Affiliated Computer Services Inc Sample Contracts

Affiliated Computer Services Inc – ACS Announces Second Quarter Fiscal Year 2010 Results (January 21st, 2010)

ACS today announced second quarter fiscal year 2010 revenues of $1.66 billion, a 3% increase compared to the prior year quarter. Second quarter fiscal year 2010 adjusted non-generally accepted accounting principles (“GAAP”) diluted earnings per share was $1.07. Adjusted non-GAAP diluted earnings per share for the comparable prior year period was $0.85. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below.

Affiliated Computer Services Inc – AMENDMENT NO. 1 (December 14th, 2009)

AMENDMENT NO.1 (This “Amendment”) dated as of December 13, 2009 to the Agreement and Plan of Merger (the “Merger Agreement” or the “Agreement”) dated as of September 27, 2009, among XEROX CORPORATION, a New York corporation (“Parent”), BOULDER ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation (the “Company”).

Affiliated Computer Services Inc – IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE (December 14th, 2009)

WHEREAS, on September 28, 2009, Affiliated Computer Services, Inc. (“ACS”) announced that it had entered into a definitive agreement for Xerox Corporation (“Xerox”) to acquire ACS in a cash and stock transaction (the “Proposed Transaction”) that valued ACS at $6.4 billion as of September 25, 2009;

Affiliated Computer Services Inc – IN THE COUNTY COURT AT LAW NO. 3, DALLAS COUNTY, TEXAS (November 23rd, 2009)

City of St. Clair Shores Police and Fire Retirement System, Mark Levy, Steward Large Cap Enhanced Index Fund, Edward Delgato, York County Employees Retirement Board, John Rahe and International Union of Operating Engineers Local 825 Pension Fund (collectively, the “Texas Plaintiffs”), who are the plaintiffs in the action captioned City of St. Clair Shores Police and Fire Retirement System v. Affiliated Computer Services, Inc., No. CC-09-07377-C, in the County Court at Law No. 3, Dallas County, Texas and all actions consolidated therewith (the “Texas Action”), and New Orleans Employees’ Retirement System, Sheet Metal Workers Local 28, Federated Kaufman Fund, Federated Kaufman Growth Fund, Federated Kaufman Fund II and Federated Max-Cap Index Fund (collectively, the “Delaware Plaintiffs”, and together with the Texas Plaintiffs, the “Plaintiffs”), who are the plaintiffs and class representatives in the action captioned In re ACS Shareholders Litigation, C.A. No. 4940-VCP, in the Chancery

Affiliated Computer Services Inc – ACS Announces First Quarter Fiscal Year 2010 Results (October 22nd, 2009)

ACS today announced first quarter fiscal year 2010 revenues of $1.68 billion, a 5% increase, compared to the prior year quarter. Internal revenue growth was 2%. First quarter fiscal year 2010 adjusted non-generally accepted accounting principles (“GAAP”) diluted earnings per share was $0.95. Adjusted non-GAAP diluted earnings per share for the comparable prior year period was $0.89. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below.

Affiliated Computer Services Inc – SENIOR EXECUTIVE AGREEMENT (September 29th, 2009)

Senior Executive Agreement (the “Agreement”) made this 27th day of September, 2009, among Affiliated Computer Services, Inc. (the “Company”), Xerox Corporation (“Parent”) and Lynn Blodgett (the “Executive”).

Affiliated Computer Services Inc – AGREEMENT AND PLAN OF MERGER Dated as of September 27, 2009 among XEROX CORPORATION, BOULDER ACQUISITION CORP. and AFFILIATED COMPUTER SERVICES, INC. (September 29th, 2009)
Affiliated Computer Services Inc – SENIOR EXECUTIVE AGREEMENT (September 29th, 2009)

Senior Executive Agreement (the “Agreement”) made this 27th day of September, 2009, among Affiliated Computer Services, Inc. (the “Company”), Xerox Corporation (“Parent”) and Tom Blodgett (the “Executive”).

