Form of Performance Share Award Agreement of 2006 Equity Incentive Plan



 Exhibit 10.9 
 SAIC, INC. 
 2006 EQUITY INCENTIVE PLAN 

PERFORMANCE SHARE AWARD AGREEMENT 
  

	
	BY ACCEPTING THE AWARD DESCRIBED IN THIS AGREEMENT, YOU VOLUNTARILY AGREE TO ALL OF THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE AWARD GRANT NOTICE AND IN THE PLAN.

 This Performance Share Award Agreement (this “Agreement”), effective as of the Grant Date (as defined
below), is between SAIC, Inc., a Delaware corporation (the “Company”), and Recipient (as defined below). 
 This Agreement sets
forth the terms and conditions applicable to the award granted to Recipient pursuant to the Award Grant Notice (as defined below) representing a right to receive a number of shares of the Company’s Common Stock (the “Shares”)
based on the extent, if any, to which the applicable Performance Goals (as defined below) have been achieved for the Performance Period (as defined below) (the “Performance Share Award”). 

1. DEFINITIONS. The following terms shall have the meanings as defined below. Capitalized terms used herein and not defined shall have the
meanings attributed to them in the Company’s 2006 Equity Incentive Plan (as may be amended from time to time, the “Plan”). 
 “Award Goal Notices” means the notices delivered to Recipient setting forth the Performance Goals for each fiscal year during the Performance Period, which are hereby made a part hereof
and incorporated by reference into this Agreement. 
 “Award Grant Notice” means the notice delivered to
Recipient concurrently with this Agreement and which is hereby made a part hereof and incorporated by reference into this Agreement. 
 “Determination Date” means the date following the end of the Performance Period (and within two and one-half months following the end of the Performance Period) on which the Committee
makes a final determination of whether and to what extent the Performance Goals set forth in the Award Goal Notices have been achieved for the entire Performance Period, as described in Section 3 hereof. 

“Executive Officer” means an officer of the Company designated as such for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended. 
 “Grant Date” means the effective date of the grant of the Performance
Share Award as set forth in the Award Grant Notice. 







 “Ineligible Position” means a position of employment with the Company or an
Affiliate that is not eligible to receive Performance Share Awards as determined by the Committee. 
 “Performance
Goals” means the goals approved by the Committee for each fiscal year during the Performance Period, to be set forth in the Award Goal Notices, which shall be used to determine whether, and to what extent, the Performance Share Award shall
be earned and therefore Shares shall be issued to Recipient after the Determination Date pursuant to this Agreement. 

“Performance Period” means the period of three fiscal years from fiscal year 20     through fiscal
year 20    , inclusive, based on the Company’s audited annual financial statements. The Performance Goals shall be set and measured for each fiscal year during the Performance Period. 

“Permanent Disability” means the status of disability determined conclusively by the Committee based upon certification
of disability by the Social Security Administration or upon such other proof as the Committee may require, effective upon receipt of such certification or other proof by the Committee. 

“Recipient” means the person granted a Performance Share Award as named in the Award Grant Notice who is affiliated with
the Company or an Affiliate as an employee. 
 “Section 409A” means Section 409A of the Code together with
the regulations promulgated thereunder. 
 “Target Shares” means the target number of Shares as set forth in
the Award Grant Notice. 
 “Special Retirement” means: (i) retirement by the Recipient
after reaching age 59 1/2 with at least ten
(10) years of service with the Company or an Affiliate; (ii) retirement by the Recipient after reaching age 59 1/2 and Recipient’s age plus years of service with the Company or an Affiliate equals at least 70; or (iii) if the Recipient is an Executive Officer at the time of
retirement, retirement after reaching age 65 by the Recipient, regardless of years of service with the Company. For Special Retirement purposes, years of service shall mean the period of service determined conclusively by the Committee.

 2. PERFORMANCE SHARE AWARD SUBJECT TO TERMINATION. Except in the event of death, Permanent Disability or Special
Retirement as set forth below, the Performance Share Award shall be terminated automatically without compensation and no Shares shall be issued to Recipient pursuant to this Agreement if, prior to the end of the Performance Period, Recipient’s
employment with the Company or any Affiliate terminates, or if Recipient is an employee of an Affiliate and such entity ceases to be an Affiliate, whether by Committee action or otherwise, on the date such entity ceases to be an Affiliate.


  
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 3. PERFORMANCE REQUIREMENTS. 

 

	 	a)	Performance Goals. Following the end of the Performance Period, the Committee shall determine whether and the extent to which each of the Performance Goals have
been achieved for the entire Performance Period and shall determine the number of Shares, if any, issuable to Recipient with respect to the level of achievement of each individual Performance Goal; provided that with respect to any
Performance Share Award to a “covered employee” within the meaning of Section 162(m) of the Code, the Committee shall have certified the achievement of the Performance Goals. The aggregate number of Shares potentially issuable to
Recipient with respect to all Performance Goals shall be between 0% and 150% of the number of Target Shares. If applicable, the Committee’s determinations with respect to the achievement of Performance Goals shall be based on the Company’s
financial results reported in its annual report on Form 10-K as filed with the SEC, subject to any adjustments made by the Committee in accordance with Section 3 (c) below. 


