exhibit_10-1.htm


    
 

    
      GENERAL
        RELEASE OF CLAIMS

       

      This
        General Release of Claims (“Release”) is made and entered into on this 30th day
        of January, 2008 by and between Computer Sciences Corporation (the “Company”)
        and Michael E. Keane (“Executive”)
        (sometimes collectively “the
        Parties”).

       

      For
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, and in consideration of the mutual covenants set forth herein,
        the
        Parties hereto hereby agree as follows:

       

      1.       
        Continued
        Employment

       

      Executive
        shall cease to be the Chief Financial Officer of the Company and an officer
        or
        director of any of the Company's subsidiaries as of the close of business
        on
        January 30, 2008.

       

      Until
        the
        earlier of January 30, 2009 or the first day upon which Executive becomes
        a
        full-time employee of another company, or becomes a part-time employee of
        or a
        consultant to another company without compliance with Company policy (and
        Executive will promptly notify the Company of any such event), Executive
        shall
        remain employed by the Company in the capacity of Vice President (the last
        day
        of such employment is referred to herein as the "Termination
        Date").  During the period of time between the date hereof and the
        Termination Date (the "Transition Period"), Executive's sole duties and
        responsibilities will be to assist in the transition.  The Company
        will provide Executive with such Company assets and administrative assistance
        as
        the Corporate Vice President of Human Resources may determine to be necessary
        or
        desirable in connection with the performance of such duties and
        responsibilities.  Utilization of administrative assistance by
        Executive to secure future employment will be considered as necessary and
        desirable in connection with the performance of such duties and
        responsibilities.  During the Transition Period, Executive will
        continue to receive all employee and executive benefits to which he is currently
        entitled as the Chief Financial Officer, including, without limitation: (a)
        base
        salary at his current rate, (b) pension, retirement, severance, and health
        and
        welfare benefits, (c) financial planning assistance, security and professional
        association dues and memberships, (d) use of the same Company-provided
        automobile, and (e) outplacement services commensurate with an officer
        position.  Provided that the Termination Date is on or after March 28,
        2008, which is the last day of FY2008, Executive will be entitled to receive
        a
        FY2008 cash bonus in accordance with the terms and conditions of the Annual
        Management Incentive Plan (“AMIP”) and Individual AMIP 1 Target Bonus and
        Target Criteria letter signed by Executive on June 29,
        2007.  Executive will not be eligible for a FY2009 cash
        bonus.

       

      With
        respect to the 12,692 restricted stock units granted to Executive on
        May 22, 2006 in lieu of a cash bonus and the 11,181 shares of
        restricted stock granted to him on September 1, 2005 in lieu of a cash signing
        bonus, all such restricted stock units and shares of restricted stock that
        are
        unvested on the Termination Date will vest in full on that date.  All
        other equity awards shall be honored in accordance with their terms and
        conditions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.       
        Release Of Claims
        And
        Covenant Not To Sue

       

      
        	
                (a)  

              	
                Executive,
                  on behalf of his spouse, heirs, executors, representatives and
                  assigns,
                  hereby irreovcably, unconditionally, knowingly and voluntarily
                  releases,
                  acquits and forever discharges the Company, and its subsidiaries
                  and
                  affiliates, and all of their respective past, present and future
                  employees, officers, directors, shareholders, agents, representatives,
                  consultants, accountants, auditors and attorneys (collectively
                  “Releasees”) from any and all rights and claims, including, without
                  limitation, demands, causes of action, charges, complaints, promises,
                  grievances, losses, damages, liabilities, debts, costs, expenses,
                  wages,
                  attorneys fees and/or injuries, whether known or unknown, contingent
                  or
                  matured, at law or in equity or in arbitration, which Executive
                  holds or
                  has ever held against the Releasees prior to the date hereof (individually
                  and collectively, the “Released Claims”).  The Released Claims
                  include, without limitation, any such rights and claims connected
                  with or
                  arising out of:

              


      

       

      
        	
                (i)  

              	
                Executive’s
                  employment with the Company, or separation
                  thereof;

              


      

       

      
        	
                (ii)  

              	
                the
                  terms of any employee benefit plan, whether or not arising under
                  the
                  Executive Retirement Income Security Act of 1974, as
                  amended;

              


      

       

      
        	
                (iii)  

              	
                any
                  discrimination claim, whether or not arising under any local, state
                  or
                  federal law or regulation, public policy or common law (including,
                  without
                  limitation, the federal Age Discrimination in Employment Act, Title
                  VII of
                  the Civil Rights Act of 1964, the Americans with Disabilities Act,
                  and the
                  Older Workers Benefit Protection Act);
                  or

              


      

       

      
        	
                (iv)  

              	
                any
                  state, federal or local statute, regulation, public policy, contract
                  or
                  tort principle in any way applying to Executive’s employment with the
                  Company or separation thereof.

