Management Stock Compensation Plan


 Exhibit 10.2 
 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION 
 MANAGEMENT STOCK COMPENSATION PLAN 

Amended and Restated Effective as of January 1, 2005 






 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
		
	 ARTICLE I DEFINITIONS
	  	1
			
	 1.1
	  	Account	  	1
			
	 1.2
	  	Award	  	1
			
	 1.3
	  	Awarding Authority	  	1
			
	 1.4
	  	Beneficiary	  	1
			
	 1.5
	  	Board	  	1
			
	 1.6
	  	Capital Restructuring Dividend	  	1
			
	 1.7
	  	Code	  	1
			
	 1.8
	  	Committee	  	1
			
	 1.9
	  	Company	  	1
			
	 1.10
	  	Company Stock	  	2
			
	 1.11
	  	Dividend Equivalent	  	2
			
	 1.12
	  	Employee	  	2
			
	 1.13
	  	Fair Market Value	  	2
			
	 1.14
	  	Ordinary Dividend	  	2
			
	 1.15
	  	Participant	  	2
			
	 1.16
	  	Plan	  	2
			
	 1.17
	  	Separation From Service	  	2
			
	 1.18
	  	Share Unit	  	2
			
	 1.19
	  	Termination of Affiliation	  	3
			
	 1.20
	  	Trust	  	3
			
	 1.21
	  	Trustee	  	3
		
	 ARTICLE II PARTICIPATION AND AWARDS
	  	3
			
	 2.1
	  	Designation by Awarding Authority	  	3
			
	 2.2
	  	Awarding Authority to Make Awards	  	3
			
	 2.3
	  	Awards May be Held in Trust	  	3
			
	 2.4
	  	Vesting and Forfeiture	  	4
		
	 ARTICLE III TRUST FUND
	  	4
			
	 3.1
	  	Trust Fund Established	  	4

  

 -i- 







 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
			
	 3.2
	  	Company, Committee, Board, Award Authority and Trustee Not Responsible for Adequacy of Trust Fund	  	4
			
	 3.3
	  	Invasion of Trust by Creditors	  	4
			
	 3.4
	  	Trust Expenses	  	4
		
	 ARTICLE IV ACCOUNTS
	  	5
			
	 4.1
	  	Committee to Maintain Accounts	  	5
			
	 4.2
	  	Accounting Procedures	  	5
		
	 ARTICLE V RIGHTS IN ACQUIRED STOCK
	  	5
			
	 5.1
	  	Power to Vote Stock Rests With Trustee	  	5
			
	 5.2
	  	Tender Offers	  	5
			
	 5.3
	  	Dividends	  	5
		
	 ARTICLE VI DISTRIBUTION OF ACCOUNTS
	  	5
			
	 6.1
	  	Time of Distribution	  	5
			
	 6.2
	  	Form of Distribution	  	7
			
	 6.3
	  	Beneficiary Designation	  	8
			
	 6.4
	  	Distribution to Guardian	  	8
			
	 6.5
	  	Withholding of Taxes	  	8
			
	 6.6
	  	Distribution of Dividend Equivalents	  	9
		
	 ARTICLE VII ACCELERATION OF DISTRIBUTION AND/OR VESTING
	  	9
			
	 7.1
	  	Change in Control	  	9
			
	 7.2
	  	Hardship	  	9
		
	 ARTICLE VIII PLAN TERMINATION AND AMENDMENT
	  	10
			
	 8.1
	  	Termination and Amendments	  	10
		
	 ARTICLE IX PLAN ADMINISTRATION
	  	10
			
	 9.1
	  	Committee	  	10
			
	 9.2
	  	Committee Powers	  	11
			
	 9.3
	  	Plan Expenses	  	12
			
	 9.4
	  	Reliance Upon Documents and Opinions	  	12
			
	 9.5
	  	Requirement of Proof	  	12
			
	 9.6
	  	Limitation on Liability	  	12

  

 -ii- 







 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
			
	 9.7
	  	Indemnification	  	12
		
	 ARTICLE X MISCELLANEOUS PROVISIONS
	  	13
			
	 10.1
	  	Restrictions on Plan Interest	  	13
			
	 10.2
	  	No Enlargement of Employee Rights	  	14
			
	 10.3
	  	Rights of Repurchase and First Refusal for the Company	  	14
			
	 10.4
	  	Mailing of Payments	  	14
			
	 10.5
	  	Inability to Locate Participant or Beneficiary	  	14
			
	 10.6
	  	Governing Law	  	14
			
	 10.7
	  	Illegality of Particular Provision	  	15
			
	 10.8
	  	Interpretation	  	15
			
	 10.9
	  	Tax Effects	  	15
			
	 10.10
	  	Receipt or Release	  	15
			
	 10.11
	  	Records	  	15
			
	 10.12
	  	Arbitration	  	15

  

 -iii- 







 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION 
 MANAGEMENT STOCK COMPENSATION PLAN 
 PURPOSE 
 This Plan is an unfunded compensation arrangement established effective as of April 3, 1996 by Science
Applications International Corporation to make deferred awards of company stock to selected management and highly compensated employees. This Plan is amended and restated effective January 1, 2005 to comply with Code Section 409A.

