Form of Recoupment Policy



 Exhibit 10.1 

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION 

RECOUPMENT POLICY AND 

NON-SOLICITATION ACKNOWLEDGEMENT AND AGREEMENT

 This Recoupment Policy and Non-Solicitation Acknowledgement and Agreement (this “Agreement”) is entered into
effective as of                     , between Science Applications International Corporation (the “Company”) and the Company
employee named on the signature page of this Agreement (“Employee”). 
 RECITALS 

A. The Human Resources and Compensation Committee of the Company’s Board of Directors has adopted a Recoupment Policy (the
“Policy”) allowing the Company to recover compensation paid to Employee in certain circumstances; 
 B. The Company
has invested significant resources in building valuable relationships with employees and customers and wishes to protect these relationships from solicitation by Employee for a period of time if Employee leaves the Company; and 

C. In consideration of and as a condition to the receipt of future annual cash and stock-based awards, performance-based compensation and
other forms of cash or equity compensation under the Company’s 2006 Equity Incentive Plan, as amended, and any other plans or programs adopted by the Company after the date of this Agreement (collectively, “Awards”), Employee and the
Company are entering into this Agreement. 
 The Company and Employee hereby agree as follows: 

1. RECOUPMENT POLICY 

(a) Employee acknowledges receipt of the Policy, a copy of which is attached to this Agreement as Appendix A and is incorporated
into this Agreement. Employee has read and understands the Policy, has had the opportunity to ask questions to the Company regarding the Policy and acknowledges and agrees that the Policy shall apply to Awards granted to Employee. Any applicable
Award agreement, Award statement or terms and conditions relating to any future Awards made to Employee shall be deemed to include the restrictions imposed by the Policy. 

(b) The recoupment of Awards pursuant to the Policy and this Agreement shall not in any way limit or affect the Company’s right to
pursue disciplinary action or dismissal, take legal action or pursue any other available remedies available to the Company. This Agreement and the Policy shall not replace, and shall be in addition to, any rights of the Company to recoup Awards from
its executive officers under applicable laws and regulations. 
 2. NON-SOLICITATION 

(a) Employee agrees that, both while employed by Company and for one year afterward, Employee will not solicit or attempt to solicit any
Company employee to leave his or her employment with Company or to violate the terms of any agreement or understanding that Employee may have with Company. The foregoing obligations apply to both direct and indirect actions on Employee’s part,
and applies to actions taken for Employee’s own benefit, as well as to actions intended to benefit any other person, business or entity. 







 (b) For one year after termination of employment with Company, Employee will not participate
in any solicitation of any customer or prospective customer of Company concerning any business that: 
 (i)
involves the same programs or projects for that customer in which employee was personally and substantially involved during the 12 months prior to termination of employment; or 

(ii) has been, at any time during the 12 months prior to termination of employment, the subject of any bid, offer or
proposal activity by Company in respect of that customer or prospective customer, or any negotiations or discussions about the possible performance of services by Company to that customer or potential customer, in which Employee was personally and
substantially involved. 
 In the case of a governmental, regulatory or administrative agency, commission, department or other governmental
authority, the customer or prospective customer will be determined by reference to the specific program offices or activities for which Company provides (or may reasonably provide) goods or services. 

3. MISCELLANEOUS 

(a) Employee acknowledges that Employee’s execution of this Agreement is in consideration of, and is a condition to, the receipt by
Employee of future Awards from the Company; provided, however, that nothing in this Agreement shall be deemed to obligate the Company to make any Awards to Employee in the future. 

(b) This Agreement will be governed by and construed in accordance with the laws of the State of Virginia, without regard to the laws of
Virginia that would result in the application of the laws of any other state. This Agreement may be executed in two or more counterparts, and by facsimile and electronic transmission, each of which will be deemed to be an original but all of which,
taken together, shall constitute one and the same Agreement. 
 The parties have executed this Agreement effective as of the date first written
above. 
  

