exv10w2






Exhibit 10.2




AMENDMENT




to




EMPLOYMENT AGREEMENT




dated December 23, 2008




by and between Affiliated Computer Services, Inc. (the “Company”)

and Darwin Deason (the “Executive”)




             WHEREAS, the Company and the Executive entered into an employment agreement dated as of
February 16, 1999, as amended as of December 7, 2007 (the “Agreement”).



             WHEREAS, the Company and the Executive desire to amend the Agreement as set forth herein as a
result of the requirements of Section 409A of the Internal Revenue Code of 1986, and the
regulations thereunder.



             NOW, THEREFORE, the Agreement is hereby amended as follows:




	 	1.	 	Section 3 of the Agreement is hereby modified by adding the following
sentences after the last sentence thereof: “Except as specifically permitted by
Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder (“Section 409A”), the relocation benefits provided
to the Executive under this Section 3 during any calendar year shall not affect the
relocation benefits to be provided to the Executive under this Section 3 in any other
calendar year and the right to such relocation benefits cannot be liquidated or
exchanged for any other benefit, in accordance with Treas. Reg. Section
1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, reimbursement payments for
moving expenses shall be made to the Executive as promptly as practicable following
the date that the applicable expense is incurred, but in any event not later than the
last day of the calendar year following the calendar year in which the expense is
incurred, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor
thereto.”
	 
	 	2.	 	Subsection 8(b) of the Agreement is hereby modified by adding the following
sentence after the first sentence thereof: “Except as specifically permitted by
Section 409A, the benefits provided to the Executive under this Subsection 8(b) during
any calendar year shall not affect the benefits to be provided to the Executive under
this Subsection 8(b) in any other calendar year and the right to such benefits cannot
be liquidated or exchanged for any other benefit, in accordance with Treas. Reg.
Section 1.409A-3(i)(1)(iv) or any successor thereto.”




 









 





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	 	3.	 	Subsection 8(c) of the Agreement is hereby modified by deleting the following
language: “; and (ii) all compensation previously deferred by the Executive but not
yet paid”.
	 
	 	4.	 	Subsection 8(e) of the Agreement is hereby deleted and replaced with the
following language: “Intentionally omitted”.
	 
	 	5.	 	Subsection 8(g) of the Agreement is hereby modified by adding the following
language at the end of the first sentence thereof: “, provided that such expenses are
incurred on or prior to the last day of the second calendar year following the
calendar year in which the Executive’s separation from service (within the meaning of
Section 409A) occurs, in accordance with Treas. Reg. Section 1.409A-1(b)(9)(v) or any
successor thereto. Such expenses shall be reimbursed no later than the last day of
the third calendar year following the calendar year in which the Executive’s
separation from service (within the meaning of Section 409A) occurs, in accordance
with Treas. Reg. Section 1.409A-1(b)(9)(v) or any successor thereto.”
	 
	 	6.	 	Subsection 8(i) of the Agreement is hereby modified by adding the following
sentences after the last sentence thereof: “Any Gross-Up Payment or other payment in
respect of Excise Tax or income tax or related interest or penalties payable to the
Executive pursuant to this Subsection 8(i) shall be paid to the Executive as soon as
practicable after the applicable liability is incurred, but in any event not later
than the last day of the calendar year after the calendar year in which the Executive
remits the applicable taxes, interest or penalties to the applicable taxing authority,
in accordance with Treas. Reg. Section 1.409A-3(i)(1)(v) or any successor thereto.
Furthermore, any amounts that the Executive becomes entitled to receive in respect of
costs and expenses incurred in connection with a contest relating to this Subsection
8(i) shall be paid to the Executive as soon as practicable after the applicable cost
or expense is incurred, but in any event not later than the later of (i) the last day
of the calendar year after the calendar year in which the Executive remits the
underlying taxes to the applicable taxing authority and (ii) the last day of the
calendar year after the calendar year in which the applicable contest is concluded, in
accordance with Treas. Reg. Section 1.409A-3(i)(1)(v) or any successor thereto.”
	 
	 	7.	 	The following new Section 17 is hereby added to the Agreement:






               “17. Section 409A of the Code. The provisions of this Section 17
shall apply notwithstanding any provision in this Agreement to the contrary.




	 	  (a)	 	Intent to Comply with Section 409A.
It is intended that the provisions of this Agreement comply with
Section 409A,




 








 






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	 	 	 	and all provisions of this Agreement shall be construed and
interpreted in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A.






	 	(b)	 	Six-Month Delay of Certain
Payments. If, at the time of the Executive’s separation from
service (within the meaning of Section 409A), (i) the Executive shall
be a specified employee (within the meaning of Section 409A and using
the identification methodology selected by the Company from time to
time) and (ii) the Company shall make a good faith determination that
an amount payable under this Agreement or any other plan, policy,
arrangement or agreement of or with the Company or any affiliate
thereof (this Agreement and such other plans, policies, arrangements
and agreements, the “Company Plans”) constitutes deferred
compensation (within the meaning of Section 409A) the payment of
which is required to be delayed pursuant to the six-month delay rule
set forth in Section 409A in order to avoid taxes or penalties under
Section 409A, then the Company (or an affiliate, as applicable) shall
not pay any such amount on the otherwise scheduled payment date but
shall instead accumulate such amount and pay it, without interest, on
the first day of the seventh month following such separation from
service.”






	 	8.	 	Except as set forth herein, all other terms and conditions of the Agreement
shall remain in full force and effect.




IN WITNESS WHEREOF, the undersigned have executed this amendment as of December 23, 2008.




	 	 	 	 	 
	 	Affiliated Computer Services, Inc.

 	 
	 	By:  	/s/ Lynn Blodgett
 	 
	 	 	 	 
	 	 	 	 
	 
	 	Darwin Deason

 	 
	 	/s/ Darwin Deason