exhibit10-1_121207.htm


    EXHIBIT
      10.1

    


    COMPUTER
      SCIENCES CORPORATION

    SENIOR
      MANAGEMENT AND KEY EMPLOYEE

    SEVERANCE
      AGREEMENT

     

    This
      SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this "Agreement"),
      dated
      as of August 11, 2003 is made and entered into by and between Computer Sciences
      Corporation, a Nevada corporation (the "Company"), and the executive of the
      Company executing this Agreement (the "Executive").

     

    RECITALS

     

    This
      Agreement is being entered into in accordance with the Severance Plan attached
      hereto as Annex 1 (the "Plan") in order to set forth the specific severance
      compensation which the Company agrees that it will pay to the Executive if
      the
      Executive’s employment with the Company terminates under certain circumstances
      described in the Plan.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the continued service of the Executive as an
      employee of the Company, the mutual covenants and agreements contained in this
      Agreement, and for other good and valuable consideration, the receipt of which
      is hereby acknowledged, the parties hereto agree as follows:

     

    1.  
       Agreement to Provide Plan Benefits.  The Plan (as it may
      hereafter be amended or modified in accordance with the terms thereof) is hereby
      incorporated into this Agreement in full and made a part hereof as though set
      forth in full in this Agreement.  The Executive is hereby designated a
      member of Group B under the Plan and shall be entitled to all of the rights
      and
      benefits applicable to employees of the Company in such Group under the
      Plan.  The Company agrees to be bound by the Plan and to provide to
      the Executive all of the benefits provided to employees of the Company who
      are
      members of Group B under the Plan subject to the terms and conditions of the
      Plan.  Terms not otherwise defined in this Agreement shall have the
      meanings set forth in the Plan.  

     

    2. 
        Heirs and Successors.

     

    (a)   
      Successors of the Company.  The Company will require any
      successor or assign (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business and/or
      assets of the Company to assume and agree to perform this Agreement in the
      same
      manner and to the same extent that the Company would be required to perform
      it
      if no such succession or assignment had taken place.  Failure of the
      Company to obtain such agreement prior to the effectiveness of any such
      succession transaction shall be a breach of this Agreement and shall entitle
      the
      Executive to terminate his or her employment with the Company within six months
      thereafter for Good Reason and to receive the benefits provided under the Plan
      in the event of termination for Good Reason following a Change of
      Control.  As used in this Agreement, "Company" shall mean the Company
      as defined above and any successor or assign to its business and/or assets
      as
      aforesaid which executes and delivers the agreement provided for in this Section
      2 or which otherwise becomes bound by all the terms and provisions of this
      Agreement by operation of law.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)   
      Heirs of the Executive.  This Agreement shall inure to the
      benefit of and be enforceable by the Executive's personal and legal
      representatives, executors, administrators, successors, heirs, distributees,
      devises and legatees.  If the Executive should die after the
      conditions to payment of benefits set forth in Section 5 of the Plan have been
      met and any amounts are still payable to him hereunder, all such amounts, unless
      otherwise provided herein, shall be paid in accordance with the terms of this
      Agreement to the Executive's beneficiary, successor, devisee, legatee or other
      designee or, if there be no such designee, to the Executive's
      estate.  Until a contrary designation is made to the Company, the
      Executive hereby designates as his beneficiary under this Agreement the person
      whose name appears below his signature on page 3 of this Agreement.

     

    3.   
      Notice.  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, 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 the Designated Employee 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.

     

    4.   
      Miscellaneous.  No provisions of this Agreement or the Plan may
      be modified, waived or discharged unless such waiver, modification or discharge
      is agreed to in writing signed by the Designated Employee and the Company,
      except as provided in Section 9(a) of the Plan.  No waiver by any
      party hereto of, or compliance with, any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time.  No agreements or representations, oral or otherwise,
      express or implied, with respect to the subject matter hereof have been made
      by
      either party which are not set forth expressly in this Agreement.

     

    5.   
      Validity.  The invalidity or
      unenforceability of any provisions of this Agreement shall not affect the
      validity or enforceability of any other provision of this Agreement, which
      shall
      remain in full force and effect.

     

    6.   
      Counterparts.  This Agreement may be executed in one or more
      counterparts, each of which shall be deemed to be an original but all of which
      together will constitute one and the same instrument.

     

    7.   
      Gender.  In this Agreement (unless the context requires
      otherwise), use of' any masculine term shall include the feminine.

     

    8.   
      Rescission.  The Company agrees that this Agreement and the
      right to receive payments pursuant to the Plan and this Agreement may be
      rescinded at any time by the Executive giving written notice to such effect
      to
      the Company in accordance with Section 3 above.

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    


    
      	
              COMPUTER
                SCIENCES CORPORATION

            	 	
                      EXECUTIVE

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	
                /s/
                Van B. Honeycutt

            	 	
                /s/
                Michael W. Laphen

            
	 	
                      Van
                B. Honeycutt

            	 	
                      (Signature)

            
	 	 	 	 
	 	 	 	 
	 	 	 	
                      Michael
                W. Laphen

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
                      (Address
                for Notice)

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
                      (Designated
                Beneficiary)

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
                      (Address
                for Beneficiary)

            


    

    



    
      
         

      

      
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