exv10w2



 




Exhibit 10.2




SEPARATION AGREEMENT AND GENERAL RELEASE




      THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made
and entered into by and between LARRY R. SEIDEL (“Employee”), residing at 4431
Dittmar Road, Arlington, Virginia 22207 and AMERICAN MANAGEMENT SYSTEMS,
INCORPORATED (“AMS”), with its principal place of business at 4050 Legato Road,
Fairfax, VA, 22033, (each individually a “party” and collectively “the
parties”) and is effective as of the date on which the last party to execute
this Agreement signs on the signature page hereof.




      WHEREAS, Employee was employed by AMS as an Executive Vice President; and




      WHEREAS, Employee and AMS agreed to end the employment relationship
effective July 31, 2003; and




      WHEREAS, AMS wishes to provide Employee assistance in transitioning from
AMS employment and so has offered and Employee has agreed to accept this
Agreement as set forth below; and




      WHEREAS, the parties agree that it is in their mutual interest to resolve
all matters between them on an amicable basis;




      NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth in this Agreement, the sufficiency of which the parties
acknowledge, it is agreed as follows:




      1. Separation from Employment




          Employee’s last day as an AMS employee was July 31, 2003 (the
“Separation Date”).




      2. Severance and Other Consideration




	 	(a)	 	In consideration for Employee’s promises in this Agreement,
and in full settlement of any actual or potential claims for any
bonus, incentive compensation and severance obligations for 2003 and
prior years, and for the release of any other claims or potential
claims described in Section 12 herein, AMS agrees to do the
following:






	 	i)	 	pay to Employee the sum of One Million One
Hundred Forty Thousand Dollars ($1,140,000.00);







 








 



	 	ii)	 	(A) pay to Employee an amount equal to eighteen
(18) months of premiums for health and dental insurance
continuation coverage under any AMS health plans in which
Employee is enrolled as of the Separation Date pursuant to
Section 4980B of the Internal Revenue Code of 1986, as amended
(the “Code”); this amount will be “grossed up” so that the
payment net of taxes will be Sixteen Thousand One Hundred
Sixty-Five and 80/100 Dollars ($16,165.80);






	 		 	(B) after COBRA coverage has expired (in general, COBRA
coverage extends for eighteen (18) months from the Separation
Date), AMS will provide Employee the after-tax economic
equivalent of the benefits Employee would have received under
the AMS Retiree Medical Program, had Employee qualified for
that program on the Separation Date. The economic equivalent
of the benefits Employee would have received under the
Program shall be the lowest cost that would be incurred by
the Employee in obtaining health insurance coverage for
himself and his eligible dependents that will provide
benefits comparable to the benefits offered under the AMS
Retiree Medical Program, less any required Employee
contributions or premiums Employee would have paid under the
Program. Employee agrees to work closely and cooperatively
with AMS Benefits to “shop” for a comparable individual
policy that most closely matches the coverage currently
provided under the AMS Retiree Medical Program. AMS will pay
the cost of this coverage, less the amounts Employee would
have had to pay for premiums under the AMS Retiree Medical
Program (which is two times the full premium cost for active
employees). AMS’s obligation to provide the after-tax
economic equivalent of the benefits Employee would have
received shall continue until the date Employee becomes
eligible for Medicare coverage at age 65; however, if AMS
should terminate or materially reduce the coverage of its
Retiree Medical Program at any time prior to Employee
attaining age 65, AMS shall pay Employee an after-tax lump
sum amount equal to the average monthly difference between
the cost of comparable coverage (as







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	 		 	calculated as of the time immediately preceding the material
reduction in coverage) and the Employee premium, computed on
the basis of the preceding six (6) months, and then
multiplied by the number of months, including partial months,
remaining until Employee reaches age 65. This lump sum
amount shall be discounted to net present value;






	 	iii)	 	provide Employee with the option of recording an
outgoing message for his AMS voicemail system, subject to
AMS’s approval, that contains information as to where he can
be reached. AMS will maintain the outgoing message in the
voicemail system for three (3) months after the Separation
Date; and






	 	iv)	 	provide Employee with executive outplacement
services through Right Management Consultants’ Professional
Management Service program for a period of up to nine (9)
months after he first consults with Right Management
Consultants.






