Retirement Agreement dated May 21, 2007 by and between the Registrant and Van
      B. Honeycutt


    EXHIBIT
      10.1

     

    


     

    RETIREMENT
      AGREEMENT

     

    This
      Retirement Agreement (this “Agreement”) is made and entered into as of the 21st
      day of May, 2007, by and between Computer Sciences Corporation (the “Company”),
      and Van B. Honeycutt (“Executive”). 

     

    WHEREAS,
      Executive and the Company are parties to that certain Employment Agreement,
      dated as of May 1, 1999, as amended (the “Employment Agreement”);
      and

     

    WHEREAS,
      Executive and the Company mutually desire, neither party being under any
      compulsion or obligation to enter into this Agreement, to provide for
      Executive’s retirement from service with Company on the terms and conditions set
      forth herein;

     

    NOW,
      THEREFORE, in consideration of the mutual promises and agreements herein, it
      is
      hereby agreed as follows:

     

    1.  Retirement.
      Effective as of May 21, 2007, Executive hereby resigns from his position as
      Chief Executive Officer of the Company and from all of his positions as a
      director, officer or employee with any of the Company’s subsidiaries and
      affiliates; provided, however, that Executive shall continue to serve in his
      current position as an employee of the Company and as a member and Chairman
      of
      the Company’s Board of Directors (the “Board”) until July 30, 2007 (the
“Retirement Date”). Effective as of July 30, 2007, Executive hereby resigns from
      his position as an employee of the Company and as a member and Chairman of
      the
      Board. 

     

    2.  Consulting
      Term.
      Commencing July 31, 2007 and continuing until July 30, 2008 (the “Consulting
      Term”), Executive shall serve as a consultant to the Company and render those
      services reasonably
      requested by the Company’s Chief Executive Officer or the Board on an as-needed
      basis.

     

    3.  Final
      Wages; Vacation Pay; Expense Reimbursement.
      In
      connection with Executive’s retirement from employment with the Company, the
      Company shall provide Executive with the following:

     

    (a)  a
      lump
      sum cash payment in an amount equal to any salary earned, but unpaid, through
      and including the Retirement Date, payable as soon as practicable following
      the
      Retirement Date; 

     

    (b)  a
      lump
      sum cash payment in an amount equal to the annual bonus earned by Executive
      under the FY2007 Annual Management Incentive Plan 1 (determined in accordance
      with the terms of such plan), payable at the time annual bonuses are paid under
      the plan to other Company executives;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)  a
      lump
      sum cash payment in an amount equal to the value of Executive’s accrued and
      unused vacation time and other paid time off as of the Retirement Date, payable
      as soon as practicable following the Retirement Date;

     

    (d)  all
      accrued, vested and unpaid benefits under any of the following: the Computer
      Sciences Corporation Supplemental Executive Retirement Plan (the “SERP”), the
      Computer Sciences Corporation Deferred Compensation Plan, the Computer Sciences
      Corporation Employee Pension Plan and any other tax-qualified retirement plan
      in
      which Executive participates, payable, in each case, in accordance with the
      applicable terms and conditions of such plans; and

     

    (e)  reimbursement
      for any properly incurred business expenses pursuant to the Company’s expense
      reimbursement policy.

     

    4.  Separation
      Benefits.
      (a)
      Pursuant to the terms and conditions of the Employment Agreement, the Company
      has agreed to provide Executive with the following separation benefits, in
      each
      case, so long as Executive executes this Agreement and does not exercise his
      right to revoke this Agreement pursuant to the terms of Section 15
      hereof:

     

    (i) A
      lump
      sum cash payment in the amount of $11,161,256, payable on January 31,
      2008.

     

    (ii) Continued
      coverage under the Company’s life insurance plan, or substantially equivalent
      coverage through other sources, until December
      3,
      2009,
      with the full after-tax cost of such coverage to be borne by the
      Company.

     

    (iii) Continued
      coverage under the Company’s medical plans (including participation by
      Executive’s covered dependents) until December 3, 2009, with the full after-tax
      cost of such coverage to be borne by the Company.

     

    (b) In
      addition, the Company has agreed to provide Executive with the following
      additional separation benefits, in each case, so long as Executive executes
      this
      Agreement and does not exercise his right to revoke this Agreement pursuant
      to
      the terms of Section 15 hereof:

    


    (i) Continuation
      of the security services currently provided to Executive until December 3,
      2009,
      with the full after-tax cost of such services to be borne by the
      Company.

     

    (ii) Use
      of
      office space and continued information technology support, secretarial support,
      and telephone service until December 3, 2009.

