American Management Systems, Incorporated Change In Control Agreement

Exhibit 10.12

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED CHANGE IN CONTROL 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 Agreement, as set forth in this document and as amended from time to time.

1.2 Board . The Board of Directors of AMS.

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

(b) AMS's stockholders approve an agreement to merge or consolidate with another corporation (other than a majority-controlled subsidiary of AMS) unless AMS'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) AMS's stockholders approve an agreement (including, without limitation, an agreement of liquidation) to sell or otherwise dispose of all (100 percent) of the business or assets of AMS; or


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(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 AMS'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 (either by a specific vote or by approval of the proxy statement of AMS in which such person is named as a nominee for director, without objection to such nomination).

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, acquire(s), directly or indirectly, 50 percent or more of the combined voting power of AMS's then-outstanding voting securities or the business or assets of AMS; 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 law.

This Agreement, once triggered by a Change in Control event, shall apply with respect to that Change in Control event only and not with respect to any later Change in Control event.

1.4 Compensation . The sum of your annual base salary plus your target annual bonus in effect either a) immediately before the Change in Control, or b) on your Termination date, whichever is greater.

1.5 AMS . American Management Systems, Incorporated, a corporation organized under the laws of the State of Delaware, and any successor by merger or consolidation with another corporation in which AMS'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.

1.6 Successor. The entity or entities that succeed, directly or indirectly, to the business of AMS, whether through one or more mergers, consolidations, transfers of assets, reorganizations, asset sales, liquidations, dissolutions or other similar transactions.

1.7 Employer. Includes both AMS and its Successor(s).

1.8 Effective Date. This Agreement shall be effective as of October 1, 2003.

1.9 Good Reason . Any of the following occurring on or after a Change in Control:


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(a) an involuntary and significant reduction in the nature or scope of your authority or the duties that you perform (this does not include being given new authority or assigned new duties that are substantially comparable to your previous authority and duties);

(b) a significant reduction in your annual base salary and/or target annual bonus percentage (except as part of a general reduction that applies to other similarly-situated employees); or

(c) a significant reduction in your employee benefits as a whole (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).

The foregoing notwithstanding, Good Reason shall not be considered to exist unless you give the Employer written notice setting forth in reasonable detail the facts and circumstances constituting Good Reason within 30 days after you learn of the circumstances. The Employer shall have 15 days after receipt of that notice and before the effective date of your resignation to rectify those circumstances. If the Employer timely rectifies the circumstances, Good Reason shall not exist based on those circumstances and your resignation shall be deemed withdrawn.

1.10 Cause . Any of the following:

(a) Conviction of, or the entry of a plea of guilty or nolo contendere to, 1) any felony, or 2) any misdemeanor involving moral turpitude;

(b) Fraud, misappropriation or embezzlement;

(c) Willful failure, gross negligence or gross misconduct, including, but not limited to, gross insubordination, in the performance of your assigned duties for the Employer;

(d) Breach of a fiduciary duty to the Employer; or

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