exv10w4



 




Exhibit 10.4




EMPLOYMENT AGREEMENT

James C. Reagan




      This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective October 1,
2003 between American Management Systems, Incorporated, a corporation formed
under the laws of the State of Delaware with its principal place of business at
4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and James C. Reagan,
residing at 2060 Beacon Height Drive, Reston, VA 20191 (the “Employee”).




      WHEREAS, AMS desires to engage the services of the Employee as Executive
Vice President, and the Employee is willing to render such services to AMS in
consideration of the terms and conditions agreed to by the parties; and




      WHEREAS, AMS has approved the employment of the Employee on the terms and
conditions set forth in this Agreement;




      NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, AMS agrees
to employ the Employee, and the Employee agrees to perform services for AMS as
an employee, effective as of October 1, 2003 upon the terms and conditions set
forth herein.




	1.	 	Term.





	 	 	The initial term of this Agreement shall end on September 30, 2004,
unless it is terminated earlier as provided herein. Beginning on that
date, and on each anniversary thereafter, unless it is terminated earlier
as provided herein or AMS delivers written notice to the Employee of its
intention not to extend the Agreement at least 90 days before such
anniversary date, the term of this Agreement shall automatically be
extended for one additional year. The restrictive covenants in Sections
10 and 11 hereof shall survive the termination of this Agreement.





	2.	 	Title and Duties.





	 	 	The Employee shall be employed as Executive Vice President of AMS. The
Employee shall perform such services consistent with his position as
might be assigned to him from time to time and are consistent with the
bylaws of AMS.





	3.	 	Location.





	 	 	The Employee’s place of primary employment shall be within a 25-mile
radius of the location of the offices described above as AMS shall
reasonably direct, or at any other location that may be mutually agreed
upon in the future. The Employee understands that his performance of
services for AMS may include frequent business travel.






 








 



	4.	 	Extent of Services.





	 	a.	 	General.






	 		 	The Employee agrees not to engage in any business activities during
the term of this Agreement except those that are for the benefit of
AMS, and to devote his entire business time, attention, skill and
effort to the performance of his duties under this Agreement.
Notwithstanding the foregoing, the Employee may engage in
charitable, professional and civic activities that do not impair
the performance of his duties to AMS, as the same may be changed
from time to time, or otherwise adversely affect AMS’s interest,
reputation, business or welfare. Nothing contained herein shall
prevent the Employee from managing his own personal investments and
affairs, including but not limited to investing his assets in the
securities of publicly traded companies; provided, however, that
the Employee’s activities do not constitute a conflict of interest,
violate securities laws, or otherwise interfere with the
performance of his duties and responsibilities as described herein.
The Employee agrees to adhere to AMS’s published policies and
procedures affecting directors, officers, employees, and agents and
shall use his best efforts to promote AMS’s interest, reputation,
business and welfare.






	 	b.	 	Corporate Opportunities.






	 		 	The Employee agrees that he will not take personal advantage of any
business opportunities that arise during his employment with AMS
and that might be of benefit to AMS. All material facts regarding
such opportunities must be promptly reported to the Board for
consideration by AMS.






	5.	 	Compensation and Benefits.





	 	a.	 	Base Salary.






	 		 	The Employee’s initial annualized base salary shall be $275,000.
The base salary shall be payable in accordance with AMS’s standard
payroll practices. The Employee’s annual base salary shall be
reviewed no less frequently than annually; provided, however, that
at no time during the term of this Agreement shall the Employee’s
base salary be decreased from the base salary then in effect except
as part of a general program of salary adjustment by AMS applicable
to all similarly-situated employees.






	 	b.	 	Incentive Compensation.






	 	(i)	 	The Employee shall be eligible for an annual cash
bonus having a value from 0% to 120% of his annual base salary
for the relevant year, with a target percentage of 60%
(“Target Bonus”). Such a bonus is dependent on AMS’s, the
Business Group’s, and the Employee’s performance and subject
to AMS’s reasonable discretion. Such annual bonuses shall be
paid at the usual times for the payment of annual bonuses by
AMS.