	 	(b)	 	Within fifteen (15) business days following the
receipt by AMS of this Agreement signed by Employee, AMS
shall pay to Employee the amount of One Million One Hundred
Forty Thousand Dollars ($1,140,000.00) referenced in Section
2(a)(i) and the full amount referenced in Section
2(a)(ii)(A). Said payments will be made by check delivered
to Employee’s home address. These payments shall be subject
to all legally required withholdings and deductions. The
2(a)(ii)(A) payment is referenced net of taxes and
withholdings.






	 	(c)	 	Employee understands that AMS will not provide him
with any of the payments or other benefits set forth above if
he revokes his signature as provided for in Section 16 below.






      3. Consideration Acknowledgement




      The parties agree that AMS’s commitments in Section 2 are in full, final
and complete settlement of all claims Employee may have against AMS, its
affiliates, past and present officers,




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directors, employees, agents, successors and assigns, and exceed those to
which Employee otherwise would be entitled absent his promises in this
Agreement.




      4. Stock Options and Restricted Stock




      Employee’s outstanding stock options, which have not yet vested, shall
fully vest on Separation Date. Employee shall retain the right to exercise any
of his outstanding non-qualified stock options through July 31, 2004 or the
expiration date of the option, whichever is earlier. However, any incentive
stock options (ISOs) must be exercised within thirty (30) days of Separation
Date. Employee also retains the right to 3,334 vested deferred stock units
granted as part of a restricted stock award, for which AMS will either issue
stock certificates to Employee or transfer into a brokerage account as per
Employee’s written instructions. The remaining 6,666 unvested restricted stock
units will be vested as of Separation Date and AMS will either grant stock
certificates to Employee or transfer into a brokerage account as per Employee’s
written instructions.




      5. Other Welfare Benefit Plans




      This Agreement does not affect Employee’s rights to receive his vested
account balances (if any) under the American Management Systems, Inc. 401(k)
Plan, the American Management Systems, Inc. WealthBuilder Plan, the American
Management Systems, Incorporated Executive Deferred Compensation Plan, and the
American Management Systems, Incorporated StockBuilder Plan.




      6. Accrued Vacation




      AMS will pay Employee any accrued but unused annual leave at current rate
of pay as of his Separation Date, in accordance with AMS policies. Such
payment will be made by check made payable to Employee no later than the next
regularly scheduled payday after the Separation Date and delivered to
Employee’s home address.




      7. Business Expenses




      AMS will reimburse Employee for legitimate business expenses incurred on
or before the Separation Date in accordance with AMS’s expense reimbursement
practices, so long as such expenses are submitted on or before October 24,
2003.





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      8. Non-Admission of Liability




      Nothing in this Agreement shall be construed as an admission of liability
by AMS, its affiliates, or its past and present officers, directors, employees
or agents, and AMS specifically disclaims liability to or wrongful treatment of
Employee on the part of itself, its affiliates, and its past and present
officers, directors, employees and agents.




      9. No Pending Actions




      Employee represents that he has not filed any complaints or charges
against AMS with the U.S. Department of Labor, the Equal Employment Opportunity
Commission, or with any other federal, state or local agency or court, and
covenants that he will not seek to recover on any claim released in this
Agreement. To the extent permitted by law, Employee promises that he will not
voluntarily assist any third party in pursuing any legal claim against AMS, and
he will immediately notify AMS if he is asked to provide such assistance.




      10. Legal Fees and Indemnification




	 	(a)	 	In the event that Employee is made a party, or, is threatened
to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative, or investigative (a “Proceeding”),
by reason of the fact that he is or was a director, officer or
employee of AMS, or is or was serving at the request of AMS as a
director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether or not the
basis of such Proceeding is the Employee’s alleged action in an
official capacity while serving as a director, officer, member,
employee or agent, the Employee shall be indemnified and held
harmless by AMS to the fullest extent permitted or authorized by
AMS’s certificate of incorporation and by-laws. To the extent
consistent with the foregoing, this obligation to indemnify the
Employee and hold him harmless shall continue even if he has ceased
to be a director, officer, member, employee or agent of AMS or other
such entity described above, and shall inure to the benefit of the
Employee’s heirs, executors and administrators. AMS shall advance
to the Employee all reasonable costs and expenses incurred by him in
connection with a Proceeding within twenty (20) days after receipt
by AMS of a written request for such advance.