									
	EMPLOYEE	    		 	SCIENCE APPLICATIONS INTERNATIONAL CORPORATION	    	
					
	  
	    		 	By:	 	  
	    	
	Signature	    		 		 	 Brian F. Keenan

Executive Vice President, Human Resources
	    	
					
	  
	    		 		 		    	
	Print Name	    		 		 		    	








 Appendix A 

Recoupment Policy 

adopted by the 

Human Resources and Compensation Committee 

of SAIC, Inc. and Science Applications International Corporation 

This recoupment policy (“Policy”) of the Human Resources and Compensation Committee (“Committee”) describes the general principles
the Committee will apply in exercising its discretion to require covered compensation to be repaid to the Company in the event of: 
  

	 	•	 	 A material restatement of the Company’s financial or operating results upon which the compensation was originally paid, regardless of Detrimental
Conduct (as defined below); or 


  

	 	•	 	 Fraud or intentional misconduct, regardless of whether related to a restatement of financial results, if the fraud or intentional misconduct has a
negative impact on the Company’s financial condition or results of operations or results in serious reputational harm to the Company (“Detrimental Conduct”). 



This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief
Executive Officer and Chief Financial Officer. 
 Covered Employees 

This Policy applies to the following employees of the Company and its subsidiaries: 

 

	 	•	 	 Officers subject to Section 16 of the Securities Exchange Act; 



 

	 	•	 	 Executives who report directly to the Company’s Chief Executive Officer; 



 

	 	•	 	 Business Unit General Managers; 


  

	 	•	 	 Other employees designated by the Committee from time to time; and 



 

	 	•	 	 Employees involved in Detrimental Conduct. 



Amount of Compensation 
 In the case of a
material restatement, the amount of compensation that is recoverable from a covered employee will not exceed the difference between: 
  

	 	i.	The amount of all annual short-term cash incentives paid to the covered employee after the adoption of this Policy plus the value of all performance shares issued after
the adoption of this Policy, and 

  

	 	ii.	The amount of all such annual short-term cash incentives and the value of performance shares issued that would have been made or issued based on the restated financial
results. 

 In cases of Detrimental Conduct, the amount of compensation that is recoverable from the employee who committed the
Detrimental Conduct will not exceed the amount, whether or not deferred, of: (i) all annual short-term cash incentives paid; (ii) performance shares issued; (iii) all stock that vests under other equity awards; (iv) gains
realized upon the exercise of stock options; and (v) gains realized upon the subsequent sale of vested stock and shares acquired on the exercise of stock options, in each case during the period subsequent to Detrimental Conduct or within 24
months prior to the commencement of the Detrimental Conduct, whichever is greater. 







 Forms of Recovery 

The Company may seek recovery of the amount of compensation from any of the following sources, in addition to other remedies it may have (e.g., legal
action): 
  

	 	•	 	 Incentive compensation paid or awarded after the adoption of this Policy, whether or not deferred, including: (i) all annual short-term cash
incentives paid; (ii) performance shares issued after the adoption of this Policy; (iii) stock vesting under equity awards made after the adoption of this Policy; (iv) gains realized upon the exercise of stock options awarded after
the adoption of this Policy; and (v) gains realized upon the subsequent sale of vested stock or shares acquired on the exercise of stock options referred to in (ii) through (iv) above; 



 

	 	•	 	 Future payments of incentive compensation; 


  

	 	•	 	 Cancellation of outstanding equity awards; and 


  

	 	•	 	 Reduction in or cancellation of future equity awards 



In addition, in cases of Detrimental Conduct, Company may seek recovery of such amount from any of the above sources even if paid or awarded prior to the
adoption of this Policy. 
 Covered Period 

In cases not involving Detrimental Conduct, the repayment obligation expires unless steps have been taken to restate financial statements by the end of
the third year following the fiscal year in question. 
 For cases involving Detrimental Conduct, the repayment obligation expires six years
after the act of Detrimental Conduct. 
 Enforcement and Interpretation 

The Human Resources and Compensation Committee shall be responsible for enforcement and interpretation of this Policy in its sole
discretion, subject to the applicable plan and award agreements and to applicable laws and regulations. In determining the amount and form of recovery to pursue, the Committee may consider such factors as it deems relevant, including without
limitation, the factors contributing to the need for a restatement, the nature and severity of Detrimental Conduct, legal and tax considerations and other facts and circumstances relating to a particular case. 

Adopted June 18, 2009