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	 	(ii)	 	The Employee shall be eligible to participate in
all long term incentive plans in which other executive vice
presidents are eligible to participate.






	 	c.	 	Stock Options.






	 		 	As of October 1, 2003, the Employee shall be granted a nonqualified
stock option for 20,000 shares of common stock of AMS at a stock
price equal to the closing market price on October 1, 2003. The
options will be granted under the American Management Systems,
Incorporated 2003 Stock Incentive Plan. The options will vest over
three years in increments of 33 and 1/3 percent on each anniversary
of the grant date.






	 		 	As of May 13, 2002, the Employee shall was granted a nonqualified
stock option for 25,000 shares of common stock of AMS at a strike
price equal to the closing market price of AMS stock on May 13,
2002. The options were granted under American Management Systems,
Incorporated 1996 Amended Stock Option Plan F (“Plan F”). The
options will vest over four years in increments of twenty-five
percent (25%) on the anniversary of the grant date. In the event
of involuntary termination without Cause, as defined herein,
Employee will receive full vesting of any of these unexercised
stock options.






	 	d.	 	Other Benefits.






	 		 	The Employee shall be entitled to paid compensatory leave and
vacation, sick leave, and holiday pay in accordance with AMS’s
policies in effect from time to time, and eligible to participate
pursuant to the terms of the relevant plans in such life, health,
and disability insurance, pension, deferred compensation and other
benefits as AMS extends, as a matter of policy, to its executive
vice presidents.






	6.	 	Termination of Employment.





	 	a.	 	In General.






	 		 	Except as specifically provided below or elsewhere in this
Agreement, the Employee’s employment may be terminated by either
party at any time with or without Cause. In any event, the
Employee’s employment shall terminate immediately upon his death,
in which case his estate or his beneficiaries, as the case may be,
shall be entitled to payment of any portion of his unpaid base
salary to the date of death and reimbursement for all outstanding
and reimbursable business expenses.






	 		 	Except as specifically provided below or elsewhere in this
Agreement, in the event that the Employee’s employment is
terminated, this Agreement shall terminate and the Employee shall
be entitled only to such rights and payment of such benefits as
might be provided by the terms of any employee benefit plan or
program of AMS, or any other agreement between AMS and the
Employee.







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	 		 	Except as specifically provided below or elsewhere in this
Agreement, constructive termination of the Employee’s employment by
AMS shall be treated the same as actual termination without Cause
for purposes of this Agreement. Constructive termination shall
mean a termination of the Employee’s employment at his own
initiative following the occurrence, without the Employee’s prior
written consent, of one or more of the following events:






	 	(i)	 	an involuntary and significant diminution in the
nature or scope of the Employee’s authority or the duties that
the Employee performs, unless the Employee is given new
authority or assigned new duties (whichever is applicable)
that are substantially comparable to his previous authority
and duties;






	 	(ii)	 	a significant reduction in the Employee’s then
current base salary, a significant reduction in his
opportunities for earnings under his incentive compensation
plans, or a significant reduction in his employee benefits as
a whole (in each case except as part of a general reduction
that applies to other similarly-situated employees); or






	 	(iii)	 	the relocation of the Employee’s office from its
location at the time of the change to a location more than 25
miles away.






	 		 	The mere failure of AMS to extend (or notice of its intention not
to extend) the Agreement shall not result in actual or constructive
termination; provided, however, that if AMS fails to extend the
Agreement its obligation to provide the benefits set forth in
Section 6 (c), on the terms and conditions set forth in that
section, and without regard to any other section hereof, shall
survive the termination of the Agreement. Under no circumstances
shall a termination or constructive termination be deemed to occur
for purposes of Section 6(c) hereof, if AMS’s obligation to perform
this Agreement is assigned or transferred to a successor employer
pursuant to Section 17 hereof or if the Employee otherwise becomes
employed without a significant period of unemployment under
substantially similar terms and conditions by a successor to some
or all of the business of AMS.






	 	b.	 	Voluntary Termination.






