exv10w1



 



Exhibit 10.1  

SEPARATION AGREEMENT AND GENERAL RELEASE 



     THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made
and entered into by and between John S. Brittain, Jr. (“Employee”), residing at
11300 Peacock Hill Way, Great Falls, VA 22066, 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 of execution by Employee.


     WHEREAS, Employee is employed by AMS as an Executive Vice President and
Chief Financial Officer; and


     WHEREAS, pursuant to this Agreement, Employee and AMS agree to end the
employment relationship as of September 30, 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 will be September 30, 2003 (the
“Separation Date”).


          2. Severance and Other Consideration.



  	 	 
	 (a) In consideration
        for Employee’s promises in this Agreement, and in full settlement
        and release of any actual or potential claims, AMS agrees to do the following:
	 	 
	 	 i) pay to Employee the sum
        of Four Hundred Thousand Dollars ($400,000.00) which constitutes an amount
        equal to one year of Employee’s current base salary;





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	 	 ii) pay to Employee an additional
        payment in the amount of Three Hundred Sixty-Two Thousand Dollars ($362,000.00);
	 	 
	 	 iii) pay on behalf of Employee
        eighteen (18) months of premiums for health and dental insurance
        continuation coverage under any AMS health plan 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”), less the employee
        portion of such premiums which Employee agrees to timely pay on a monthly
        basis, such coverage not to extend beyond March 31, 2005. AMS’s
        share of the premiums paid for such plans shall not constitute taxable
        income to Employee. In the event that Employee secures alternative coverage
        before the expiration of this time period, AMS’s obligation hereunder
        will cease;
	 	 
	 	 iv) provide Employee with
        the option of recording an outgoing message for his AMS voicemail box
        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. Employee shall provide AMS with the contents
        of this outgoing message and AMS shall have the right to approve of the
        contents of any such message;
	 	 
	 	 v) provide Employee with executive
        outplacement services through Right Management Consultants’ Professional
        Management Service program or another outplacement services company selected
        by Employee for a period of up to twelve (12) months after he first
        engages services with Right Management Consultants or another outplacement
        services company, subject to advance consultation with and written approval
        by AMS’s Chief Human Resources Officer; and
	 	 
	 	 vi) consult with Employee
        as to the content of any press release relating to his departure from
        AMS.






  	 	 
	 (b) Within thirty
        (30) days following the receipt by AMS of this Agreement signed by
        Employee, seventy-five percent (75%) of the payments referenced in Sections 2(a)(i)
        and (ii) will be made by direct
	 	 
	 	 






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	 deposit into
        Employee’s bank account into which his paychecks are currently deposited.
        These payments shall be subject to all legally required withholdings and
        deductions. The remaining twenty-five percent (25%) of the payments contemplated
        under Sections 2(a)(i) and (ii) shall be paid with interest,
        at the federal prime rate, two (2) months after the Separation Date,
        provided Employee has fully complied with the obligations set forth in
        this Agreement. This second payment will be subject to all legally required
        withholdings and deductions. If Employee has not complied with the obligations
        in this Agreement, in particular Sections 11, 12, 13, 16, 17 and
        21, Employee shall not be entitled to, nor shall Employee be paid, the
        remaining twenty-five percent (25%) of the severance payment referenced
        in Sections 2(a)(i) and (ii) above.





         Employee understands that AMS will not provide him with severance
pay or any of the other benefits listed above if he revokes his
signature as provided for in Section 18 of this Agreement.


         3. Consideration Acknowledgement.


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


         The Employee was granted a nonqualified stock option for 65,000 shares of
common stock of AMS at a strike price equal to $19.12 on March 11, 2002 and an
additional nonqualified stock option grant for 40,000 shares of common stock of
AMS at a strike price equal to $11.04 on March 6, 2003. All of Employee’s
stock options shall fully vest on the Separation Date. Employee shall retain
the right to exercise any of his outstanding stock options through September
30, 2004. Additionally, Employee’s Five Thousand (5,000) shares of AMS common
stock granted in the form of deferred stock units shall fully vest on
Separation Date. Employee acknowledges and recognizes that he is subject to
all applicable laws and regulations with regard to trading in AMS securities.
Accordingly, in order to ensure compliance with all applicable laws and
regulations, Employee agrees to clear any intended acquisition or disposition
of AMS securities with AMS’s Office of the General Counsel.


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         5. Other Welfare Benefit Plans.


         This Agreement does not affect in any way Employee’s rights to any vested
amounts in his accounts under the American Management Systems, Inc. 401(k)
Plan, the American Management Systems, Inc. WealthBuilder Plan, the American
Management Systems, Incorporated 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 disbursed 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 31, 2003.


         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






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	 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.
        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.





         With respect to any claim(s) that may be advanced against Employee
personally for actions lawfully taken during the ordinary course of his
employment with AMS, Employee shall be entitled to the same right to
indemnification by AMS that is afforded to similarly situated employees of AMS,
namely the indemnification rights that may exist under AMS’s insurance policies
or in an individual employment agreement. No provision in this Agreement shall
be construed to create any additional rights to indemnification.




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       11.  Transfer of Duties.


         Employee shall take all steps reasonably requested by AMS to ensure an
orderly transfer of his duties as an officer and/or director of AMS and its
subsidiaries and shall take all steps reasonably necessary to ensure that the
accounts of AMS and each of its subsidiaries of which Employee is a director or
officer immediately prior to the Separation Date in respect of the 2002
financial year (or part thereof) are finalized and, if requested by AMS,
approved by Employee on or prior to the Separation Date.