     

    5.  Treatment
      Of Equity Awards.
      Pursuant to the terms and conditions governing Executive’s outstanding stock
      option, restricted stock and restricted stock unit awards (collectively, the
      “Equity Awards”), effective immediately prior to Executive’s resignation from
      employment with the Company, Executive shall become immediately and fully vested
      with respect to all of the Equity Awards. In addition, pursuant to the terms
      and
      conditions governing Executive’s outstanding stock options, and subject to his
      continued compliance with such terms and conditions, each of Executive’s
      outstanding stock options shall remain exercisable until the earlier of the
      option’s stated expiration date or July 30, 2012.

     

    
      
         

      

      
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    6.  Compensation
      During Consulting Term.
      During
      the Consulting Term, as
      full
      compensation for any consulting services provided by Executive to the Company,
      Executive shall be paid a consulting fee, payable in accordance with the
      Company’s regular payroll schedule, at a rate of $500,000 per year. In addition,
the
      Company shall reimburse Executive for any costs or expenses reasonably incurred
      in connection with the services provided by Executive to the Company during
      the
      Consulting Term.

     

    7.  No
      Other Compensation.
      Executive agrees and acknowledges that he is and will not be entitled to any
      compensation and/or benefits from the Company in respect of his services as
      an
      employee and/or consultant, or the termination thereof, other than those items
      specifically provided for under Sections 3-6 of this Agreement.

     

    8.  Cooperation.
      Executive shall provide Executive’s reasonable cooperation in connection with
      any action or proceeding (or any appeal from any action or proceeding) which
      relates to events occurring during Executive’s employment with the Company;
      provided that the
      Company reimburses Executive for any costs or expenses reasonably incurred
      in
      connection with such cooperation.
      The
      Company agrees to continue to assist Executive with the filing of any reports
      required under Section 16(a) of the Securities Exchange Act of 1934, as amended.
      The Company further agrees to provide Executive access to documents he might
      reasonably need in connection with his involvement in any litigation or
      investigation arising out of events occurring during his employment with the
      Company.

     

    9.  Directors’
      and Officers’ Liability Insurance.
      For a
      period of six years following the Retirement Date, the Company shall provide
      Executive with continued coverage under the Company’s Directors’ and Officers’
liability insurance policy. The Company agrees that nothing herein shall limit
      any right Executive may have to indemnification from the Company.

     

    10.  Confidential
      Information and Trade Secrets.

     

    (a)  Executive
      acknowledges that the term “Confidential Information” as used in this Agreement
      means all items, materials and information (whether or not reduced to writing
      and whether or not patentable or copyrightable) which belong to the Company
      or
      which the Company’s suppliers or customers or clients have communicated to the
      Company in the course of the Company’s business, and which reflect, consist of
      or refer to:

     

    (i)  information
      technology; methods and processes; designs and formulations; the content or
      composition of goods or services; techniques; business strategies or operations;
      formulas; compilations of data or reports; plans; tools or equipment;
      inventions; know-how; technical disclosures, patent applications, blueprints
      or
      specifications; financial, marketing, sales, personnel or salary information;
      forms, legal documents or memoranda; software, computer programs or databases;
      any documents prepared by or on behalf of the Company or Company suppliers,
      customers or clients; 

     

    (ii)  information
      compiled, collected or developed by the Company reflecting the identities of
      those customers and clients of the Company which are not generally known outside
      the Company or whose relationship with the Company as a customer or client
      is
      not generally known outside the Company; characteristics of any customers or
      clients of the Company or of customer or client representatives, including
      without limitation product or service preferences or requirements, cost or
      price
      information for goods or services offered or sold, credit terms or credit
      performance, actual or likely order cycles, the nature of goods delivered or
      services performed, or research or development plans or activities;

     

    
      
         

      

      
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    (iii)  information
      compiled, collected, or developed by the Company reflecting identities of any
      suppliers of the Company which are not generally known outside the Company
      or
      whose relationship with the Company as a supplier is not generally known outside
      the Company; characteristics of any supplier of the Company, or supplier
      representatives, including without limitation cost or price information for
      goods or services offered or purchased, audit terms, the nature of goods
      delivered or service performed, product or service quality and reliability,
      delivery terms, or research or development plans or activities;

     

    (iv)  prices,
      fees, discounts, selling techniques or distribution methods used by the Company;
      or

     

    (v)  any
      other
      confidential or proprietary information obtained directly or indirectly while
      employed by or serving as a consultant to the Company.