	 		 	The Employee’s voluntary termination of employment shall be
effective upon 30 days’ prior written notice to AMS, unless the
parties mutually agree to advance or delay the effective date.






	 	c.	 	Termination Without Cause.






	 		 	AMS’s termination of the Employee’s employment without Cause (or
taking of any action or actions resulting in Constructive
Termination of employment) shall be effective upon 30 days prior
written notice to the Employee, unless the parties mutually agree
to advance or delay the effective date.







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	 		 	If the Employee’s employment is terminated without Cause and not on
account of Disability, the Employee shall be entitled to receive
from AMS the following benefits in addition to any other benefits
to which he might be entitled:






	 	(i)	 	a severance benefit in an amount equal to 100% of
the Employee’s annual base salary in effect immediately
preceding such termination, but only if (1) the Employee
executes a release similar to the release attached hereto, (2)
the period for revoking such release has expired, and (3) the
Employee has complied with the requirements of Sections 10 and
11 hereof; and






	 	(ii)	 	full vesting of any unexercised stock options
with a grant date on or after October 1, 2003; and






	 	(iii)	 	if Employee elects health and dental insurance
continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act (COBRA) of any AMS health plans that have
been elected by the Employee or his qualified beneficiaries at
the time of employment termination pursuant to Section 4980B
of the Internal Revenue Code of 1986, as amended (the “Code”),
AMS will directly pay for such coverage, less the Employee’s
portion of the premium(s) he would pay if still an active
Employee. AMS will pay the above amounts (1) for a maximum of
twelve months, and (2) only as long as the Employee and/or
qualified beneficiaries are eligible for continuation coverage
under COBRA (for example, continuation coverage will terminate
if Employee and/or qualified beneficiaries becomes covered
under another employer’s group health plan). Employee is
responsible for electing benefit continuation (COBRA election
form) and sending a timely monthly check to AMS to cover the
Employee’s portion of the premium(s).






	 		 	AMS shall pay 75% of the severance benefit in paragraph (i) within
30 days after all of the applicable conditions are satisfied. AMS
shall pay the other 25% of the severance benefit with interest (as
set forth in paragraph 15) twelve (12) months after all of the
applicable conditions are satisfied, provided that the Employee
complies with the covenants in Sections 10 and 11 hereof throughout
that period. If the Employee does not comply with the requirements
of Sections 10 and 11 hereof at any time during that period, the
other 25% of the severance benefit shall not be paid to the
Employee. All severance payments made to the Employee pursuant to
section 6(c) (i) shall be paid subject to all legally required
payroll taxes and deductions; additionally, AMS may withhold for
any sums owed by the Employee to AMS.






	 		 	For purposes of this Agreement, “Cause” shall mean: (1) the
conviction of the Employee of, or the entry of a plea of guilty or
nolo contendere by the Employee to any felony, or any misdemeanor
involving moral turpitude; (2) fraud, misappropriation or
embezzlement by the Employee; (3) the Employee’s willful failure,
gross negligence or gross misconduct in the performance of his
assigned duties for AMS; (4) the Employee’s breach of a fiduciary
duty to AMS; (5) any act or omission of the Employee not at the
express direction of the Board or other







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	 		 	appropriate authority that reflects adversely on the integrity and
reputation for honesty and fair dealing of AMS or has a material
detrimental effect on AMS’s financial condition, position or
business; or (6) the breach by the Employee of any material term of
this Agreement. For purposes of this Agreement, “Disability” shall
mean disability as defined in AMS’s existing long term disability
policy at the time of the disabling event.






	7.	 	Effect of Change in Control.





	 	a.	 	Additional Benefits.