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	 		 	Such request shall include an undertaking by the Employee to repay
the amount of such advance if it shall ultimately be determined
that the Employee is not entitled to be indemnified against such
costs and expenses.






	 	(b)	 	Neither the failure of AMS (including its Board, independent
legal counsel or stockholders) to have made a determination before
such Proceeding concerning payment of amounts claimed by the
Employee under subsection (a) above that indemnification of the
Employee is proper because he has met the applicable standards of
conduct, nor a determination by AMS (including its Board,
independent legal counsel or stockholders) that the Employee has not
met such applicable standards of conduct, shall create a presumption
that the Employee has not met the applicable standards of conduct.






      11. Ongoing Cooperation




      In the event that a third party pursues a legal claim against AMS relating
in any way to any task or project on which Employee worked while employed by
AMS, he agrees to provide reasonable and lawful cooperation to AMS in its
defense against such claim. AMS shall pay any reasonable expenses incurred by
Employee in connection with such cooperation. Employee voluntarily agrees to
make himself available to AMS for interviews and to provide AMS with truthful
and accurate information including, but not limited to, documents, testimony,
or written or oral statements. Employee agrees to notify AMS, directly or
through counsel, within five (5) days of receipt of any subpoena or other legal
process regarding his employment with AMS so that AMS may take any action that
it deems appropriate to protect its proprietary and other interests.




      12. General Release and Covenant Not to Sue




      Employee covenants not to sue, and fully and forever releases and
discharges AMS, its subsidiaries, affiliates, divisions, successors and
assigns, together with its past and present shareholders, directors, officers,
employees, and agents (collectively, the “Releasees”) from any and all claims,
debts, liens, liabilities, demands, obligations, acts, agreements, causes of
action, suits, costs and expenses (including attorneys’ fees), damages (whether
pecuniary, actual, compensatory, punitive or exemplary) or liabilities of any
nature or kind whatsoever in tort, contract, or by federal, state or local
statute, regulation or order, law or equity or otherwise,




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whether now known or unknown; provided, however, that nothing in this
Agreement shall either waive any rights or claims of Employee that arise after
the date Employee signs this Agreement or which, as a matter of law, cannot be
released or waived. Moreover, nothing in this Agreement shall impair or
preclude Employee’s right to claim reasonable expenses, legal fees or
indemnification pursuant to Sections 10 and 11, or to take action to enforce
the terms of this Agreement. This release includes but is not limited to
claims arising under federal, state or local laws prohibiting employment
discrimination, including but not limited to Title VII of the Civil Rights Act
of 1964, as amended, the Age Discrimination in Employment Act, as amended, or
the Americans with Disabilities Act; claims under the Worker Adjustment and
Retraining Notification Act; claims for attorneys’ fees or costs; workers’
compensation claims; any and all claims regarding any employment contract,
whether written, oral, implied or otherwise; claims relating to AMS’s right to
terminate its employees; claims for salary, payments in lieu of extended leave,
incentive payments or any other remuneration; claims relating to or arising
from any amendment or termination of the American Management Services,
Incorporated Executive Deferred Compensation Plan, the American Management
Systems, Incorporated Umbrella Trust Agreement By and Between American
Management Systems, Incorporated and Key Trust Company of Ohio, N.A. for
Executive Deferred Compensation Plan, or any other employee benefit plan or
arrangement or perquisite sponsored or offered by AMS; or any other claims
under federal, state, or local statute, regulation or ordinance, common law, or
any other law whatsoever, to the full extent permitted by law. Employee
expressly agrees and understands that this is a General Release.
Notwithstanding the foregoing release and ongoing covenants contained in this
Agreement, Employee is not relinquishing any rights he may possess as an AMS
stockholder, and no exercise of such rights shall be construed as a violation
of this Agreement.




      13. Employment Verification




      Employee shall direct all employment verification inquiries to Ms.
Patricia Bradshaw, Vice President Human Resources Operations, American
Management Systems, Incorporated, 4050 Legato Road, Fairfax, VA 22033 who shall
provide requestor only Employee’s dates of employment and last job title and
shall confirm his most recent salary.