 ARTICLE I 
 DEFINITIONS 
 Whenever the following terms are used in the Plan they shall have the meaning specified below, unless the
context indicates clearly to the contrary. 
 1.1 Account. The bookkeeping account established for an Employee pursuant to Article IV
to record the number of Share Units awarded to the Employee and the vesting thereof. 
 1.2 Award. The award of Share Units to an
Employee pursuant to the Plan. 
 1.3 Awarding Authority. The individual or group of individuals appointed by the Board to make Awards
pursuant to the Plan. 
 1.4 Beneficiary. The person or persons properly designated by the Participant, in accordance with
Section 6.3, to receive the benefits provided herein upon death of the Participant. 
 1.5 Board. The Board of Directors of
Science Applications International Corporation, or its ultimate parent corporation, if any. 
 1.6 Capital Restructuring Dividend. The
non-recurring cash dividend paid by the Company in 2006 or 2007 on shares of Company Stock in connection with the Company’s capital restructuring and the initial public offering of Company Stock. 
 1.7 Code. The Internal Revenue Code of 1986, as amended. 
 1.8 Committee. The committee appointed by the Board to administer the Plan. Members of the Committee shall be eligible to receive Awards under the Plan at the discretion of the Awarding Authority. 

1.9 Company. Science Applications International Corporation (or its ultimate parent corporation, if any). In addition, unless the context
indicates otherwise, as used in this Plan, the term Company shall also mean and include any direct or indirect subsidiary of the Company 

  

 1 







 
which has been approved by the Awarding Authority for participation in this Plan by its Employees. 
 1.10 Company Stock. The Class A Common Stock of Science Applications International Corporation, or any other security (including preferred
stock) of the Company or the Company’s ultimate parent corporation, if any, designated as Company Stock by the Committee. 
 1.11
Dividend Equivalent. The amount of the Capital Restructuring Dividend paid by the Company on that number of shares of Company Stock which is equal to the number of Share Units then credited to a Participant’s Account. 
 1.12 Employee. A management or highly compensated employee of the Company, as determined by the Committee. 
 1.13 Fair Market Value. 
 (1) If the Company Stock is being valued in connection with a transaction (such as the crediting of Share Units to an Account or a distribution) for which the Committee determines there is a corresponding transaction by the Trust, the net
price per share of Company Stock purchased or the net proceeds per share of Company Stock sold in the transaction by the Trust, in each case including all expenses of such transaction by the Trust. 
 (2) If paragraph (1) does not apply, (a) the closing price of the Company Stock on the New York Stock Exchange on the date for
which the fair market value is determined, or, if there is no trading of the Company Stock on such date, then the closing price of the Company Stock on the New York Stock Exchange on the next preceding date on which there was trading in such shares;
or (b) if the Company Stock is not listed, admitted or quoted, the Committee may designate such other source of data as it deems appropriate for determining such value for purposes of this Plan. 
 1.14 Ordinary Dividend. All cash dividends or other cash distributions, other than the Capital Restructuring Dividend, paid by the Company on
shares of Company Stock. 
 1.15 Participant. An Employee designated by the Awarding Authority to receive an Award under the Plan.

 1.16 Plan. The Science Applications International Corporation Management Stock Compensation Plan as set forth herein and as amended
from time to time. 
 1.17 Separation From Service. The death, retirement or termination of the Employee’s employment with the
Company. This definition of Separation From Service shall be interpreted and construed in a manner intended to comply with Code Section 409A and the published authorities thereunder. 
 1.18 Share Unit. The interest of a Participant in a share of Company Stock held in the Participant’s Account. A full Share Unit shall be
equivalent to a full share of Company Stock, 

  

 2 







 
and a partial Share Unit shall be equivalent to the corresponding fraction of a share of Company Stock. 
 1.19 Termination of Affiliation. Any termination of employment with the Company by an Employee, as determined by the Committee, whether by reason
of death, disability, voluntary resignation, layoff, discharge, or otherwise. Furthermore, if an Employee is employed by a direct or indirect subsidiary of the Company, such an Employee will have a Termination of Affiliation upon the divestiture of
such subsidiary. The Committee shall have the discretion to establish rules and make determinations as to what constitutes a Termination of Affiliation including, without limitation, change of status (e.g., part-time, consulting Employee, etc.) or
leave of absence. A Termination of Affiliation may occur regardless of whether an Employee has had a Separation From Service. 
 1.20
Trust. The Science Applications International Corporation Stock Compensation Plan Trust established by the Company to hold assets awarded to Participants under the Plan. 
 1.21 Trustee. Wachovia Bank or such successor trustee as shall be appointed pursuant to the Trust. 
 ARTICLE II 
 PARTICIPATION AND AWARDS