     

    (b)  Executive
      acknowledges that the term “Trade Secret” as used in this Agreement means the
      whole or any portion or phrase of any scientific or technical or business
      information, including, but not limited to, any design, process, procedure
      or
      system, formula, improvement, or invention that (i) derives independent
      economic value, actual or potential, from not being generally known to the
      public or to other persons who can obtain economic value from its disclosure
      or
      use, and (ii) is the subject of the Company’s reasonable efforts to
      maintain its secrecy. In addition to information belonging to the Company,
      information furnished to the Company by other parties can be a Trade
      Secret.

     

    (c)  The
      term
“Confidential Information” includes information which may also be a Trade
      Secret, but does not include anything described above which is now generally
      known by parties other than the Company, its affiliates and employees, or
      becomes generally known, through no breach of this Section 9 on the part of
      Executive.

     

    (d)  Executive
      acknowledges that Confidential Information is and remains confidential
      regardless of whether or not any Company report or form or other document
      contains any statement regarding confidentiality.

     

    (e)  Executive
      agrees to hold all Confidential Information in confidence and to not use
      directly or indirectly, for Executive’s own benefit or the benefit of any other
      party, corporate or otherwise, or publish or cause to be published or otherwise
      disclose to anyone other than the Company or its designee, any Confidential
      Information or Trade Secrets except as compelled by law. 

     

    (f)  On
      the
      Retirement Date, Executive will surrender to the Company any and all documents,
      including without limitation computer memory, reports and forms containing
      Confidential Information and any and all other business records, prototypes
      and
      materials which Executive may have created or received from the Company during
      Executive’s employment, or which pertain to the Company’s business, and all
      copies thereof, which are in Executive’s possession or control at the time of
      the demand or the termination of Executive’s employment, however made or
      obtained, except to the extent such materials are reasonably necessary for
      Executive’s performance of the consulting services during the Consulting Term
      (in which case all such materials will be surrendered to the Company on the
      date
      the Consulting Term ends). Notwithstanding anything in this Section 10(f) to
      the
      contrary, Executive shall be entitled to retain his Company-provided computer;
      provided that the Company verifies the removal from the computer of all
      Confidential Information and other items described in this Section
      10(f).

     

    
      
         

      

      
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    11.  No
      Solicitation.
      For a
      period of two years immediately following the Retirement Date, Executive agrees
      to honor the following representations: (a) Executive shall not induce, or
      aid others to induce, any Company employee to terminate his or her employment
      or
      do anything which violates any oral or written employment agreement he or she
      may have with the Company, (b) in recognition of the status of information
      regarding compensation and other personnel information of Company employees
      as
      Confidential Information, Executive shall not solicit or aid others to solicit
      Company employees for, or offer to them, competitive employment, and
      (c) Executive agrees not to interfere with the business of the Company in
      any manner including, without limitation, inducing any consultant or independent
      contractor or customer or client of the Company to sever or diminish that
      person’s or entity’s relationship with the Company. 

     

    12.  Mediation;
      Arbitration.

     

    (a)  In
      the
      event of any dispute between the parties concerning the validity,
      interpretation, enforcement or breach of this Agreement or in any way related
      to
      Executive’s employment or any termination of such employment (including any
      claims involving any officers, managers, directors, employees, shareholders
      or
      agents of the Company) excepting only any rights the parties may have to seek
      injunctive relief, the parties hereto agree to first attempt to resolve such
      dispute through mediation; provided, however, that before any such mediation
      regarding a breach of this Agreement, the complaining party shall give the
      other
      party notice of such alleged breach and a reasonable opportunity to cure. In
      the
      event that any such dispute cannot be resolved through mediation, the dispute
      shall be resolved by final and binding arbitration administered by
      JAMS/Endispute in Los Angeles, California in accordance with the then existing
      JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In
      the
      event of such an arbitration proceeding, the parties shall select a mutually
      acceptable neutral arbitrator from among the JAMS/Endispute panel of
      arbitrators. In the event the parties cannot agree on an arbitrator, the
      Administrator of JAMS/Endispute shall appoint an arbitrator. Neither party
      nor
      the arbitrator shall disclose the existence, content, or results of any
      arbitration hereunder without the prior written consent of all parties, except
      as may be compelled by court order. Except as provided herein, the California
      Arbitration Act shall govern the interpretation and enforcement of such
      arbitration and all proceedings. The arbitrator shall apply the substantive
      law
      (and the law of remedies, if applicable) of the state of California, or Federal
      law, or both, as applicable and the arbitrator is without jurisdiction to apply
      any different substantive law. The arbitrator shall have the authority to
      entertain a motion to dismiss and/or a motion for summary judgment by any party
      and shall apply the standards governing such motions under the Federal Rules
      of
      Civil Procedure. The arbitrator shall render an award and a written, reasoned
      opinion in support thereof. Judgment upon the award may be entered in any court
      having jurisdiction thereof. The parties intend this arbitration provision
      to be
      valid, enforceable, irrevocable and construed as broadly as possible. Pending
      the resolution of any dispute between the parties, the Company shall continue
      prompt payment of all amounts due to Executive under this Agreement and prompt
      provision of all benefits to which Executive is otherwise entitled.