Affiliated Computer Services Inc – SENIOR EXECUTIVE AGREEMENT (September 29th, 2009)

WHEREAS, the Executive and the Company are currently parties to that certain Change of Control Agreement made and effective as of dated as of June 9, 2008, as amended December 23, 2008 (the “Prior Change of Control Agreement”);

Affiliated Computer Services Inc – SENIOR EXECUTIVE AGREEMENT (September 29th, 2009)

WHEREAS, the Executive and the Company are currently parties to that certain Change of Control Agreement made and effective as of dated as of June 9, 2008, as amended December 23, 2008 (the “Prior Change of Control Agreement”);

Affiliated Computer Services Inc – SENIOR EXECUTIVE AGREEMENT (September 29th, 2009)

Senior Executive Agreement (the “Agreement”) made this 27th day of September, 2009, among Affiliated Computer Services, Inc. (the “Company”), Xerox Corporation (“Parent”) and Tom Burlin (the “Executive”).

Affiliated Computer Services Inc – Contract (September 29th, 2009)

This SEPARATION AGREEMENT (the “Agreement”) made as of the 27th day of September, 2009, among Affiliated Computer Services, Inc. (the “Company”), Xerox Corporation (“Parent”) and Darwin Deason (the “Executive”).

Affiliated Computer Services Inc – AFFILIATED COMPUTER SERVICES, INC. AMENDED & RESTATED 2007 EQUITY INCENTIVE PLAN (August 21st, 2009)
Affiliated Computer Services Inc – ACS Announces Fourth Quarter and Fiscal Year 2009 Results Company Achieves Record Annual Revenue, Profit, Earnings Per Share, and Signings (August 6th, 2009)

ACS today announced record fourth quarter fiscal year 2009 revenues of $1.70 billion, a 6% increase, excluding divestitures, compared to the prior year quarter. Internal revenue growth was 3%. Fourth quarter fiscal year 2009 adjusted non-generally accepted accounting principles (“GAAP”) diluted earnings per share was $0.99, including costs of $1 million, or $0.01 per diluted share, related to Project Compete. Adjusted non-GAAP diluted earnings per share for the comparable prior year period was $0.95. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below.

Affiliated Computer Services Inc – ACS Announces Third Quarter Fiscal Year 2009 Results Company Reports Record New Business Signings of $342 Million and Record Adjusted Earnings Per Share of $1.00 (April 30th, 2009)

ACS today announced third quarter fiscal year 2009 revenues of $1.61 billion, a 5% increase, excluding divestitures, compared to the prior year quarter. Internal revenue growth was 3%. Third quarter fiscal year 2009 adjusted non-GAAP diluted earnings per share was $1.00, including costs of $0.02 per diluted share related to Project Compete, the Company’s global production initiative. Adjusted non-GAAP diluted earnings per share for the comparable prior year period was $0.91. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below.

Affiliated Computer Services Inc – ACS Delivers Strong Second Quarter Fiscal Year 2009 Results (January 29th, 2009)

•   Adjusted diluted earnings per share of $0.85, including costs of $0.11 per diluted share related to our global production initiative

Affiliated Computer Services Inc – First Amendment to the Amended and Restated Executive Employment Agreement by and between Affiliated Computer Services, Inc. and Lynn Blodgett (December 30th, 2008)

This First Amendment (“Amendment”) to the Amended and Restated Executive Employment Agreement, dated May 1, 2008 (“Employment Agreement”) is entered into by and between Affiliated Computer Services, Inc. (the “Company”) and Lynn Blodgett (the “Executive”).

Affiliated Computer Services Inc – First Amendment to the Change of Control Agreement by and between Affiliated Computer Services, Inc. and (December 30th, 2008)

This First Amendment (“Amendment”) to the Change of Control Agreement, dated December                     , 2008 (“Agreement”) is entered into by and between Affiliated Computer Services, Inc. (the “Company”) and                                          (the “Executive”).

Affiliated Computer Services Inc – AMENDMENT NO. 3 TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (December 30th, 2008)

This Amendment No. 3 to Supplemental Executive Retirement Agreement, made and entered into this 23rd day of December, 2008 (this “AMENDMENT”), is made by and between Affiliated Computer Services, Inc. (the “COMPANY”) and Darwin Deason (the “EXECUTIVE”), to be effective as of the date hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).

Affiliated Computer Services Inc – AMENDMENT to EMPLOYMENT AGREEMENT dated December 23, 2008 by and between Affiliated Computer Services, Inc. (the “Company”) and Darwin Deason (the “Executive”) (December 30th, 2008)

WHEREAS, the Company and the Executive entered into an employment agreement dated as of February 16, 1999, as amended as of December 7, 2007 (the “Agreement”).

