UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 23, 2008
Affiliated Computer Services, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12665
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51-0310342 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
2828 North Haskell Avenue
Dallas, Texas 75204
(Address of principal executive offices, including zip code)
(214) 841-6111
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On December 23, 2008, Chairman Darwin Deason (the “Chairman”) agreed, at the request of Affiliated
Computer Services, Inc. (the “Company”), to amend the Supplemental Executive Retirement Agreement
dated December 1998, between the Chairman and the Company, as amended in August 2003 and June 2005
(the “Agreement”), in order to ensure that the Agreement will comply with Section 409A of the
Internal Revenue Code (“Section 409A”).
Prior to this amendment to the Agreement (the “Amendment”), the Agreement provided that the
Chairman would receive a retirement benefit, equal to an actuarial calculated amount based on a
percentage of his average monthly compensation, upon the occurrence
of certain events. The compensation provided under the Agreement constitutes “nonqualified deferred compensation”
within the meaning of Section 409A.
The Company has determined that certain aspects of the
Agreement may not currently satisfy the complex requirements of Section 409A. Pursuant to
transition rules under Section 409A that allow companies to make certain changes to deferred
compensation arrangements this year, the Company requested that the Chairman agree that, on January
1, 2009, the Agreement be terminated and that the Chairman receive a cash
lump sum, even though he is not retiring. The cash lump sum, which is currently estimated to be approximately $9.5
million, as determined
pursuant to the Amendment, is consideration for (1) the
accrued benefit that the Chairman would have earned under the
Agreement, as if normal retirement occurred on January 1, 2009, (2) the costs the Chairman incurred in connection with the exercise
of options issued to the Chairman in connection with the Agreement in
1998 and (3) the termination of stock options issued to the
Chairman in connection with the Agreement in 2003. Thereafter, the Company will have no obligations to the Chairman pursuant to the
Agreement or the related options.
In order
to satisfy the requirements of Section 409A, on December 23, 2008, the Compensation Committee and Board of Directors of the Company also
approved (1) an amendment (the “Chairman Employment Agreement Amendment”) to the Employment
Agreement with the Chairman originally dated as of February 16, 1999 and amended as of December 7,
2007; (2) an amendment (the “CEO Employment Agreement Amendment”) to the Amended and Restated
Executive Employment Agreement effective as of May 1, 2008 between the Company and Lynn Blodgett;
and (3) amendments (the “CoC Amendments”) to the Change of Control Agreements that the Company
previously entered into with its other executive officers.
The descriptions set forth in this Item 5.02 are general in nature and are qualified in their
entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Form 8-K, the
Chairman Employment Agreement Amendment filed as Exhibit 10.2 to this Form 8-K, the CEO Employment
Agreement Amendment filed as Exhibit 10.3 to this Form 8-K and the CoC Amendments filed as Exhibit
10.4 to this Exhibit 8-K.
(d) Exhibits.
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| EXHIBIT |
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DESCRIPTION |
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10.1
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Amendment No. 3 to Supplemental Executive Retirement Agreement between the Company and Darwin Deason. |
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10.2
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Amendment to Employment Agreement between the Company and Darwin Deason. |
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10.3
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Amendment to Amended and Restated
Executive Employment Agreement between the Company and Lynn Blodgett. |
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10.4
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Amendment to Change of Control Agreements with certain executive officers. |
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