     

    
      
         

      

      
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    (b)  Costs
      of
      arbitration shall be borne by the Company. Reasonable attorney fees and costs
      and the reasonable fees and costs of any experts incurred by Executive shall
      be
      borne and paid by the Company if Executive prevails on any portion of his
      claims. Such fees and costs incurred by Executive shall be paid by the Company
      in advance of the final disposition of such claims, as such fees are incurred,
      upon receipt of an undertaking by Executive to repay such amounts net of any
      income taxes paid or payable by Executive with respect to such amounts, if
      it is
      ultimately determined that he did not prevail on any portion of his claims.
      

     

    (c)  Notwithstanding
      the foregoing provisions of this Section 12, Executive and the Company agree
      that Executive or the Company may seek and obtain otherwise available injunctive
      relief in Court for any violation of obligations concerning confidential
      information or trade secrets that cannot adequately be remedied at law or in
      arbitration.

     

    13.  Acknowledgment
      Of Consideration.
      Executive acknowledges the receipt of significant retirement benefits set forth
      herein as consideration for entering into this Agreement.

     

    14.  General
      Release Of Claims.
      

     

    (a)  Executive
      hereby irrevocably, fully and finally releases the Company, its parent,
      subsidiaries, affiliates, directors, officers, agents and employees
      (“Releasees”) from all causes of action, claims, suits, demands or other
      obligations or liabilities, whether known or unknown, suspected or unsuspected,
      that Executive ever had or now has as of the time that Executive signs this
      Agreement which relate to his hiring, his employment with the Company, the
      termination of his employment with the Company and claims asserted in
      shareholder derivative actions or shareholder class actions against the Company
      and its officers and Board, to the extent those derivative or class actions
      relate to the period during which Executive was employed by the Company. The
      claims released include, but are not limited to, any claims arising from or
      related to Executive’s employment with the Company, such as claims arising under
      (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act
      of
      1991, the Age Discrimination in Employment Act of 1974, the Americans with
      Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the
      California Fair Employment and Housing Act, the California Labor Code, the
      Employee Retirement Income and Security Act of 1974 (except for any vested
      right
      Executive has to benefits under an ERISA plan), the state and federal Worker
      Adjustment and Retraining Notification Act, and the California Business and
      Professions Code; any other local, state, federal, or foreign law governing
      employment; and the common law of contract and tort. In no event, however,
      shall
      any claims, causes of action, suits, demands or other obligations or liabilities
      be released pursuant to the foregoing if and to the extent they relate to:
      

     

    (i)  any
      amounts or benefits to which Executive is or becomes entitled to pursuant to
      the
      provisions of this Agreement; 

     

    
      
         

      

      
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    (ii)  claims
      for workers’ compensation benefits under any of the Company’s workers’
compensation insurance policies or funds; 

     

    (iii)  claims
      related to Executive’s COBRA rights; and

     

    (iv)  claims
      for indemnification to which Executive is or may become entitled. 

     

    (b)  Executive
      represents and warrants that he has not filed any claim, charge or complaint
      against any of the Releasees. 

     

    (c)  Executive
      acknowledges that the payments provided in this Agreement constitute adequate
      consideration for the release set forth in this Section 14. 

     

    (d)  Executive
      intends that this release of claims cover all claims, whether or not known
      to
      Executive. Executive further recognizes the risk that, subsequent to the
      execution of this Agreement, Executive may incur loss, damage or injury which
      Executive attributes to the claims encompassed by this release. Executive
      expressly assumes this risk by signing this Agreement and voluntarily and
      specifically waives any rights conferred by California Civil Code section 1542
      which provides as follows: 

     

    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his or her favor which if known by him or her must have materially
      affected his or her settlement with the debtor. 

     

    (e)  Executive
      represents and warrants that there has been no assignment or other transfer
      of
      any interest in any claim by Executive that is covered by this release.


