Form Of Change In Control Retention Agreement

FORM OF CHANGE IN CONTROL EXECUTIVE RETENTION
AGREEMENT FOR SENIOR EXECUTIVES


Date


NameTitle Address c/o American Management Systems, Incorporated 4050 Legato Road Fairfax, Virginia 22033


Re: Change in Control Retention Agreement


Dear Name:


The Compensation Committee of the Board of Directors of American Management Systems, Incorporated (the "Corporation") has concluded that it is in the best interest of the Corporation to ensure that, during any period of uncertainty preceding and after a change in control of the Corporation, key personnel of the Corporation not be distracted or encouraged to seek other employment because of concerns over employment security following the change in control. The Compensation Committee has concluded that the best way to achieve this goal is to provide for the payment of severance benefits to key personnel whose employment terminates under certain circumstances following an actual change in control of the Corporation.


The Corporation has identified you as among the key personnel of the Corporation whose services it is in the best interest of the Corporation to retain during the period surrounding a change in control. Therefore, the Corporation is pleased to offer severance benefits to you on the terms set forth below:


AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
CHANGE IN CONTROL EXECUTIVE RETENTION AGREEMENT


ARTICLE I: DEFINITIONS


The following capitalized words and phrases as used in this Agreement shall have the following meanings, unless a different meaning is clearly required by the context:


1.1 AGREEMENT. The American Management Systems, Incorporated Change in Control Executive Retention Agreement, as set forth in this document and as amended from time to time.


1.2 BOARD. The Board of Directors of the Corporation.


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NameTitle Address Page 2
1.3 CHANGE IN CONTROL. The first of the following events to occur:


(a) Any person or group (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Act")), other than the Corporation or a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Act), directly or indirectly, of securities representing 50 percent or more of the combined voting power of the Corporation's then-outstanding securities entitled generally to vote for the election of directors;


(b) The Corporation's stockholders approve an agreement to merge or consolidate with another corporation (other than a majority-controlled subsidiary of the Corporation) unless the Corporation's stockholders immediately before the merger or consolidation are to own more than two-thirds (66-2/3 percent) of the combined voting power of the resulting entity's voting securities entitled generally to vote for the election of directors;


(c) The Corporation's stockholders approve an agreement (including, without limitation, an agreement of liquidation) to sell or otherwise dispose of all or substantially all of the business or assets of the Corporation; or


(d) During any period of two (2) consecutive years, individuals who, at the beginning of the period, constituted the Board cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Corporation's stockholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.


However, no Change in Control shall be deemed to have occurred by reason of (i) any event involving a transaction in which you or a group of persons or entities with whom or with which you act in concert, acquires, directly or indirectly, 50 percent or more of the combined voting power of the Corporation's then-outstanding voting securities or the business or assets of the Corporation; or (ii) any event involving or arising out of a proceeding under Title 11 of the United States Code or the provisions of any future United States bankruptcy law, an assignment for the benefit of creditors or an insolvency proceeding under state or local.


1.4 COMPENSATION. The sum of the following: (a) your base salary in effect immediately before the Change of Control, plus (b) two shares of incentive compensation, each such share being calculated by multiplying (i) your target percentage in your incentive compensation plan as in effect immediately before the Change of Control, by (ii) your base salary in effect immediately before the Change of Control.


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1.5 CORPORATION. American Management Systems, Incorporated, a corporation organized under the laws of the State of Delaware.


1.6 GOOD REASON. Any of the following occurring on or after a Change in Control:


(a) a significant reduction in the nature or scope of your authority or the duties that you perform;


(b) a reduction in your annual base salary and/or incentive compensation target percentage;


(c) a significant reduction in your employee benefits as a whole or the number of your incentive compensation shares, or a significant increase in your incentive compensation goals (other than a change made as part of a program or plan modification that applies generally to you and the other persons then party to agreements identical to this Agreement);


(d) a change of more than 25 miles in your principal place of employment (not including business travel); or


(e) a determination by the Board that you are unable to exercise your authority or perform your duties as a result of a Change in Control.


1.7 GROSS MISCONDUCT. Any of the following:


(a) theft, dishonesty, or falsification of any employment or Corporation records;


(b) improper disclosure of the Corporation's confidential or proprietary information;


(c) any action that has a material detrimental effect on the Corporation's financial condition or position, reputation or business;


(d) conviction of any criminal act that impairs your ability to perform your duties for the Corporation; or


(e) willful and material breach by you of your duties and responsibilities, which breach is committed in bad faith or without reasonable belief that such breaching conduct is in the best interests of ...