exv10w3






Exhibit 10.3




First Amendment to the

Amended and Restated

Executive Employment Agreement

by and between

Affiliated Computer Services, Inc. and Lynn Blodgett




     This First Amendment (“Amendment”) to the Amended and Restated Executive Employment
Agreement, dated May 1, 2008 (“Employment Agreement”) is entered into by and between
Affiliated Computer Services, Inc. (the “Company”) and Lynn Blodgett (the
“Executive”).



     WHEREAS, the Executive and the Company entered into the Employment Agreement to provide for
the terms by which the Company would continue to employ Executive as the Chief Executive Officer,
and Executive desires to continue to be employed by the Company in said capacity; and



     WHEREAS, the Company and the Executive wish to ensure that the Employment Agreement continues
to comply with the Internal Revenue Code of 1986, as amended (the “Code”) and all
applicable state and federal laws, and specifically the Company and Executive intend to amend the
Employment Agreement to ensure continued compliance with Code Section 409A;



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the Company and the Executive agree as follows:



     1. Amendment to Section 5(c). Section 5(c) of the Employment
Agreement is deleted and replaced in its entirety with the following:




“(c) Executive may terminate the Term and Executive’s employment hereunder for “Good
Reason” (as defined below), after providing thirty (30) days written notice to the Company,
which identifies the existence of the condition constituting “Good Reason” for Executive’s
termination. Upon receipt of such notice, Company shall have thirty (30) days to cure the
matters upon which the Executive’s Good Reason is based. In the event Company fails to
remedy the condition, Executive may terminate the Employment Agreement for Good Reason.
Upon termination of the Term and Executive’s employment hereunder by Executive for Good
Reason, the Company shall pay Executive: (1) his Accrued Compensation, to be paid as soon
as reasonably practicable following such termination; and (2) subject to Section 7, the
Severance Payment, to be paid out in a single lump sum within fifty (50) days of the date
of termination.”



     2. Amendment to Section 5(g). The first sentence of Section 5(g) of
the Employment Agreement is deleted and replaced in its entirety with the following:




“Upon termination of the Term and Executive’s employment hereunder pursuant to Sections
5(a), (c) or (e), the Company shall pay the monthly premium cost on behalf of Executive as
such monthly premium costs become due for continuation coverage under COBRA (hereinafter
referred to as the “Termination COBRA Payments”) during the Continuation Period (as
hereafter defined).”



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     3. Amendment to Section 5(k)(v). Section 5(k)(v) of the Employment
Agreement is deleted and replaced in its entirety with the following:



     ““Good Reason” means any of the following reasons:




	 	(a)	 	Executive’s removal from his position as Chief Executive
Officer other than due to a termination of the Term and Executive’s employment
hereunder pursuant to Section 5(a), (b), (d), (e) or (f) of this Employment
Agreement; or
	 
	 	(b)	 	The Company fails to make any material payments to Executive
required to be made under the terms of this Employment Agreement.”





     4. Amendment to Section 10. Section 10 of the Employment Agreement is amended
by inserting the bolded language in the first phrase of the provision and as set forth below to
incorporate this Amendment into the entire Agreement, as follows:




“ This Agreement, including this Amendment, sets forth the entire agreement between the
parties hereto and fully supersedes any and all prior agreements or understandings,
written or oral, between the parties hereto pertaining to the subject matter hereof.”




5. Amendment to Section 28(a). Section 28 (a) of the Employment
Agreement is amended by deleting the final phrase of the subsection and replacing it with the
following:




“. . . provided, that such Parachute Tax Reimbursement shall in no event be paid later
than the end of the calendar year following the calendar year in which such taxes are
remitted.”


Except as amended herein, the undersigned parties hereby ratify and reconfirm the Employment
Agreement. To facilitate execution, this Amendment may be executed in as many counterparts as may
be convenient or required, and a counterpart hereof executed and delivered by facsimile or
electronic mail transmittal shall have the same effect as an original executed counterpart hereof.
It shall not be necessary that the signature of all persons appear on each counterpart. All
counterparts shall collectively constitute a single instrument. It shall not be necessary in
making proof of this Amendment to produce or account for more than a single counterpart containing
the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to
any counterpart may be detached from such counterpart without impairing the legal effect of the
signatures thereon and thereafter attached to another counterpart identical thereto except having
attached to it additional signature pages.




[Signature Page Follows]




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     The parties have executed this Amendment to be effective as of the last date signified below.



	 	 	 	 	 
	 	AFFILIATED COMPUTER SERVICES, INC.

 	 
	Date:                                         	By:  	/s/ Darwin Deason
 	 
	 	 	Darwin Deason, Chairman of the Board 	 
	 	 	 	 
	 	EXECUTIVE

 	 
	Date:                                         	 	/s/ Lynn Blodgett
 	 
	 	 	Lynn Blodgett 	 
	 	 	 
	 



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