnified may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise;

    


    WHEREAS, the
Company would like for Indemnitee to exercise his or her best judgment in the
performance of his or her duties or  in
his or her service to the Company or any of its subsidiaries or any other
business entity or employee benefit plan to which Indemnitee renders services at
the request of the Company, without undue concern for claims for
damages arising out of or related to the performance of those duties or for
expenses related to such claims; and

    


    WHEREAS, in
recognition of Indemnitee's need for substantial protection against personal
liability in order to enhance Indemnitee's continued service to the Company in
an effective manner, and Indemnitee's reliance on the Articles and Bylaws, and
in part to provide Indemnitee with specific contractual assurance that the
protection promised by the Articles or Bylaws will be available to Indemnitee
(regardless of, among other things, any amendment to or revocation of the
Articles or Bylaws or any change in the composition of the Company's Board of
Directors or any acquisition transaction relating to the Company), the Company
wishes to provide in this Agreement for the indemnification of and the
advancement of expenses to Indemnitee to the fullest extent (whether partial or
complete) permitted by law and as set forth in this Agreement, and, to the
extent insurance is maintained, for the continued coverage of Indemnitee under
the Company's directors' and officers' liability insurance
policies;

    


     

     

    
      
         

      

      
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        NOW, THEREFORE, in
consideration of the premises and of Indemnitee continuing to serve the Company
directly or, at its request, another enterprise, and intending to be legally
bound hereby, the parties hereto agree as follows:

     

    1. Certain
Definitions.

     

    (a)           Change in Control:
the consummation of a “change in the ownership” of the Company, a “change in
effective control” of the Company or a “change in the ownership of a substantial
portion of the assets” of the Company, in each case, as defined under Section
409A of the Internal Revenue Code of 1986, as amended.

    


    (b)           Claim:  any
threatened, pending or completed action, suit or proceeding, or any inquiry or
investigation, whether instituted by the Company or any other person or
entity  (including, without limitation, a governmental entity, agency
or instrumentality), that Indemnitee in good faith believes might lead to the
institution of any action, suit or proceeding, whether civil, criminal,
administrative, investigative or other.

    


    (c)           Expenses:  include
reasonable attorneys' fees and all other costs, expenses and obligations paid or
incurred in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend, be a witness in
or participate in, any Claim relating to any Indemnifiable Event, including any
federal, state, local or foreign taxes imposed on Indemnitee as a result of the
actual or deemed receipt of any payments under this Agreement.

    


    (d)           Expense
Advance:  shall have the meaning specified in Section 2
(a).

    


    (e)           Indemnifiable
Event:  any event or occurrence related to the fact that
Indemnitee is or was a director, officer, employee, trustee, agent or fiduciary
of the Company, or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by Indemnitee in any such
capacity.

    


    (f)           Independent Legal
Counsel:  an attorney or firm of attorneys, selected in
accordance with the provisions of Section 3, who shall not have otherwise
performed services for the Company or Indemnitee within the last five years
(other than with respect to matters in which such counsel was engaged as
Independent Legal Counsel concerning the rights of Indemnitee under this
Agreement, or of other indemnitees under similar indemnity agreements with the
Company).

     

     

     


    
      
         


      

      
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    (g)           Reviewing Party: the
Board of Directors of the Company or Independent Legal Counsel. Except as
provided in Section 3 of this Agreement (in the event of a Change in Control), a
determination by the Reviewing Party must be made (i) by the Company’s Board of
Directors by majority vote of a quorum consisting of directors who are not
parties to the Claim, (ii) if a majority vote of a quorum consisting of
directors who are not parties to the Claim so orders, by Independent Legal
Counsel in a written opinion or (iii) if a quorum consisting of directors who
are not parties to the Claim cannot be obtained, by Independent Legal Counsel in
a written opinion.

    


    2.           Basic Indemnification
Arrangement.

    


    (a)           In
the event Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, a Claim by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest
extent permitted by law as soon as practicable but in any event no later than
thirty days after written demand or request is presented to the Company, against
any and all Expenses, judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties or
amounts paid in settlement) of such Claim.  If so requested by
Indemnitee in writing, the Company shall advance to Indemnitee ahead of the
final disposition of the Claim any and all Expenses (an “ Expense Advance”) as
soon as practicable but in any event no later than thirty days after such
request is presented to the Company or as otherwise specifically provided
herein.

    


    (b)           Notwithstanding
the foregoing, (i) the obligations of the Company under Section 2(a) shall be
subject to the condition that, except with respect to Expense
Advances,  the Reviewing Party shall have determined (in a written
opinion, in any case in which the Independent Legal Counsel referred to in
Section 3 is the Reviewing Party) that indemnification is proper in the
circumstances, and (ii) the obligation of the Company to make an Expense Advance
pursuant to this Agreement shall be subject to the condition that, if, when and
to the extent that it is ultimately determined by a court of competent
jurisdiction that Indemnitee is not entitled to be indemnified by the Company
under applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee should be indemnified under applicable
law, Indemnitee shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto (as to
which all rights of appeal therefrom have been exhausted or
lapsed).