	 		 	If the Employee’s employment is terminated within twelve (12)
months following a Change in Control of AMS, and a severance
benefit is payable pursuant to Section 6(c)(i) hereof, (i) the
amount of the severance benefit shall be increased to 200% of the
sum of the Employee’s then current base salary and target annual
bonus, (ii) the 25% hold-back of the severance benefit shall not
apply, and (iii) the Employee shall be entitled to the Gross-up
Payment, if any, described in subsection (c) below.






	 	b.	 	Definition of Change in Control.






	 		 	A “Change in Control” shall mean the first of the following events
to occur:






	 	(i)	 	Any person or group (within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 (the “Act”)), other than AMS or a trustee or other
fiduciary holding securities under an employee benefit plan of
AMS or a corporation owned directly or indirectly by the
stockholders of AMS in substantially the same proportions as
their ownership of stock of AMS, becomes the beneficial owner
(within the meaning of Rule 13d-3 under the Act), directly or
indirectly, of securities representing 50% or more of the
combined voting power of AMS’s then-outstanding securities
entitled generally to vote for the election of directors;






	 	(ii)	 	AMS’s stockholders approve an agreement to merge
or consolidate with another corporation unless AMS’s
stockholders immediately before the merger or consolidation
are to own more than two-thirds (66-2/3%) of the combined
voting power of the resulting entity’s voting securities
entitled generally to vote for the election of directors;






	 	(iii)	 	AMS’s stockholders approve an agreement
(including, without limitation, an agreement of liquidation)
to sell or otherwise dispose of all or substantially all of
the business or assets of AMS; or






	 	(iv)	 	During any period of two (2) consecutive years,
individuals who, at the beginning of the period, constituted
the Board cease for any reason to constitute at least a
majority thereof, unless the election or the nomination for
election by AMS’s stockholders of each new director was
approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of
the period (either by a specific vote or by







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	 		 	approval of the proxy statement of AMS in which such person
is named as a nominee for director, without objection to such
nomination).






	 		 	However, no Change in Control shall be deemed to have occurred by
reason of (1) any event involving a transaction in which the
Employee or a group of persons or entities with whom or with which
the Employee acts in concert, acquires, directly or indirectly, 50%
or more of the combined voting power of AMS’s then-outstanding
voting securities or the business or assets of AMS, or (2) any
event involving or arising out of a proceeding under Title 11 of
the United States Code or the provisions of any future United
States bankruptcy law, an assignment for the benefit of creditors
or an insolvency proceeding under state or local law.






	 	c.	 	Effect of Section 280G.






	 		 	The benefit provided under this Section 7 or Section 6 hereof, if
applicable, shall be provided without regard to any limitations
imposed by Section 280G or 4999 of the Code.






	 	(i)	 	In the event that the Employee becomes entitled
to the benefits (including the acceleration of certain
benefits) provided under this Section 7 or Section 6 hereof,
if applicable (the “Benefits”), if any of the Benefits will be
subject to the tax (the “Excise Tax”) imposed by Section 4999
of the Code (or any similar tax that may hereafter be
imposed), AMS shall pay to the Employee an additional amount
(the “Gross-up Payment”) such that the net amount retained by
the Employee, after deduction of any Excise Tax on the Total
Benefits (as hereinafter defined) and any federal, state and
local income tax and Excise Tax upon the Gross-up Payment
provided for by this subparagraph (i), but before deduction
for any federal, state or local income tax on the Benefits,
shall be equal to the “Total Benefits,” as defined below.






	 	(ii)	 	For purposes of determining whether any of the
Benefits will be subject to the Excise Tax and the amount of
such Excise Tax:






	 	(1)	 	Any other payments or benefits
received or to be received by the Employee in connection
with a Change in Control of AMS or the Employee’s
termination of employment (whether pursuant to the terms
of this Agreement or any other plan, arrangement or
agreement with AMS, any person whose actions result in a
Change in Control of AMS, or any person affiliated with
AMS or such person) (which, together with the Benefits,
shall constitute the “Total Benefits”) shall be treated
as “parachute payments” within the meaning of Section
280G(b)(2) of the Code, and all “excess parachute
payments” within the meaning of Section 280G(b)(1) of
the Code shall be treated as subject to the Excise Tax,
unless in the opinion of tax counsel selected by AMS’s
independent auditors such other payments or benefits (in
whole or in part) will not constitute parachute
payments, or such excess parachute payments (in whole or
in part) represent