 2.1 Designation by Awarding Authority. The Awarding Authority in its sole discretion shall designate those Employees who are to
receive Awards under the Plan. The Awarding Authority’s designation of an Employee for a particular Award shall not require the Awarding Authority to make any further Awards to such Employee. 
 2.2 Awarding Authority to Make Awards. The Awarding Authority shall make Awards under the Plan by determining a number of Share Units to be
credited to those Employees whom the Awarding Authority has selected for participation in the Plan and by establishing an Account in favor of such Employees in accordance with Article IV to hold such Share Units. A separate Account shall be
established for each Award. Each Account shall be subject to a vesting schedule specified by the Awarding Authority. The amount, timing and vesting of each Award shall be decided in the Awarding Authority’s sole discretion, and the Awarding
Authority may apply different terms to Awards made to different Employees as well as to different Awards made to the same Employee. 
 2.3
Awards May be Held in Trust. 
 (a) With respect to Awards granted before January 1, 2005, within a reasonable
period of time following the date of the Award, the Company shall contribute to the Trust Company Stock or an amount of money sufficient to purchase shares of Company Stock corresponding to the number of Share Units made in such Award. The Trustee
shall apply such contribution toward the purchase of Company Stock in accordance with the directions of the Committee and the terms of the Trust. To the extent any such Award is made to an Employee of 

  

 3 







 
an affiliate of the Company, the Company may charge the cost of the corresponding Trust contribution to such affiliate as agreed between the Company and the
affiliate. 
 (b) Effective January 1, 2005, contributions to the Trust with respect to Awards shall be made only if the
Company, in its sole discretion, determines to make such contributions. Regardless of whether the Company makes contributions to the Trust with respect to Awards, the Participant shall be credited with a number of Share Units subject to the Award.

 2.4 Vesting and Forfeiture. Each Account shall be subject to a vesting schedule, not to exceed seven (7) years, established by
the Awarding Authority. Vesting shall cease upon the Participant’s Termination of Affiliation for any reason other than the death of the Participant. In the event of death of a Participant, all of the Participant’s Account(s) shall become
immediately vested. The unvested portion of a Participant’s Accounts upon a Termination of Affiliation shall be immediately forfeited by the Participant, and any shares of Company Stock represented by such unvested portion shall be returned to
the Company or reallocated in accordance with the Committee’s directions and the terms of the Trust. Notwithstanding anything to the contrary in the provisions of this Plan regarding distribution of Accounts, the provisions of this
Section 2.4 shall govern vesting and forfeitures of Accounts. Accordingly, a Participant may have a Termination of Affiliation under this Section 2.4 (resulting in a forfeiture of the unvested portion of the Participant’s Accounts)
prior to the Participant’s Separation From Service. 
 ARTICLE III 
 TRUST FUND 
 3.1 Trust Fund Established. The Company has established the
Trust pursuant to a trust agreement under which the Trustee will hold and administer in trust all assets deposited with the Trustee in accordance with the terms of this Plan. The Board shall have the authority to select and remove the Trustee to act
under the Trust agreement, and to enter into new or amended trust agreements as it deems advisable. 
 3.2 Company, Committee, Board,
Award Authority and Trustee Not Responsible for Adequacy of Trust Fund. Neither the Company, Board, Award Authority, Committee nor Trustee shall be liable or responsible for the adequacy of funds held in the Trust to meet and discharge any or
all payments and liabilities hereunder. All Plan benefits will be paid from the Trust assets or by the Company to the extent not paid from Trust assets, and neither the Board, Award Authority, Committee nor the Trustee shall have any duty or
liability to pay such benefits or furnish the Trust with any funds, securities or other assets. 
 3.3 Invasion of Trust by Creditors.
If assets of the Trust should be reduced due to action of the Company’s creditors, as provided in the Trust document, the Committee shall reduce each Account for which the Trust held assets on a pro rata basis to reflect such reduction in Trust
assets, and the Company shall have no obligation to replace such lost assets. 
 3.4 Trust Expenses. Expenses of the Trust which are
not paid by the Company shall be applied to reduce each Account for which the Trust holds assets on a pro rata basis. 
  

 4 







 ARTICLE IV 
 ACCOUNTS 
 4.1 Committee to Maintain Accounts. The Committee shall open and maintain a
separate Account with respect to each Award made under the Plan for purposes of keeping a record of the number of Share Units credited as a result of the Award. 
 4.2 Accounting Procedures. The Committee shall establish and may amend from time to time accounting procedures for the purpose of making allocations, distributions, valuations and adjustments to Accounts
provided for in this Article IV. A Participant or Beneficiary shall have no contractual or other right to have a particular accounting procedure or convention apply, or continue to apply, and the Committee shall be free to alter any such procedure
or convention without obligation to any Participant or Beneficiary. 
 ARTICLE V 
 RIGHTS IN ACQUIRED STOCK 
 5.1 Power
to Vote Stock Rests With Trustee. The power to vote any stock held by the Trustee shall rest solely with the Trustee, who shall vote such stock in the same proportion that the other shareholders vote their shares of stock of the Company. For
purposes of this Section 5.1, in determining how other shareholders voted, the Trustee shall take into account the votes of shareholders with respect to all classes of voting stock, including but not limited to Class A and Class B Common
Stock. 
 5.2 Tender Offers. In the case of a tender offer for the Company Stock, the Trustee shall tender the shares of Company Stock
held by the Trust only if more than fifty percent (50%) of the shares of Company Stock held outside the Trust are tendered by the shareholders. 
 5.3 Dividends. All Ordinary Dividends on Company Stock held in Trust shall be held by the Trustee and reinvested as directed by the Committee. The Committee shall allocate such Ordinary Dividends among the
Accounts pro rata to the shares allocated to each Account. The Capital Restructuring Dividend on Company Stock held in Trust shall be immediately disbursed by the Trustee to the Company for immediate distribution by the Company to Participants
in accordance with Section 6.6. No person (including, but not limited to, the Trustee, the Company, the Committee or the Board) shall have the authority or ability to delay the immediate transfer of the Capital Restructuring Dividend from the
Trustee to the Company pursuant to this Section 5.3. 
 ARTICLE VI 
 DISTRIBUTION OF ACCOUNTS 
 6.1 Time of Distribution. Subject to the
acceleration provisions of Article VII, a Participant’s Account shall be distributed as follows: 
 (a) With respect to
Awards granted prior to January 1, 2005, if the Participant filed an election in a manner prescribed by the Committee before the expiration of the applicable election deadline, the vested portion of the Participant’s Account shall be
distributed or commence to be distributed within a reasonable period of time following the date (i) it becomes 

