Exhibit
10.31
COMPUTER
SCIENCES CORPORATION
SENIOR
MANAGEMENT AND KEY EMPLOYEE
SEVERANCE
AGREEMENT
This SENIOR
MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this
“Agreement”), dated as of _______________ is made and
entered into by and between Computer Sciences Corporation, a Nevada
corporation (the “Company”), and _____________________
(the “Executive”).
R
E
C I T A L
S
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 cause the Executive’s employer, which is or is a
subsidiary of the Company (the “Employer”), to pay to
the Executive if the Executive’s employment with the Employer
terminates under certain circumstances described in the
Plan.
A
G
R E E M E N
T
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 Designated Employees in such
Group under the Plan, except as otherwise provided
herein. The Company agrees to be bound by the Plan and
to cause the Employer to provide to the Executive all of the
benefits provided to Designated Employees who are members of Group
B under the Plan subject to the terms and conditions of the Plan,
except as otherwise provided herein. 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 Employer 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 gi