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	 		 	reasonable compensation for services actually rendered
within the meaning of Section 280G(b)(4) of the Code in
excess of the base amount within the meaning of Section
280G(b)(3) of the Code or are otherwise not subject to
the Excise Tax, and such tax counsel shall provide such
opinion in writing to the Employee such that he and his
tax advisors can rely on it,






	 	(2)	 	The amount of the Total Benefits
which shall be treated as subject to the Excise Tax
shall be equal to the lesser of (I) the total amount of
the Total Benefits and (II) the amount of excess
parachute payments within the meaning of Section
280G(b)(1) of the Code (after applying paragraph (1),
above), and






	 	(3)	 	The value of any non-cash benefits or
any deferred payment or benefit shall be determined by
AMS’s independent auditors in accordance with the
principles of Section 280G(d)(3) and (4) of the Code.






	 	(iii)	 	For purposes of determining the amount of the
Gross-up Payment, the Employee shall be deemed to pay federal
income taxes at the highest marginal rate of federal income
taxation for the calendar year in which the Gross-up Payment
is to be made and the applicable state and local income taxes
at the highest marginal rate of taxation for the calendar year
in which the Gross-up Payment is to be made, net of the
maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes. In the
event that the Excise Tax is subsequently determined to be
less than the amount taken into account hereunder at the time
the Gross-up Payment is made, the Employee shall repay to AMS
at the time that the amount of such reduction in Excise Tax is
finally determined the portion of the Gross-up Payment
attributable to such reduction (plus the portion of the
Gross-up Payment attributable to the Excise Tax and federal
and state and local income tax imposed on the portion of the
Gross-up Payment being repaid by the Employee if such
repayment results in a reduction in Excise Tax and/or a
federal and state and local income tax deduction), plus
interest on the amount of such repayment at the rate provided
in Section 1274(b)(2)(B) of the Code. In the event that the
Excise Tax is determined to exceed the amount taken into
account hereunder at the time the Gross-up Payment is made
(including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-up
Payment), AMS shall make an additional gross-up payment in
respect of such excess (plus any interest payable with respect
to such excess) at the time that the amount of such excess is
finally determined.






	8.	 	Mitigation and Offset.





	 	 	If the Employee’s employment is terminated during the term of this
Agreement without Cause, the Employee shall be under no duty or
obligation to seek or accept other






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	 	 	employment, and no payment or benefits of any kind due him under this
Agreement shall be reduced, suspended or in any way offset by any
subsequent employment.





	9.	 	Entitlement to Other Benefits.





	 	 	Except as expressly provided herein, this Agreement shall not be
construed as limiting in any way any rights or benefits the Employee, his
spouse, dependents or beneficiaries may have pursuant to any other
employee benefits plans or programs.





	10.	 	Confidentiality and Return of Company Property.





	 	 	The Employee acknowledges that all confidential information regarding the
business of AMS and its subsidiaries and affiliates is the exclusive
property of AMS. On or before the date that his employment with AMS
terminates, the Employee shall return to AMS all copies of any material
involving such confidential information to AMS, and the Employee agrees
that he will not, directly or indirectly, divulge or use such
information, whether or not such information is in written or other
tangible form. The Employee also shall return to AMS by that date any
other items in his possession, custody or control that are the property
of AMS including, but not limited to, computer, employee manual,
passwords, office equipment, identification card and office keys. The
Employee understands that even after the date that his employment with
AMS terminates he will remain bound by the terms of the American
Management Systems, Incorporated Confidentiality and Intellectual
Property Rights Agreement, the AMS Ethical Business Conduct policy
statement, and the restrictive covenants contained in this Section 10 and
Section 11 hereof. This Section is intended to cover confidential
information of AMS that relates to the business of AMS that has not
otherwise been made public and shall not apply to employee responses that
may be required by proper governmental or judicial inquiry. No breach of
this Section shall be deemed to have occurred unless AMS provides written
notice to the Employee of the breach within 90 days after AMS becomes
aware of it.