  

 5 







 
vested, or (ii) the Participant has a Separation From Service with the Company, as elected by the Participant; provided, however, that such payments
shall be made no later than the last day of the calendar year in which the applicable payment date occurs or, if later, the fifteenth day of the third calendar month following the applicable payment date. The applicable election deadline was ninety
(90) days following the date of the Award. If the Participant failed to make the election described in this subsection (a), the Participant’s Account with respect to Awards made before January 1, 2005 shall be distributed or
commence to be distributed within a reasonable period of time following the seventh anniversary of the date of the Award contained in such Account (but no later than the last day of the calendar year in which the seventh anniversary occurs or, if
later, the fifteenth day of the third calendar month following the seventh anniversary); provided, however, that if the Participant has a Separation From Service prior to such payment date, then the vested portion of the Participant’s Account
shall be distributed or commence to be distributed within a reasonable period of time following the Separation From Service (but no later than the last day of the calendar year in which the Separation From Service occurs or, if later, the fifteenth
day of the third calendar month following such Separation From Service). The election under this subsection (a) shall be irrevocable. In addition to executing an election, the Participant may also be required to execute an agreement with the
Company, on a form prescribed by the Committee, relating to the Company’s right of repurchase of Company Stock, if any, and such other matters as the Committee shall prescribe. 
 (b) With respect to Awards granted on or after January 1, 2005, the vested portion of the Participant’s Account shall be
distributed or commence to be distributed within a reasonable period of time following the date the Participant has a Separation From Service; provided, however, that such payments shall be made no later than the last day of the calendar year in
which the Separation From Service occurs or, if later, the fifteenth day of the third calendar month following the date of the Separation From Service. For Awards made on or after January 1, 2005, a Participant may in a manner prescribed by the
Committee elect between the forms of distribution specified in Section 6.2 for distributions made if the Participant’s Separation From Service occurs on or after age 59  1/2. Such election must be made before the expiration of the applicable election deadline with respect to the Award. The applicable election deadline for an Award that is entirely
unvested for 13 or more months from the date of the grant of the Award shall be thirty (30) days following such grant date. The applicable election deadline for any other Award shall be the last day of the calendar year preceding the calendar
year in which the Award is granted. In addition to executing an election, the Participant may also be required to execute an agreement with the Company, on a form prescribed by the Committee, relating to the Company’s right of repurchase of
Company Stock, if any, and such other matters as the Committee shall prescribe. 
 (c) Notwithstanding the foregoing,
if any stock of the Company is publicly traded on an established securities market at the time of a Participant’s Separation From Service, any distribution on account of the Separation From Service of a Participant who is a “specified
employee” under Code Section 409A(a)(1)(B)(i) shall not be made before the earlier of (i) the date which is six months after such Participant’s Separation From Service or (ii) the date of the Participant’s death. For
any twelve month period commencing April 1 and ending March 31, an Employee is a “specified employee” if the Employee was a “key employee” at any time during 

  

 6 







 
the calendar year ending before such April 1. A key employee is defined in Code Section 416(i) without regard to Code Section 416(i)(5).

 6.2 Form of Distribution. 
 (a) Except as set forth in this Section 6.2, each distribution shall be made in a lump sum. 
 (b) For Awards made on or after January 1, 2005, a Participant shall elect, for distributions made if the Participant’s Separation From Service occurs on or after age 59 1/2, to receive payment in lump sum or in installments over a 5-year period. If elected, installment payments shall be spread in approximately equal numbers
of shares of Company Stock over the payout period. Except as set forth in Sections 6.2(c) and 6.2(d), a Participant’s election of form of distribution shall be irrevocable. If the Participant does not timely make an election, the payment shall
be a lump sum. 
 (c) Both of the forms of distribution set forth in Section 6.2(b) shall be considered a single
payment for purposes of Code Section 409A. Accordingly, Participants shall be allowed to make a new form of distribution election with respect to Awards described in Section 6.2(b), provided that the following requirements are satisfied.

