Exhibit 10.1
AMENDMENT NO. 1 TO
SEVERANCE AGREEMENT
This Amendment No. 1 to
Severance Agreement, dated as of the 2 nd day of
February, 2005 (this “Amendment”), is entered into by
and between Affiliated Computer Services, Inc., a Delaware
corporation (“Company”) and [Name], [Title] of the
Company (“Executive”). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them
in the Severance Agreement (defined below).
RECITALS:
WHEREAS, Company and Executive
previously entered into that Severance Agreement on March 1,
2004 (the “Severance Agreement”) providing for certain
protections in the event of a Change of Control of the Company.
WHEREAS, the American Jobs Creation
Act of 2004 (Pub. Law No. 108-357, 118 Stat. 1418) was signed
into law on October 22, 2004 (the “AJCA”);
Section 885 of the AJCA creates new Section 409A of the
Internal Revenue Code the (“Code”) which provides rules
related to nonqualified deferred compensation.
WHEREAS, the Company and Executive
desire to amend certain provisions of the Severance Agreement to
comply with the newly enacted Section 409A of the Code.
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