    


    If there has not been a Change in Control,
the Reviewing Party shall be as set forth in Section 1(g), and if there has been
such a Change in Control, the Reviewing Party shall be the Independent Legal
Counsel referred to in Section 3.

    


     

     

    
      
         

      

      
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        (c)              If
the Reviewing Party has not made a determination within thirty days after
receipt by the Company of a written demand or request for indemnification, the
requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitee shall be deemed to be entitled to such
indemnification, absent a final  judicial determination that
indemnification is not permitted under applicable law.  By written
notice to Indemnitee, the thirty day period may be extended for a reasonable
time, not to exceed fifteen additional days, if the Reviewing Party making the
determination requires additional time for obtaining or evaluating documents or
information.

    


    If
the Reviewing Party determines that Indemnitee substantively would not be
permitted to be indemnified in whole or in part under applicable law or if
payment is not made as required within the time frame set forth above,
Indemnitee shall have the right to commence litigation in any court in the
Commonwealth of Virginia or State of Nevada having subject matter jurisdiction
thereof and in which venue is proper seeking an initial determination by the
court or challenging any such determination by the Reviewing Party or any aspect
thereof, including the legal or factual bases therefor, and the Company hereby
consents to service of process and to appear in any such
proceeding.  Otherwise, any determination by the Reviewing Party shall
be conclusive and binding on the Company and Indemnitee.

    


    (d)           Indemnification
shall not be made for any Claim as to which Indemnitee has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the Company or for amounts paid in settlement to the Company,
unless and only to the extent that the court in which the Claim was brought or
other court of competent jurisdiction determines upon application that in view
of all of the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

    


    3.           Change in
Control.  The Company agrees that if there is a Change in
Control, then with respect to all matters thereafter arising concerning the
rights of Indemnitee to indemnity payments or Expense Advances under this
Agreement or any other agreement or the Articles or any Bylaw now or hereafter
in effect relating to Claims for Indemnifiable Events, the Company shall seek
legal advice only from Independent Legal Counsel selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably withheld or
delayed).  Such counsel, among other things, shall render its written
opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable
law.  The Company agrees to pay the reasonable fees of the Independent
Legal Counsel referred to above and to indemnify fully such counsel against any
and all expenses (including attorneys' fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant
hereto.

     

     

    
 

    
      
         


      

      
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    4.           Indemnification for
Additional Expenses.  To the fullest extent provided by law,
the Company shall indemnify Indemnitee against any and all Expenses (including
attorneys' fees) and, if requested in writing by Indemnitee, shall (within ten
business days of such request) advance such Expenses to Indemnitee, which are
incurred by Indemnitee in connection with any action brought by Indemnitee for
(i) the enforcement of this Agreement or the Articles or any Bylaw now or
hereafter in effect relating to Claims for Indemnifiable Events and/or (ii)
recovery under any directors' and officers' liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be.

    


    5.           Partial Indemnity,
Etc.  If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the
Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim
but notfor all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.  Moreover, notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or
otherwise in defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein, including
dismissal without prejudice, Indemnitee shall be indemnified against all
Expenses incurred in connection therewith.

    


    6.           Burden of
Proof.  In connection with any determination by the Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified
hereunder the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.

    


    7.           No
Presumptions.  For purposes of this Agreement, the termination
of any Claim, by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.  In addition,
prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable
law,  neither of the following shall be a defense to Indemnitee's
claim for indemnification or create a presumption that Indemnitee has not met
any particular standard of conduct or did not have any particular
belief:

    


    (i)           the
failure of the Reviewing Party to have made a determination as to whether
Indemnitee has met any particular standard of conduct or had any particular
belief, nor

    


    (ii)           an
actual determination by the Reviewing Party that Indemnitee has not met such
standard of conduct or did not have such belief.

     

     

    
 

    
      
         


      

      
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    8.           Nonexclusivity,
Etc.  The rights of Indemnitee hereunder shall be in addition
to any other rights Indemnitee may have under the Articles, the Bylaws, the
Nevada Revised Statutes or otherwise.  To the extent that a change in
the  Nevada Revised Statutes (whether by statute or judicial decision)
permits greater indemnification by agreement than would be afforded currently
under the Articles, the Bylaws and this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change.

    


    9.           Liability
Insurance.  To the extent the Company maintains an insurance
policy or policies providing directors' and officers' liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available thereunder for
any Company director or officer; provided that, for
any person that is no longer serving as director or officer of the Company or of
any other enterprise at the Company’s request, such coverage shall only be
provided to the extent that it is generally available to the Company in the
insurance marketplace.

     
 

    10.           Period of
Limitations.  Except as required by applicable law, no legal
action shall be brought and no cause of action shall be asserted by or in the
right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors
or personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely
filing of a legal action within such two-year period; provided, however, that if
any shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern.