Affiliated Computer Services Inc – Investor Contact Media Contact Jon Puckett Kevin Lightfoot Vice President Vice President Investor Relations Corporate Communications Affiliated Computer Services, Inc. Affiliated Computer Services, Inc. (October 30th, 2008)

DALLAS, TEXAS: Oct 30, 2008 — Affiliated Computer Services, Inc., (NYSE: ACS) today announced first quarter fiscal year 2009 revenues of $1.6 billion, an 8% increase, excluding divestitures, compared to the prior year quarter. Internal revenue growth was 5% for the first quarter of fiscal year 2009. Adjusted non-GAAP diluted earnings per share for the first quarter of fiscal years 2009 and 2008 were $0.89 and $0.77, respectively, representing a 16% increase. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below.

Affiliated Computer Services Inc – AFFILIATED COMPUTER SERVICES, INC. CLASS A COMMON STOCK NOTICE OF STOCK OPTION GRANT WITHIN CANADA (QUEBEC) TO [NAME OF OPTIONEE] (August 28th, 2008)

You have been granted an option to purchase Class A Common Stock of Affiliated Computer Services, Inc. (the “Company”) as follows:

Affiliated Computer Services Inc – AFFILIATED COMPUTER SERVICES, INC. CLASS A COMMON STOCK NOTICE OF STOCK OPTION GRANT WITHIN CANADA (OTHER THAN QUEBEC) TO [NAME OF OPTIONEE] (August 28th, 2008)

THIS STOCK OPTION AGREEMENT (this “Agreement”), effective as of the date of the Award shall, along with the Plan (as hereafter defined), govern the terms of the Notice of Nonstatutory Stock Option Grant (“Notice of Grant”) by and between Affiliated Computer Services, Inc., a Delaware corporation (the “Company”), and the person (“Optionee”) to whom an option has been granted as identified in the grant header information set forth above the Notice of Grant (the information set forth in the grant header is hereinafter referred to as “Grant Information”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to such terms in the Plan.

Affiliated Computer Services Inc – AFFILIATED COMPUTER SERVICES, INC. CLASS A COMMON STOCK NOTICE OF NONSTATUTORY STOCK OPTION GRANT WITHIN THE FEDERAL REPUBLIC OF GERMANY TO [NAME OF OPTIONEE] (August 28th, 2008)

THIS STOCK OPTION AGREEMENT (this “Agreement”), effective as of the date of the Notice of Grant (as hereinafter defined) to which it is attached shall, along with the Plan (as hereafter defined), govern the terms of the Notice of Grant by and between Affiliated Computer Services, Inc., a Delaware corporation (the “Company”), and the Optionee identified in the Notice of Grant (“Optionee”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to such terms in the Plan.

Affiliated Computer Services Inc – Page STOCKHOLDERS’ MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meeting 1 3. Special Meetings 1 4. Notice of Meetings 1 5. Inspectors 1 6. Quorum 1 7. Voting 2 8. Order of Business 2 DIRECTORS 3 9. Function 3 10. Number, Election, and Terms 3 11. Vacancies and Newly Created Directorships 4 12. Removal 4 13. Nominations of Directors: Election 4 14. Resignation 5 15. Regular Meeting 6 16. Special Meetings 6 17. Quorum 6 18. Participation in Meetings by Telephone Conference 6 19. Committees 6 20. Compensation 7 21. Rules 7 NOTICES 7 22. Generally 7 23. Waivers 9 OFFICERS 9 24. Generally 9 (August 27th, 2008)
Affiliated Computer Services Inc – Investor Contact Media Contact Jon Puckett Kevin Lightfoot Vice President Vice President Investor Relations Corporate Communications Affiliated Computer Services, Inc. Affiliated Computer Services, Inc. (August 7th, 2008)

DALLAS, TEXAS: August 7, 2008 — Affiliated Computer Services, Inc., (NYSE: ACS), today announced fourth quarter fiscal year 2008 revenues of $1.61 billion, an increase of 6% compared to the fourth quarter of the prior year. Adjusted non-GAAP diluted earnings per share for the fourth quarter of fiscal years 2008 and 2007 were $0.95 and $0.88, respectively, representing an 8% increase. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below.

Affiliated Computer Services Inc – CHANGE OF CONTROL AGREEMENT (June 11th, 2008)

This Change of Control Agreement (this “Agreement”) is made and effective as of the last date signified on the signature page hereto by and between Affiliated Computer Services, Inc. (the “Company”) and John Rexford, Executive Vice President — Corporate Development, of the Company (the “Executive”). This Agreement replaces and supersedes that certain severance agreement between the Company and the Executive, dated February 2, 2005, as the same may have been amended from time to time.