 (i) The election does not take effect until at least twelve months after the date the election is made, and the election
must be made at least twelve months prior to the date the first payment would be made to the Participant absent the election. 
 (ii) The commencement date of the first payment to the Participant shall be five years following the date the payment would have commenced absent the change in the Participant’s election; and 
 (iii) No Participant may make more than one new form of distribution election. 
 Any attempt to change a payout election that does not satisfy these requirements shall be void. 
 (d) Pursuant to authority issued by the Internal Revenue Service under Code Section 409A, the following transition rule shall apply
with respect to Awards (whenever granted) other than Awards that (absent an election) would be payable in whole or in part in 2006: 
 (i) Each Participant who had not had a Separation From Service as of December 31, 2006 shall be permitted to elect, for distributions made if the Participant’s Separation From Service occurs on or after age 59  1/2, to receive payment in lump sum or over a 5-year period. 
 (ii) The elections under this Section 6.2(d) shall be made pursuant to rules prescribed by the Committee, but shall in no event be
made after December 31, 2006. 
  

 7 







 (e) Each distribution shall be made in the form of Company Stock, except that fractional
Share Units shall, as determined according to procedures established by the Committee, be distributed in kind as fractional shares or applied towards satisfying tax withholding obligations with respect to Participants’ distributions. A
Participant shall have no right to request a cash distribution. 
 6.3 Beneficiary Designation. 
 (a) Upon forms provided by the Committee, each Participant shall designate in writing the Beneficiary or Beneficiaries whom such
Participant desires to receive the benefits of this Plan, if any, payable in the event of such Participant’s death. A Participant may from time to time change his or her designated Beneficiary or Beneficiaries without the consent of such
Beneficiary or Beneficiaries by filing a new designation in writing with the Committee. The Committee may rely upon the designation of Beneficiary or Beneficiaries last filed by the Participant in accordance with the terms of this Plan. 

(b) If the designated Beneficiary does not survive the Participant, or if there is no valid Beneficiary designation, amounts payable
under the Plan shall be paid to the Participant’s spouse, or if there is no surviving spouse, then to the duly appointed and currently acting personal representative of the Participant’s estate. If there is no personal representative of
the Participant’s estate duly appointed and acting in that capacity within sixty (60) days after the Participant’s death, then all payments due under the Plan shall be payable to the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder pursuant to the laws of intestate succession or other statutory provision in effect at the Participant’s death in the
state in which the Participant resided. 
 6.4 Distribution to Guardian. If the Committee shall find that any person to whom any
payment is payable under this Plan is unable to care for his or her affairs because of illness or accident, or is a minor, a payment due (unless a prior claim therefor shall have been made by a duly appointed guardian or other legal representative)
may be paid to the spouse, a child, a parent, or a brother or sister, or to any custodian, conservator or other fiduciary responsible for the management and control of such person’s financial affairs in such manner and proportions as the
Committee may determine. Any such payment shall be a complete discharge of the liabilities of the Company and the Trust to the Participant or Beneficiary under this Plan. 
 6.5 Withholding of Taxes. To the extent any distribution is subject to withholding taxes, the Committee shall require, as a condition to the payment of such distribution, that the taxes be withheld from such
distribution. With respect to amounts paid from the Trust, the Trustee shall deliver the withheld amounts to the Company which shall pay over the withheld taxes as required by law. The Committee may, but need not, allow the Participant to make
payment to the Company in the form of a check for such withholding taxes, and the Committee may provide in its discretion for other methods of withholding acceptable to the Company. 
  

 8 







 6.6 Distribution of Dividend Equivalents. 
 (a) Notwithstanding anything to the contrary in this Article VI, effective January 1, 2006, Dividend Equivalents with respect to the
Capital Restructuring Dividend shall be distributed as set forth in this Section 6.6. 
 (b) Dividend Equivalents with
respect to the Capital Restructuring Dividend shall be distributed by the Company to Participants as soon as administratively feasible upon the Company’s receipt of the Capital Restructuring Dividend from the Trustee in accordance with
Section 5.3. No one (including, but not limited to, the Trustee, the Company, the Board, the Committee or any Participant) shall have the authority or the ability to delay the immediate distribution of Dividend Equivalents or alter the amount
of Dividend Equivalents distributed with respect to the Capital Restructuring Dividend. The distribution of Dividend Equivalents with respect to the Capital Restructuring Dividend to be made to a Participant in accordance with this
Section 6.6(b) shall equal the product of (i) the Participant’s Share Units as of the record date for the Capital Restructuring Dividend, times (ii) the per share Capital Restructuring Dividend. Immediate payment of the Dividend
Equivalent upon the payment of the Capital Restructuring Dividend by the Company is intended to satisfy the requirement of Code Section 409A that payment be made as of a specified time or pursuant to a fixed schedule. 
 (c) Distributions of Dividend Equivalents with respect to the Capital Restructuring Dividend shall be made in cash without interest and
shall be made from the Capital Restructuring Dividend paid to the Trust and transferred to the Company pursuant to Section 5.3. 
 ARTICLE VII 
 ACCELERATION OF DISTRIBUTION AND/OR VESTING 
 7.1 Change in Control. Every Account shall become fully vested and shall be immediately distributed to the Participants to whom such Accounts
belong, upon the occurrence of a Change in Control (as hereinafter defined) of the Company. A Change in Control shall be deemed to occur upon any “person” (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the
“Exchange Act”)), other than the Company, a subsidiary or any employee benefit plan or trust maintained by the Company or a subsidiary becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of more than 25% of the Company Stock outstanding at such time, without the prior approval of the Board. For purposes of the foregoing, a subsidiary is any corporation in an unbroken chain of corporations beginning with the Company if each of the
corporations, other than the last corporation in such chain, owns at least fifty percent (50%) of the total voting power in one of the other corporations in such chain. Effective January 1, 2005, 35% shall be substituted for 25% in
the above definition of Change in Control, in accordance with Code Section 409A. 
 7.2 Hardship. 
 (a) Prior to January 1, 2005, notwithstanding the provisions of Section 6.1 hereof, a Participant shall be entitled to request a
hardship distribution of all or any portion of the vested portion of his or her Account(s). A Participant must make a written request for a hardship 