    


    11.           Amendments,
Etc.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto.  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

    


    12.           Subrogation.  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 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 effectively to bring suit to enforce such
rights.

    


    13.           Exclusions.  The
Company shall not be liable under this Agreement to make any payment (i)
prohibited by law or (ii) in connection with any Claim made against Indemnitee
relating to an Indemnifiable Event to the extent Indemnitee has otherwise
actually received payment (under any insurance policy, any provision of the
Articles or Bylaws or otherwise) of the amounts otherwise indemnifiable
hereunder.

     

     

    
 

    
      
         


      

      
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    14.           Defense of
Claims.  The Company shall be entitled to participate in the
defense of any Claim relating to an Indemnifiable Event or to assume the defense
thereof, with counsel reasonably satisfactory to Indemnitee; provided that if
Indemnitee believes, after consultation with counsel selected by Indemnitee,
that (i) the use of counsel chosen by the Company to represent Indemnitee would
present such counsel with an actual or potential conflict of interest, (ii) the
named parties in any such Claim (including any impleaded parties) include the
Company or any subsidiary of the Company and Indemnitee and Indemnitee concludes
that there may be one or more legal defenses available to him or her that are
different from or in addition to those available to the Company or any
subsidiary of the Company or (iii) any such representation by such counsel would
be precluded under the applicable standards of professional conduct then
prevailing, then Indemnitee shall be entitled to retain separate counsel (but
not more than one law firm plus, if applicable, local counsel in respect of any
particular Claim) at the Company's expense; provided that any
counsel chosen by Indemnitee shall agree to comply with the Company’s outside
counsel guidelines, as in effect at the time of the engagement of such counsel,
with respect to any matter for which indemnification is sought under this
Agreement.  The Company shall not be liable to Indemnitee under this
Agreement for any amounts paid in settlement of any Claim relating to an
Indemnifiable Event effected without the Company's prior written consent. The
Company shall not, without the prior written consent of Indemnitee, effect any
settlement of any Claim relating to an Indemnifiable Event to which Indemnitee
is or could have been a party unless such settlement solely involves the payment
of money and includes a complete and unconditional release of Indemnitee from
all liability on all claims that are the subject matter of such
Claim.  Neither the Company nor Indemnitee shall unreasonably withhold
its or his or her consent to any proposed settlement; provided that
Indemnitee may withhold consent to any settlement that does not provide a
complete and unconditional release of Indemnitee.  To the fullest
extent permitted by Nevada law, the Company’s assumption of the defense of a
Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement
by the Company that any Expenses incurred by or for the account of Indemnitee in
connection therewith are indemnifiable by the Company under Section
2.

    


    15.           Binding Effect,
Etc.  This Agreement replaces and supersedes in its entirety
the Indemnification Agreement by and between Indemnitee and the Company
currently in effect.  This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, executors and personal and legal
representatives.  The provisions of this Agreement shall apply to the
entire term of Indemnitee’s service as a director or officer of the Company or
of any other enterprise at the Company's request, including service in such
capacities prior to the date of this Agreement.  This Agreement shall
continue in effect regardless of whether Indemnitee continues to serve as an
officer or director of the Company or of any other enterprise at the Company's
request.

     

     

    
 

    
      
         


      

      
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    16.           Severability.  The
provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable in any respect, and the validity and enforceability of
any such provision in every other respect and of the remaining provisions hereof
shall not be in any way impaired and shall remain enforceable to the fullest
extent permitted by law.

    


    17.           Equitable
Remedies.  The Company and Indemnitee agree that a monetary
remedy for breach of this Agreement may be inadequate, impracticable and
difficult to prove and further agree that any breach may cause Indemnitee
irreparable harm.  Accordingly, the Company and Indemnitee agree that
Indemnitee may enforce this Agreement by seeking injunctive relief and/or
specific performance, in addition to other remedies, without any necessity of
showing actual damage or irreparable harm.  By seeking injunctive
relief and/or specific performance, Indemnitee will not be precluded from
seeking or obtaining any other relief to which Indemnitee is
entitled.  The Company and Indemnitee further agree that Indemnitee is
entitled to seek temporary restraining orders, preliminary injunctions and
permanent injunctions without the necessity of posting bonds or other
undertakings.  The Company acknowledges that in the absence of a
waiver, a bond or undertaking may be required of Indemnitee by the court and the
Company waives any such requirement of such bond or undertaking.

    


    18.           Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada applicable to
contracts made and to be performed in such state without giving effect to the
principles of conflicts of laws.

    


    IN WITNESS WHEREOF, the parties hereto have
executed this Agreement this [Date] day of [Month], [Year].

    


    COMPUTER SCIENCES CORPORATION

    


    By           _____________________________

    Name:

    Title:

    


    


    


    _____________________________

    [Indemnitee]

     

     

    
 

    
      
         


      

      
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