     

    15.  Review
      Of Agreement; Revocation Of Acceptance.
      Executive has been given at least 21 days in which to review and consider this
      Agreement, although Executive is free to accept this Agreement anytime within
      that 21-day period. Executive is advised to consult with an attorney about
      the
      Agreement. If Executive accepts this Agreement, Executive will have an
      additional 7 days from the date that Executive signs this Agreement to revoke
      that acceptance, which Executive may effect by means of a written notice sent
      to
      the General Counsel of the Company at the Company’s corporate headquarters. If
      this 7-day period expires without a timely revocation, this Agreement will
      become final and effective on the eighth day following the date of Executive’s
      signature, which eighth day will be the “Effective Date” of this
      Agreement.

     

    16.  No
      Admission Of Liability.
      Nothing
      in this Agreement will constitute or be construed in any way as an admission
      of
      any liability or wrongdoing whatsoever by the Company or Executive.


     

    17.  Integrated
      Agreement.
      This
      Agreement is intended by the parties to be a complete and final expression
      of
      their rights and duties respecting the subject matter of this Agreement and
      supersedes all prior agreements, written or oral, between them as to such
      subject matter, including the Employment Agreement.

     

    
      
         

      

      
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    18.  Taxes
      And Other Withholdings.
      Notwithstanding any other provision of this Agreement, the Company may withhold
      from amounts payable hereunder all federal, state, local and foreign taxes
      and
      other amounts that are required to be withheld by applicable laws or
      regulations, and the withholding of any amount shall be treated as payment
      thereof for purposes of determining whether Executive has been paid amounts
      to
      which he is entitled. 

     

    19.  Waiver.
      No
      party
      to this Agreement, by mere lapse of time, without giving notice or taking other
      action hereunder, shall be deemed to have waived any breach by any other party
      of any of the provisions of this Agreement. Further, the waiver by a party
      of a
      particular breach of this Agreement by another party shall neither be construed
      as, nor constitute, a continuing waiver of such breach or of other breaches
      of
      the same or any other provision of this Agreement.

     

    20.  Severability.
      If for
      any reason a court of competent jurisdiction or arbitrator finds any provision
      of this Agreement to be unenforceable, the provision shall be deemed amended
      as
      necessary to conform to applicable laws or regulations, or if it cannot be
      so
      amended without materially altering the intention of the parties, the remainder
      of the Agreement shall continue in full force and effect as if the offending
      provision were not contained therein.

     

    21.  Notices.
      For
      purposes of this Agreement, notices and all other communications provided for
      in
      the Agreement shall be in writing and shall be deemed to have been duly given
      when delivered or mailed by United States registered mail, return receipt
      requested, postage prepaid, or delivered by private courier, as follows: if
      to
      the Company -- Computer Sciences Corporation, 2100 East Grand Avenue, El
      Segundo, California 90245 Attention: Vice President, General Counsel and
      Secretary; and if to Executive at the address specified at the end of this
      Agreement. Notice may also be given at such other address as either party may
      have furnished to the other in writing in accordance herewith, except that
      notices of change of address shall be effective only upon receipt.

     

    22.  Agreement
      Voluntarily Entered Into.
      The
      parties to this Agreement represent and acknowledge that his/its decision to
      enter into this Agreement has been made voluntarily, knowingly, on the advice
      of
      counsel, and without coercion of any kind.

     

    23.  Counterparts.
      This
      Agreement may be executed in counterparts (including executed counterparts
      delivered and exchanged by facsimile transmission) each of which shall be deemed
      an original and all of which when taken together shall constitute one and the
      same instrument.

     

    24.  Amendments.
      This
      Agreement may be amended or modified from time to time only by a written
      instrument signed by all of the parties hereto.

     

    25.  Governing
      Law.
      This
      Agreement is governed by and shall be construed in accordance with the laws
      of
      the State of California, without it giving effect to its conflict or choice
      of
      law principles.

     

    26.  Binding
      Effect.
      This
      Agreement is binding on and inures to the benefit of the parties hereto and
      to
      their respective heirs, legal representatives, successors and permitted
      assigns.

     

    
      
         

      

      
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    27.  Breach.
      The
      parties hereto agree that neither party shall be permitted to rely on an
      immaterial breach of this Agreement to avoid such party’s obligations
      hereunder.

     

    


     

    


     

    


     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

     

    


    
      	
              VAN
                B. HONEYCUTT

            	
              COMPUTER
                SCIENCES CORPORATION

            
	
               

               

               

               /s/
                Van B.
                Honeycutt                                              
                                                         

            	
               

               

               

              By:  /s/
                Hayward D.
                Fisk                                                   
                                                    

              Its:
                Vice President

            


    

     

    


     

    
      
         

      

      
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