Affiliated Computer Services Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (June 11th, 2008)

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on the dates signified on the signature page hereto and is to be effective on May 1, 2008 (the “Effective Date”) by and between Affiliated Computer Services, Inc. (the “Company”) and Lynn Blodgett (“Executive” and, together with the Company, the “Parties”). This Agreement amends and restates that certain Executive Employment Agreement dated January 4, 2008 and effective December 14, 2007 (the “Original Agreement”).

Affiliated Computer Services Inc – CHANGE OF CONTROL AGREEMENT (June 11th, 2008)

This Change of Control Agreement (this “Agreement”) is made and effective as of the last date signified on the signature page hereto, by and between Affiliated Computer Services, Inc. (the “Company”) and                     ,                      (the “Executive”). This Agreement replaces and supersedes that certain severance agreement by and between the Company and the Executive, dated as of                     , as the same may have been amended from time to time.

Affiliated Computer Services Inc – INDEMNIFICATION AGREEMENT (June 5th, 2008)

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into on the dates signified on the signature page hereto and is to be effective on                     , 200___, by and between Affiliated Computer Services, Inc., a Delaware corporation (the “Company”), and                     , a director of the Company (the “Indemnitee”).

Affiliated Computer Services Inc – Investor Contact Media Contact Jon Puckett Kevin Lightfoot Vice President Vice President Investor Relations Corporate Communications Affiliated Computer Services, Inc. Affiliated Computer Services, Inc. (May 1st, 2008)

DALLAS, TEXAS: May 1, 2008 – Affiliated Computer Services, Inc., (NYSE: ACS), today announced third quarter fiscal year 2008 revenues of $1.54 billion, an increase of 7% compared to the third quarter of the prior year. Adjusted non-GAAP diluted earnings per share for the third quarter of fiscal years 2008 and 2007 were $0.91 and $0.78, respectively, representing a 17% increase. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below. Third quarter new business signings were the second highest in Company history at $245 million of annual recurring revenue. Third quarter fiscal year 2008 free cash flow was $161 million, or 10% of revenues.

Affiliated Computer Services Inc – STOCKHOLDERS’ MEETINGS 1 (March 21st, 2008)
Affiliated Computer Services Inc – Investor Contact Media Contact Jon Puckett Kevin Lightfoot Vice President Vice President Investor Relations Corporate Communications Affiliated Computer Services, Inc. Affiliated Computer Services, Inc. (January 31st, 2008)

DALLAS, TEXAS: January 31, 2008 – Affiliated Computer Services, Inc., (NYSE: ACS), today announced second quarter fiscal year 2008 revenues of $1.51 billion, an increase of 6% compared to the second quarter of the prior year. Second quarter fiscal year 2008 adjusted non-GAAP diluted earnings per share was $0.90, an 11% increase over the prior year second quarter adjusted non-GAAP diluted earnings per share of $0.81. See “Reconciliation of Reported GAAP Results to Adjusted Non-GAAP Results” below. Second quarter fiscal year 2008 free cash flow was approximately $248 million, or 16% of revenues. Second quarter new business signings were approximately $205 million of annual recurring revenue, a 24% increase over the prior year second quarter new business signings.

Affiliated Computer Services Inc – Page STOCKHOLDERS’ MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meeting 1 3. Special Meetings 1 4. Notice of Meetings 1 5. Inspectors 1 6. Quorum 1 7. Voting 2 8. Order of Business 2 DIRECTORS 3 9. Function 3 10. Number, Election, and Terms 3 11. Vacancies and Newly Created Directorships 4 12. Removal 4 13. Nominations of Directors: Election 4 14. Resignation 5 15. Regular Meeting 5 16. Special Meetings 6 17. Quorum 6 18. Participation in Meetings by Telephone Conference 6 19. Committees 6 20. Compensation 7 21. Rules 7 NOTICES 7 22. Generally 7 23. Waivers 7 OFFICERS 7 24. Generally 7 (January 29th, 2008)
Affiliated Computer Services Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 11th, 2008)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on the dates signified on the signature page hereto and is to be effective on December 14, 2007 (the “Effective Date”) by and between Affiliated Computer Services, Inc. (the “Company”) and Lynn Blodgett (“Executive”).