              


      

       

      It
        is
        expressly agreed and understood that this Release is a general
        release.  Nothing contained in this Release is a waiver of any rights
        or claims (including any which may arise under the Age Discrimination in
        Employment Act) that may arise after the date hereof or which, as a matter
        of
        law, cannot be released or waived.

       

      
        	
                (b)  

              	
                EXECUTIVE
                  HEREBY ACKNOWLEDGES AND AGREES THAT IT IS HIS INTENTION TO FOREVER
                  BAR
                  EVERY RELEASED CLAIM, WHETHER KNOWN OR UNKNOWN TO EXECUTIVE AT
                  THIS TIME
                  OR DISCOVERED LATER.  EXECUTIVE UNDERSTANDS AND ACKNOWLEDGES
                  THAT THERE ARE LAWS THAT MAY INVALIDATE RELEASES OF CLAIMS THAT
                  ARE
                  UNKNOWN TO EXECUTIVE, AND EXECUTIVE HEREBY EXPRESSLY WAIVES ANY
                  PROTECTION
                  TO WHICH HE MAY OTHERWISE BE ENTITLED BY VIRTUE OF ANY SUCH
                  LAW.  IN PARTICULAR, AND NOT BY WAY OF LIMITATION, EXECUTIVE
                  HEREBY REPRESENTS AND ACKNOWLEDGES THAT HE IS FAMILIAR WITH SECTION
                  1542
                  OF THE CALIFORNIA CIVIL CODE, WHICH
                  PROVIDES:

              


      

       

      A
        GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
        OR
        SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
        IF
        KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
        DEBTOR.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      EXECUTIVE
        HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS THAT HE HAS OR MAY
        HAVE
        UNDER CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR APPLICABLE LAW OF
        ANY
        STATE.

       

      
        	
                (c)  

              	
                Executive
                  hereby represents that no claim, complaint, charge or other action
                  of any
                  kind on his behalf is pending against the Releasees.  Executive
                  further represents and hereby agrees that he shall never institute
                  a
                  claim, complaint, charge or other action of any kind with any governmental
                  agency or court against the Releasees concerning any Released
                  Claims.  Notwithstanding the foregoing, nothing herein prohibits
                  Executive from filing a charge or complaint with the federal Equal
                  Employment Opportunity Commission (“EEOC”) or any other civil rights
                  agency or from participating in any investigation or proceeding
                  of the
                  EEOC.  However, Executive waives the right to any damages
                  recoverable pursuant to such
                  claims.

              


      

       

      
        	
                 

              	
                3.

              	
                Choice
                  Of
                  Law

              


      

       

      This
        Release shall be governed by and construed in accordance with the laws of
        the
        State of California, excluding its choice of law rules or statutes.

       

      
        	
                4.

              	
                Severability
                  And
                  Savings Provision

              


      

       

      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 of America, such unenforceability shall not affect any
        other provision of this Release but, with respect only to that jurisdiction
        holding the provision to be unenforceable, this Release shall then be construed
        as if such unenforceable provision or provisions had never been contained
        herein.

       

      
        	
                 

              	
                5.

              	
                Nature
                  Of
                  Release

              


      

       

      This
        Release constitutes the complete understanding between Executive and the
        Company, and supersedes any and all prior or contemporaneous agreements,
        promises, or inducements, whether oral or written, concerning these subject
        matters.  However, the provisions of any prior agreements which impose
        non-disclosure, non-competition, non-hire and/or confidentiality obligations
        on
        Executive before or after the Termination Date survive this Release. No promises
        or agreements made subsequent to the execution of this Release by the Parties
        hereto shall be binding unless reduced to writing and signed by authorized
        representatives of the Parties.

       

      
        	
                6.

              	
                Counterparts
                  And
                  Facsimile

              


      

       

      This
        Release 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.  The Parties agree that this Release may be executed using
        facsimile signatures and that such signatures shall be deemed to be valid
        as
        original signatures.

       

      7.       
        Voluntary
        Execution

       

      Executive
        represents that he understands the words, terms and effect of this Release,
        and
        that he has executed this Release voluntarily without duress or influence
        on the
        part of the Company or any other person.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      8.       
        Time For
        Consideration

       

      Executive
        understands that he has until the close of business on January 30, 2008, to
        consider this Release, and that he has had an opportunity to consult with
        an
        advisor of his choosing before doing so.  Executive further
        understands that in the event this Release is not signed by Executive and
        delivered to the Company prior to the close of business on January 30,
        2008, the Release will be void and of no further force and effect.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Executive and the Company have caused this Release to be
        duly
        executed on the day and year first above written.

       

      COMPUTER
        SCIENCES CORPORATION

       

      By /s/ Nathan
        G.
        Siekierka_____________

      Name: 
        Nathan G. Siekierka

      Title:    Vice
        President, Human Resources

       

      EXECUTIVE

       

       /s/ Michael
        E.
        Keane__________________

      Michael
        E. Keane

       


      
        
          
          

        

        
          5