	11.	 	Non-Solicitation.





	 	a.	 	Effective on the Separation Date and for a period of 12
months thereafter (the “Restricted Period”) the Employee will not on
his own behalf or on behalf of another person or entity directly or
indirectly solicit for the provision of, or provide competitive
products or services to, any AMS customer for which he provided
products or services on behalf of AMS during the two (2) years prior
to Separation Date, or any prospective customers that AMS was
actively soliciting to become a customer during two (2) years prior
to his Separation Date and in which employee had any direct and
material involvement in soliciting or proposal process. “Competitive
Products or Services” means 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, the Employee shall 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.







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	 	c.	 	The 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. The Employee further agrees that these
restrictions protect AMS’s legitimate business interests. The
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.






	12.	 	Employee Representation.





	 	 	The Employee represents and warrants to AMS that he has disclosed to AMS
any and all obligations of a contractual or other nature to any person,
business or other entity that is inconsistent or in conflict with this
Agreement or that would prevent him from performing his obligations under
this Agreement.





	13.	 	Arbitration.





	 	 	Any dispute or controversy arising under or in connection with this
Agreement shall, if AMS or the Employee so elects, 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 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 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 Employee’s covenants in Sections 10 and 11 hereof.





	14.	 	Legal Expenses.





	 	 	Except as provided in Section 13 hereof, if any dispute or controversy
arises under or in connection with this agreement, AMS shall promptly pay
all the Employee’s legal fees and expenses relating to the dispute or
controversy, including, by way of example rather than limitation,
reasonable attorneys’ fees incurred by the Employee in seeking to obtain
or enforce any right or benefit under this Agreement, provided, however,
that this obligation of AMS shall not apply unless the Employee prevails
in whole or in part on the dispute or controversy. This obligation shall
apply irrespective of whether the dispute or controversy is resolved by
arbitration, litigation, or a settlement thereof.





	15.	 	Interest.





	 	 	AMS shall pay to the Employee interest at the prime lending rate as
announced from time to time by Citibank, N.A. or its successors or
another substantially similar rate on all or any






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	 	 	part of any amount to be paid to the Employee hereunder that is not paid
when due or that is deferred under an express obligation to pay interest.





	16.	 	Indemnification and Litigation Expenses/Costs.





	 	a.	 	AMS agrees that if the 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 reimburse
the Employee all reasonable costs and expenses (including legal
fees) incurred by him in connection with a Proceeding within 30 days
after receipt by AMS of a written request for such payment. The
Employee is responsible for repayment of any amounts previously paid
through AMS reimbursement process, if it is ultimately determined
that the Employee is not entitled to be indemnified against such
costs and expenses.






	 	b.	 	The failure of AMS (including its Board, independent legal
counsel or stockholders) to have rendered a formal decision that the
Employee is entitled to indemnification because the Employee has met
the applicable standards of conduct, shall not create a presumption
that the Employee has not met the applicable standards of conduct.






	17.	 	Assignability and Successors.





	 	 	This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, heirs (in the case of the
Employee) and assigns. No rights or obligations may be assigned or
transferred by AMS except that such rights or obligations may be assigned
or transferred pursuant to a merger or consolidation in which AMS is not
the continuing entity, or the sale or liquidation of all or substantially
all of the assets of AMS, provided that the assignee or transferee is the
successor to all or substantially all of the assets of AMS and such
assignee or transferee assumes the liabilities, obligations, and duties
of AMS, as contained in this Agreement, either contractually, or as a
matter of law. AMS further agrees, that in the event of a sale of assets
or liquidation as described in the foregoing sentence, it shall take
whatever action it is legally entitled to take in order to cause the
assignee or transferee to expressly assume the liabilities, obligations,
and duties of AMS under this Agreement. No rights or obligations of the
Employee under this Agreement may be assigned or transferred by the
Employee other than his right to receive






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	 	 	compensation and benefits, provided such assignment or transfer is
otherwise permitted by law.