  

 9 







 
distribution, stating the reasons such withdrawal is necessary because of a financial hardship. The Committee, in its sole discretion, shall determine
whether or not to grant the hardship distribution of such Participant’s Account(s) and, in so doing, may rely on the Participant’s statements, and a hardship distribution may be approved without further investigation unless the Committee
has reason to believe such statements are false. 
 (b) Effective January 1, 2005, a withdrawal under this
Section 7.2 shall be permitted only if the Participant incurs an “unforeseeable emergency,” as defined below. Any such distribution shall be limited to the amount of which distribution is reasonably necessary to satisfy the emergency
need (which may include amounts necessary to pay any Federal, State or local income taxes or penalties reasonably anticipated to result from the distribution). For purposes of this Section 7.2(b), an “unforeseeable emergency” is a
severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse or dependent, (ii) the loss of the Participant’s property due to casualty (including the need to
rebuild a home following damage to a home to the extent not otherwise covered by insurance), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The
determination of whether a Participant has an unforeseeable emergency shall be made in accordance with the authorities published pursuant to Code Section 409A. 
 ARTICLE VIII 
 PLAN TERMINATION AND AMENDMENT 
 8.1 Termination and Amendments. The Plan shall continue until all amounts have been distributed in accordance with the terms of the Plan.
Notwithstanding the foregoing sentence, the Company retains the right to amend or terminate the Plan for any reason, including but not limited to adverse changes in accounting rules or tax laws or the bankruptcy, receivership or dissolution of the
Company. In the event of a Plan termination, benefits will be paid out when due under the terms of the Plan. To the extent feasible, the Committee shall use its best efforts to avoid adversely affecting the rights of any existing Participants in the
Plan, but prior to a Change in Control, the Committee shall be under no specific duty or obligation in this regard. Following a Change in Control, no amendment or termination of the Plan shall adversely affect any benefits earned by Participants
prior to the amendment or termination. 
 ARTICLE IX 
 PLAN ADMINISTRATION 
 9.1 Committee. The Plan shall be administered by the Committee. Subject
to the provisions of the Plan and the authority granted hereunder to the Awarding Authority, the Committee shall have exclusive power to determine the manner and time of Awards and payment of benefits to the extent herein provided and to exercise
any other discretionary powers granted to the Committee pursuant to the Plan. The decisions or determinations by the Committee shall be final and binding upon all parties, including shareholders, Participants, Beneficiaries and other Employees. The
Committee shall have the authority to interpret the Plan, to make factual findings and determinations, to adopt and revise rules and regulations relating to the Plan and to make any other determinations which it believes necessary or advisable for
the administration of 

  

 10 







 
the Plan. The Committee’s discretion in these matters shall be as broad and unfettered as permitted by law. Notwithstanding the foregoing, after a
Change in Control, any findings, adoption or revision of rules or regulations, interpretations, decisions or determinations made by the Committee (including under Section 9.2) shall not be given any deference by a court or arbitrator, and if
challenged by a Participant or Beneficiary, shall be reviewed on a de novo basis. 
 9.2 Committee Powers. The Committee shall
have all powers necessary to supervise the administration of the Plan and control its operations. In addition to any powers and authority conferred on the Committee elsewhere in the Plan or by law, the Committee shall have, by way of illustration
and not by way of limitation, the following powers and authority: 
 (a) To designate agents to carry out responsibilities
relating to the Plan; 
 (b) To employ such legal, actuarial, medical, accounting, clerical and other assistance as it may
deem appropriate in carrying out the provisions of this Plan; 
 (c) To administer, interpret, construe and apply this Plan
and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, Beneficiary or other person whomsoever, including but not limited to all questions relating to eligibility to participate in the Plan,
determination of Awards and the amount of benefits to which any Participant may be entitled; 
 (d) To establish rules and
procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan; 
 (e) To establish claims procedures, and to make forms available for filing of such claims, and to provide the name of the person or persons with whom such claims should be filed. The Committee shall establish
procedures for action upon claims initially made and the communication of a decision to the claimant promptly and, in any event, not later than sixty (60) days after the date of the claim; the claim may be deemed by the claimant to have been
denied for purposes of further review described below in the event a written decision is not furnished to the claimant within such sixty (60) day period. Every claim for benefits which is denied shall be denied by written notice setting forth
in a manner calculated to be understood by the claimant (1) the specific reason or reasons for the denial, (2) specific reference to any provisions of this Plan on which denial is based, (3) description of any additional material or
information necessary for the claimant to perfect his claim with an explanation of why such material or information is necessary, and (4) an explanation of the procedure for further reviewing the denial of the claim under the Plan. The
Committee shall establish a procedure for review of claim denials, such review to be undertaken by the Committee. The review given after denial of any claim shall be a full and fair review with the claimant or his duly authorized representative
having one hundred eighty (180) days after receipt of denial of his claim to request such review, having the right to review all pertinent documents and the right to submit issues and comments in writing. The Committee shall establish a
procedure for issuance of a decision by the Committee not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances, such as the need to hold a hearing, require a longer period of time, in
which case a decision shall be rendered as soon as possible but not later than one hundred twenty (120) days after receipt of 