       12. 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 at AMS,
Employee 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 regarding his
employment with AMS so that AMS may take any action that it deems appropriate
to protect its proprietary and other interests.


     13. Employee’s 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, 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 12, or to take action to enforce the terms of this


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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, or any other claims under federal,
  state, or local statute, regulation or ordinance, common law, or any other law
  whatsoever, to the fullest extent permitted by law. Employee expressly agrees
  and understands that this is a 

GENERAL RELEASE.



         14. AMS’s Release and Covenant Not to Sue.


         Except as otherwise stated in this Section 14, AMS, on its sole behalf,
agrees not to sue, and further agrees to release, Employee with respect to any
claims, whether known or unknown, that it now has, has ever had, or may ever
have, against Employee related to any act or omission arising from and during
the course of Employee’s employment with AMS and occurring or existing on or
prior to the date on which AMS executes this Agreement, except,
however, this release is not intended, nor shall it be construed, to be
a release of any claims that may be brought by AMS against Employee for fraud,
embezzlement, misrepresentation, misappropriation, breach of fiduciary duty, or
similar intentional wrongdoing. AMS confirms that it has not filed any legal
proceedings against Employee; that it has not transferred any such claims to
any other person or entity; and that as of the date of AMS’s execution of this
Agreement, AMS is unaware of any claim that falls within the exceptions to this
release as set forth in this Section 14. Furthermore, this release is not
intended, and shall not be construed, to extend to any of Employee’s
undertakings under this Agreement or under the AMS Confidentiality and
Intellectual Property Rights Agreement signed by Employee on March 11,
2002.


         15. Employment Verification.


         Employee shall direct all employment verification inquiries to Ms.
Patricia Bradshaw, Vice President, Human Resources Operations, AMS, 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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         16. 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
the Separation Date, Employee shall 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 also
shall return to AMS on or before the Separation Date any items in his
possession, custody or control that are the property of AMS including, but not
limited to, his computer, employee manual, passwords, office equipment,
identification card, parking pass and office keys. In the event that AMS
believes that Employee has not returned its confidential information or
property, AMS shall notify Employee in writing of its belief and basis for its
claim. Employee shall have seven (7) days to cure the alleged defect or verify
in writing that he has returned the confidential information or company
property.


         17. 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 negative or disparaging statements (written or oral) about AMS or any
of its directors, officers or employees. It is not AMS management’s intent to
disparage Employee’s work abilities or to impede Employee’s ability to secure
alternate employment. In the event that Employee notifies the AMS Chief Human
Resources Officer of an alleged disparagement by a specific AMS employee, AMS
shall investigate such allegation, and if determined to be necessary, take
appropriate action to deter any such conduct.


         18. Execution and Revocation Periods.


         Employee acknowledges that he has been given at least twenty-one (21) days
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 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


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review period, shows 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, Inc., 4050 Legato Road, Fairfax, VA, 22033, by
midnight on or before the seventh (7th) calendar day after Employee signs the
Agreement.


         19. Consultation with Counsel and Voluntary Acceptance.


         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) towards 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. Furthermore, 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.


         20. Binding Effect.


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


         21. 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 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





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	 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;
	 	 
	 (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;
	 	 
	 (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.





         At the sole discretion of AMS, any of the provisions of Section 21 may be
waived by the Chief Human Resources Officer, but such waiver must be in
writing.


         22. Entire Agreement.


         This Agreement sets forth the entire agreement between Employee and AMS,
and fully supersedes any and all prior agreements or understandings, whether
written or oral, between them 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 Confidentiality and Intellectual Property Rights Agreement
signed by Employee on March 11, 2002, that by its terms imposes obligations
that survive Employee’s separation from employment with AMS (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. 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.


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         23. Amendment.


         This Agreement may be modified only by written agreement signed by both
Parties.


         24. 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.


         25. Confidential Nature of Agreement.


         Employee agrees to keep both the existence and the terms of this Agreement
confidential and not reveal its contents to any person or entity (including
former and current employees of AMS). Notwithstanding the foregoing, Employee
may discuss this Agreement with his attorney, immediate family members,
financial consultants, or as otherwise required by law. However, Employee must
advise whomsoever he tells that he/she has the same confidentiality obligations
as Employee. This confidentiality provision is an essential part of the
consideration for AMS to enter into this Agreement and if breached, AMS would
be irreparably harmed and entitled to recover damages.


         26. 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.


         27. 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.


         28. Arbitration.


         Any dispute or controversy arising under or in connection with this
Agreement shall be settled by arbitration, in accordance with the National
Rules for the Resolution of Employment Disputes 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


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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 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 the obligations undertaken by the Employee pursuant to Sections 12,
  16, 17 and 21 hereof. 



 

PLEASE READ CAREFULLY.

THIS AGREEMENT AND GENERAL RELEASE INCLUDES A

RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

EMPLOYEE’S SIGNATURE BELOW ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT,

UNDERSTANDS ITS TERMS, AND HAS ENTERED INTO IT VOLUNTARILY AND KNOWINGLY.




  	 	 	 	 
	Dated: 	 09/09/03 	 	/s/ John S. Brittain, Jr. 
      
	 	
	 	

	 	 	 	John S. Brittain, Jr.
	 
	Dated:	  09/09/03 
	 	AMERICAN MANAGEMENT SYSTEMS,
        INCORPORATED
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Garry Griffiths
	 	 	  	 
  Garry
        Griffiths

        Executive Vice President &

           Chief Human Resources Officer







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