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      14. Confidential Information and Return of Company Property




      Employee acknowledges that all confidential information regarding the
business of AMS compiled by, created by, obtained by, or furnished to, Employee
during his employment with AMS is the exclusive property of AMS. On or before
Separation Date, Employee will return to AMS all originals and copies of any
material involving such confidential information. Employee further agrees that
such confidential information is a valuable and unique asset of AMS and agrees
that he will not at any time after execution of this Agreement, directly or
indirectly, divulge or use such information, whether or not such information is
in written or other tangible form unless required by law. Employee shall also
return to AMS on or before Separation Date any items in his possession, custody
or control that are the property of AMS including, but not limited to, his
employee manual, passwords, office equipment, identification card and office
keys. Notwithstanding the foregoing, AMS and Employee agree that Employee may
retain for personal use the following AMS property: a laptop computer (Asset
No. 41279). Such laptop computer will be provided to Employee within fifteen
(15) days of his execution of this Agreement provided he has complied with the
terms of this Section 14. In order to ensure that AMS is not in breach of its
software licenses, Employee shall return the laptop computer to the AMS’s IT
Department in order that AMS may delete all Company or third party software and
data files from the computer. Employee shall not make any copies of the same
prior to this deletion exercise. AMS provides no warranty as to the condition
of the computer which has been in Employee’s possession and subject to
Employee’s control. Employee shall return any other computer property of AMS
in accordance with the provisions of this Section 14.




      15. Non-Disparagement




      Subject to Employee’s obligation to provide truthful and accurate
information in legal proceedings, Employee agrees that he will not voluntarily
make any disparaging statements (written or oral) about AMS or any of its
directors, officers or employees.




      16. Execution and Revocation Periods




      Employee acknowledges that he has been given at least twenty-one (21) days
from receipt of this Agreement to consider this Agreement and that he has seven
(7) days from the date he executes this Agreement in which to revoke it, and
that this Agreement will not be




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effective or enforceable nor the payments and other benefits set forth in
Section 2(a) provided until after the seven (7) day revocation period ends.
Employee’s signature below, on a date before the expiration of the twenty-one
(21) day review period, demonstrates that he has waived any of the remaining
time within the twenty-one (21) days. Revocation can be made by delivery of a
written notice of revocation to Mr. Garry Griffiths, Chief Human Resources
Officer, American Management Systems, Incorporated, 4050 Legato Road, Fairfax,
VA, 22033, by midnight on or before the seventh (7th) calendar day after
Employee signs the Agreement.




      17. Consultation with Counsel




      Employee acknowledges that he has been advised to consult with an attorney
of his choice with regard to this Agreement. AMS agrees to contribute up to
Three Thousand Dollars ($3,000.00) in legal expenses incurred by Employee for
legal consultation provided AMS receives a written invoice for such expenses
from Employee’s attorney representing that such services have, in fact, been
provided. Monies paid to Employee for legal expenses will be considered
taxable income to Employee. Employee hereby acknowledges that he understands
the significance of this Agreement, and represents that the terms of this
Agreement are fully understood and voluntarily accepted by him.




      18. Binding Effect




      This Agreement shall be binding on AMS and Employee and upon their
respective heirs, administrators, representatives, executors, successors and
assigns, and shall inure to the benefit of the Releasees and each of them and
to their respective heirs, administrators, representatives, executors,
successors and assigns.




      19. Non-Compete, Non-Solicitation Provisions




      Employee acknowledges that in the course of his employment with AMS, he
has been exposed to a significant amount of highly confidential information
about AMS and its clients, business practices and strategies and that even
inadvertent disclosure of this information would cause AMS great harm.
Accordingly Employee agrees that:




	 	a.	 	for twelve (12) months from the Separation Date (the
“Restricted Period”) he will not, on his own behalf or on behalf of
any other person or entity, directly or indirectly solicit for the
provision of, or provide competitive products or services







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	 		 	to, any AMS customers for which he provided products and services
on behalf of AMS during the two (2) years prior to the Separation
Date, or any prospective customers that AMS was actively soliciting
to become clients during the two (2) years prior to his Separation
Date and in which Employee had any material involvement in the
solicitation or proposal process. “Competitive Products or
Services” shall be defined as products or services, which are in
whole or in part similar to AMS’s proprietary products or to
services then available from AMS on the Separation Date; and






	 	b.	 	during the Restricted Period Employee will not directly or
indirectly, on his own behalf or in aid of another person or
entity, hire or engage or solicit for hire or engagement any
individual who was an employee of AMS in the three (3) months prior
to the solicitation or hire; and






	 	c.	 	Employee agrees that the above restrictions are reasonable
– including the short length of time, and the limitation as to AMS
customers and prospective customers – and do not unreasonably
restrict his ability to earn a living after the Separation Date.
Employee further agrees that these restrictions protect AMS’s
legitimate business interests. Employee also agrees that in
addition to any other remedies, including an action for damages,
AMS also may seek injunctive relief against Employee for violation
of this Section.