  

 11 







 
the claimant’s request for review. The decision on review shall be in writing and shall include specific reasons for the decision written in a manner
calculated to be understood by the claimant with specific reference to any provisions of this Plan on which the decision is based; and 
 (f) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient in the efficient administration of the Plan. 
 Prior to a Change in Control, any action taken in good faith by the Committee in the exercise of authority conferred upon it by this Plan
shall be conclusive and binding upon the Participants and their beneficiaries, and all discretionary powers conferred upon the Committee shall be absolute. Following a Change in Control, the actions of the Committee and its exercise of discretionary
powers shall be reviewed on a de novo basis if challenged by a Participant or Beneficiary. 
 9.3 Plan Expenses. Members of the
Committee shall serve as such without compensation from the Plan, but may receive compensation from the Company for so serving. All Plan administration expenses shall be borne by the Company or the Trust as determined by the Committee in its sole
discretion. 
 9.4 Reliance Upon Documents and Opinions. The members of the Committee, the Awarding Authority, the Board, and the
Company shall be entitled to rely upon any tables, valuations, computations, estimates, certificates, opinions and reports furnished by any consultant, or firm or corporation which employs one or more consultants or advisors. The Committee may, but
is not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and may likewise treat such records as conclusive with respect to all Employees, Participants, Beneficiaries and any other persons whomsoever,
except as otherwise provided by law. 
 9.5 Requirement of Proof. The Committee, the Awarding Authority, the Board, or the Company may
require satisfactory proof of any matter under this Plan from or with respect to any Employee, Participant or Beneficiary, and no such person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof shall be
furnished as so required. 
 9.6 Limitation on Liability. No employee or director of the Company and no other person shall be subject
to any liability by reason of or arising from his or her participation in the establishment or administration or operation of the Plan unless he or she acts fraudulently or in bad faith. 
 9.7 Indemnification. 
 (a) To the extent permitted by law, the Company shall indemnify each member of the Awarding Authority, of the Committee, and any other employee or director of the Company who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed proceeding, whether civil, criminal, administrative, or investigative, by reason of his or her conduct in the performance in connection with the establishment or administration of the Plan or any amendment or
termination of the Plan. 
  

 12 







 (b) This indemnification shall apply against expenses including, without limitation,
attorneys fees and any expenses of establishing a right to indemnification hereunder, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, except in relation to matters as to which he
or she has acted fraudulently or in bad faith in the performance of such duties. 
 (c) The termination of any proceeding by
judgment, order, settlement, conviction, upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that the person acted fraudulently or in bad faith in the performance of his or her duties. 
 (d) Expenses incurred in defending any such proceeding may be advanced by the Company prior to the final disposition of such proceeding,
upon receipt of an undertaking by or on behalf of the recipient to repay such amount, unless it shall be determined ultimately that the recipient is entitled to be indemnified as authorized in this Section 9.7. 
 (e) The right of indemnification set forth in this Section 9.7 shall be in addition to any other right to which any Awarding
Authority member, Committee member or other person may be entitled as a matter of law, by corporate bylaws or otherwise. 
 ARTICLE X

 MISCELLANEOUS PROVISIONS 
 10.1 Restrictions on Plan Interest. 
 (a) A Participant’s interest in this Plan shall be limited to his
or her Account and he or she shall have no other interest in any assets of the Company nor any right as against the Company, Awarding Authority or Committee for payment of benefits under this Plan. 
 (b) None of the benefits, payments, proceeds, claims or rights hereunder of any Participant or Beneficiary shall be subject to any claim
of any creditor of such Participant or Beneficiary and in particular the same shall not be subject to attachment, garnishment, or other legal process by any creditor of such Participant or Beneficiary. 
 (c) A Participant or Beneficiary shall not have any right to alienate, anticipate, commute, pledge, encumber, or assign any of the
benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise, under the Plan. 
 (d) A
Participant’s and Beneficiary’s interest in this Plan and the assets of the Trust are subject to the claims of the Company’s creditors as provided in the Trust. Each Participant and Beneficiary shall, however, be considered a general
creditor of the Company with respect to his or her Account, so that if the Company should become insolvent, the Participant or Beneficiary will have a claim against the Company and Trust assets equal to that of the Company’s other general
creditors (regardless of whether assets are removed from the Trust by a trustee in bankruptcy). 
  