	18.	 	Notices.





	 	 	All notices required or permitted hereunder shall be in writing and shall
be deemed effective: (a) upon personal delivery; (b) upon deposit with
the United States Postal Service, by registered or certified mail,
postage prepaid; or (c) in the case of delivery by nationally recognized
overnight delivery service, when received, addressed as follows:





	 	 	If to AMS to:





	 	 	American Management Systems, Incorporated

4050 Legato Road

Fairfax, VA 22033

Attention:   Garry Griffiths, Chief Human Resources Officer





	 	 	If to the Employee, to:





	 	 	James C. Reagan

2060 Beacon Height Drive

Reston, VA 20191





	 	 	or to such other address or addresses as either party shall designate to
the other in writing from time to time by like notice. At AMS’s sole
discretion it may substitute, for any advance notification otherwise
required in this Agreement, continued payment of regular salary and
benefits during the otherwise required advance notification period.





	19.	 	Amendment.





	 	 	This agreement may be amended or modified only by a written instrument
executed by both AMS and the Employee.





	20.	 	Captions.





	 	 	The captions appearing herein are for convenience of reference only and
in no way define, limit or affect the scope or substance of any section
hereof.





	21.	 	Time.





	 	 	All reference herein to periods of days are to calendar days, unless
expressly provided otherwise. Where the time period specified herein
would end on a weekend or holiday, the time period shall be deemed to end
on the next business day.





	22.	 	Entire Agreement.





	 	 	Except for other agreements specifically referenced herein, this
Agreement constitutes the entire agreement between AMS and the Employee
and supersedes all prior agreements and






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	 	 	understandings, whether written or oral relating to the subject matter
hereof. This Agreement renders null and void the Employment Agreement
signed by Employee on April 23, 2002.





	23.	 	Severability.





	 	 	In case any provision hereof shall be held by a court or arbitrator with
jurisdiction over AMS or the Employee to be invalid, illegal or otherwise
unenforceable, such provision shall be restated to reflect as nearly as
possible the original intentions of AMS and the Employee in accordance
with applicable law, and the validity, legality and enforceability of the
remaining provisions shall in not way be affected or impaired thereby.





	24.	 	Waiver.





	 	 	No delays or omission by AMS or the Employee in exercising any right
hereunder shall operate as a waiver of that or any other right. A waiver
or consent given by AMS or the Employee or any one occasion shall be
effective only in that instance and shall not be construed as a bar or
waiver of any right on any other occasion.





	25.	 	Governing Law.





	 	 	This Agreement shall be construed, interpreted and enforced in accordance
with the laws of the Commonwealth of Virginia, without regard to its
conflicts of laws principles.





	26.	 	Withholding.





	 	 	AMS may deduct from all benefits provided hereunder any taxes or other
withholdings reasonably determined to be required to be withheld by any
government or government agency. To the extent that AMS does not deduct
the full amount of taxes owed, the Employee is solely responsible for any
additional taxes.





	27.	 	Counterparts.





	 	 	This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute
one and the same instruments.






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IN WITNESS WHEREOF, AMS and the Employee have executed this Agreement effective
as of October 1, 2003.




	 	 	 	 	 	 	 
	JAMES C. REAGAN	 	 	 	AMERICAN MANAGEMENT
	 	 	 	 	 	 	SYSTEMS, INCORPORATED
	 	 	 	 	 	 	 
	/s/ James C. Reagan


	 	By:	 	/s/ Garry Griffiths


	 	 	 	 	 	 	Garry Griffiths
	 	 	 	 	 	 	 
	Date:	 	
10/28/03
	 	Date:
	 	10/28/03
	 	 	


	 	 	 	









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