      20.  Entire Agreement




      This Agreement sets forth the entire agreement between Employee and AMS,
and fully supersedes any and all prior agreements or understandings, oral or
written, between the parties regarding its subject matter; provided, however,
that nothing in this Agreement is intended to or shall be construed to modify,
impair or terminate any obligation (a) of Employee pursuant to the AMS 1977
letter regarding confidentiality obligations signed by Employee on July 20,
1977, that by its terms continues after Employee’s separation from AMS’s
employment (copy attached as Exhibit A), or (b) of Employer pursuant to any
agreements establishing the terms of benefit or long term compensation plans
with the exception of any stock option agreements. This Agreement renders null
and void the Employment Agreement signed by Employee on September




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6, 2002.




      21. Amendment




      This Agreement may be modified only by a written agreement signed by both
parties. Employee acknowledges that he has not relied upon any statement or
representation, written or oral, by any AMS Releasee that is not set forth or
referenced in this Agreement.




      22. Choice of Law




      This Agreement shall be governed in all respects by the laws of the
Commonwealth of Virginia, without regard to its conflict of laws principles.




      23. Counterparts




      This Agreement 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.




      24. Interpretation and Severability




      The language in this Agreement shall be construed as a whole and will be
given its fair meaning. This Agreement will not be interpreted for or against
any party. 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, such unenforceability shall not
affect any other provision of this Agreement, but, with respect only to that
jurisdiction holding the provision to be unenforceable, this Agreement shall be
construed as if such unenforceable provision had never been in the Agreement.




      25. Arbitration




      Any dispute or controversy arising under or in connection with this
Agreement shall be settled by arbitration, in accordance with the Employment
Arbitration Rules and procedures of the American Arbitration Association.
Arbitration shall occur before a single arbitrator, provided, however, that if
the parties cannot agree on the selection of such arbitrator within thirty (30)
days after the matter is referred to arbitration, each party shall select one
arbitrator and those arbitrators shall jointly designate a third arbitrator to
comprise a panel of three arbitrators. The decision of the arbitrator shall be
rendered in writing, shall be final, and may be entered as a judgment in any
court in the Commonwealth of Virginia. AMS and the Employee each




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irrevocably consent to the jurisdiction of the federal and state courts
located in the Commonwealth of Virginia for this purpose. The arbitrator shall
be authorized to allocate the costs of arbitration between the parties.
Notwithstanding the foregoing, AMS, in its sole discretion, may bring an action
in any court of competent jurisdiction to seek injunctive relief in order to
avoid irreparable harm and such other relief as AMS shall elect to enforce
Sections 11, 14, 15, and 19.




PLEASE READ CAREFULLY.

THIS AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF

ALL KNOWN AND UNKNOWN CLAIMS.

EMPLOYEE’S VOLUNTARY SIGNATURE BELOW ACKNOWLEDGES THAT

HE HAS READ THIS AGREEMENT, UNDERSTANDS ITS TERMS, AND HAS

ENTERED INTO IT KNOWINGLY.




	 	 	 	 	 	 	 
	Date:	 	
10/23/2003
	 	 	 	/s/ Larry R. Seidel
	 	 	


	 	 	 	

	 	 	 	 	 	 	LARRY R. SEIDEL
	 	 	 	 	 	 	 
	Date:	 	
10/28/2003


	 	 	 	AMERICAN MANAGEMENT SYSTEMS,

INCORPORATED
	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	/s/ Garry Griffiths
	 	 	 	 	 	 	

	 	 	 	 	 	 	GARRY GRIFFITHS
	 	 	 	 	 	 	Executive Vice President &
	 	 	 	 	 	 	   Chief Human Relations Officer








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