 13 







 (e) Whenever a provision of this Plan restricts or limits a Participant or a
Participant’s Account, benefit or distribution, such limitation shall also apply to a Beneficiary unless otherwise specified. 
 10.2
No Enlargement of Employee Rights. 
 (a) This Plan is strictly a voluntary undertaking on the part of the Company and
shall not be deemed to constitute a contract between the Company and any Employee, or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. 
 (b) An Employee’s employment with the Company is not for any specified term and may be terminated by such Employee or by the Company
at any time for any reason, with or without cause. Nothing in this Plan or in any agreement pursuant to this Plan shall confer upon any Employee or Participant any right to continue in the employ of or affiliation with the Company nor constitute any
promise or commitment by the Company regarding future positions, future work assignments, future compensation or any other term or condition of employment or affiliation. 
 (c) No person shall have any right to any benefits under this Plan, except to the extent expressly provided herein. 
 (d) The Plan is not intended to nor shall it be deemed to be a Plan providing retirement income or resulting in the deferral of income by
employees for periods extending to the termination of covered employment or beyond. 
 10.3 Rights of Repurchase and First Refusal for the
Company. Any Company Stock distributed from the Plan may be subject to a right of repurchase and right of first refusal by the Company, as well as any conditions, limitations, or restrictions contained in any applicable agreement. The terms and
conditions of the right of repurchase and right of first refusal, to the extent applicable, shall be in addition to those applied to Company Stock by the Restated Certificate of Incorporation of Science Applications International Corporation, as
amended. 
 10.4 Mailing of Payments. All payments under the Plan shall be delivered in person or mailed to the last address of the
Participant (or, in the case of the death of the Participant to that of any other person entitled to such payments under the terms of the Plan). Each Participant shall be responsible for furnishing the Committee with his or her correct current
address and the correct current name and address of his or her Beneficiary. 
 10.5 Inability to Locate Participant or Beneficiary. In
the event that the Committee is unable to locate a Participant or Beneficiary to whom benefits are payable hereunder after mailing a notice to the Participant’s or Beneficiary’s last known address, and such inability lasts for a period of
three (3) years, then any remaining benefits payable hereunder shall be forfeited to the Company and no Participant or Beneficiary shall have any right to further benefits from the Plan, even if subsequently located. 
 10.6 Governing Law. All legal questions pertaining to the Plan shall be determined in accordance with the laws of the State of California,
excluding its rules governing conflict of 

  

 14 







 
laws. Without limiting Section 10.9, it is intended that this Plan be administered and interpreted in a manner consistent with the applicable
requirements of Code Section 409A, and further that the Plan be interpreted in a manner that satisfied the applicable requirements of Rule 16b-3 promulgated under the Exchange Act, so that Awards will be entitled to the benefits of Rule 16b-3
or other exemptive rules under Exchange Act and will not be subject to avoidable liability thereunder. 
 10.7 Illegality of Particular
Provision. If any particular provision of this Plan shall be found to be illegal or unenforceable, such provision shall not affect the other provisions thereof, but the Plan shall be construed in all respect as if such invalid provision were
omitted. 
 10.8 Interpretation. Section headings are for convenient reference only and shall not be deemed to be part of the
substance of this instrument or in any way to enlarge or limit the contents of any article or section. 
 10.9 Tax Effects. The
Company makes no representations or warranties as to the tax consequences to a Participant or to a Participant’s Beneficiary from the grant of Awards hereunder or the subsequent receipt of any benefits as a result thereof. Each Participant must
rely solely on his or her own tax advisor with respect to the tax consequences arising from the grant of Awards or the receipt of benefits hereunder, or from any other related transaction. 
 10.10 Receipt or Release. Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Awarding Authority, the Committee and the Company, and the Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release
to such effect. 
 10.11 Records. The records of the Company with respect to the Plan shall be conclusive on all Participants,
Beneficiaries, and all other persons whomsoever. 
 10.12 Arbitration. Any person disputing a decision of the Committee shall submit
such dispute to binding arbitration pursuant to the rules of the American Arbitration Association, to be held in San Diego County. In any arbitration with respect to a decision or action of the Committee taken before a Change in Control, the losing
party in such arbitration proceedings shall bear the costs of arbitration, and each party shall bear its own attorneys’ fees. In any arbitration with respect to a decision or action of the Committee taken after a Change in Control, the Company
shall bear the costs of arbitration (other than attorneys’ fees), and the arbitrator may make an award of attorneys’ fees; any such award shall be made according to the then-prevailing standards for judicial awards of attorneys’ fees
applicable to civil actions brought under the Employee Retirement Income Security Act of 1974, as amended. 
  

 15