 

	 	b)	Committee Discretion to Reduce Performance Share Award. Notwithstanding satisfaction, achievement or completion of the Performance Goals set forth in the Award
Goal Notices (or any adjustments thereto as provided below), the number of Shares issuable hereunder may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.


  

	 	c)	Adjustment of Performance Goals. To the extent it is intended that this Performance Share Award comply with the performance-based exception to
Section 162(m) of the Code, the Committee shall make no adjustment to the Performance Goals set forth in the Award Goal Notices with respect to a “covered employee” within the meaning of Section 162(m) of the Code, including the
performance targets or the method of calculating the actual performance achieved relative to the Performance Goals, except to exclude the impact of (i) changes in accounting standards or adoption of any new accounting standards in accordance
with generally accepted accounting principles in the United States, (ii) changes in federal statutory corporate tax rates, and (iii) extraordinary or unusual gains or losses, events or circumstances over which the Company has no or limited
control, including the occurrence of any disaster, act of God or any other force majeure event. 

  

	 	d)	 Section 162(m). To the extent the Committee has determined that this Performance Share Award is intended to comply with the
performance-based exception to Section 162(m) of the Code and the Recipient is a 



  
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“covered employee” within the meaning of Section 162(m) of the Code, all actions taken hereunder (including without limitation any adjustments of Performance Goals or determination
of whether a Fundamental Transaction has occurred) shall be made in a manner which would comply with Section 162(m) of the Code. 

 4. ISSUANCE OF SHARES. 
  

	 	a)	Shares. Shares shall be issued, if and to the extent earned based on the achievement of the Performance Goals as determined by the Committee, on (or as promptly
as administratively practicable following) the Determination Date, and in no event later than ninety (90) days following the end of the Performance Period. 


 

	 	b)	Additional Shares as Dividend Equivalents. If the Company pays any cash dividends on its common stock, Recipient will be entitled to receive a number of
additional Shares (“Dividend Equivalents”) equal in value to the cash dividends that would have been paid on Shares earned and issued under this Agreement assuming that: (i) such Shares had been outstanding as of the record
date for such dividends declared on or after the Grant Date and prior to the issuance date of the Shares; and (ii) the amount of the Dividend Equivalents had been reinvested in additional shares of common stock as of the payment date of such
dividends. The number of additional Shares representing Dividend Equivalents shall be determined by (a) multiplying the dollar amount of the cash dividends paid per share of common stock by the number of Shares earned and issued under this
Performance Share Award (including additional Shares attributable to prior Dividend Equivalents) and (b) dividing such amount by the Fair Market Value of a share of common stock on the applicable dividend payment date. Shares representing
Dividend Equivalents will be subject to the same performance conditions and terms as the Shares originally subject to this Performance Share Award and will be distributed in shares of common stock when, and if, and to the extent that the Shares are
issued. The right to receive Dividend Equivalents will cease and be forfeited upon the forfeiture and cancellation of this Performance Share Award. 

  

	 	c)	 Taxes, Deferrals and Other Matters. As a condition to the issuance of Shares hereunder, Recipient must have satisfied his or her tax withholding
obligations as specified in this Agreement and must have completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of the Shares. In no event will the
Company be obligated to issue a fractional share. Notwithstanding the foregoing, (i) the Company shall not be obligated to deliver any Shares during any period when the Company determines that the issuance or the delivery of Shares hereunder
would violate any federal, state or other applicable laws and/or may issue Shares 



  
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subject to any restrictive legends that, as determined by the Company, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which Shares are issued
may include a delay (but not later than the next December 31st after the end of the Performance Period) in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters. If eligible, Recipient shall
be given the opportunity to elect to defer receipt of the Shares. Such deferral election shall be in accordance with the terms of the applicable non-qualified deferral plan of the Company or an Affiliate and the requirements of Section 409A and
subject to such additional terms and conditions as are set by the Committee. 

 5. PARTIAL PAYMENT ON CERTAIN EVENTS.

  

	 	a)	Disability, Special Retirement or Transfer to an Ineligible Position. 


 

	 	(i)	If Recipient ceases to be employed by the Company or an Affiliate as a result of Recipient’s Permanent Disability or Special Retirement and is not in an Ineligible
Position at the time of such event, Recipient shall remain eligible to receive, on (or as promptly as administratively practicable following) the Determination Date, a prorated portion of the Shares that would otherwise be issuable to Recipient
under the Performance Share Award in the absence of such employment termination based on the actual achievement of the Performance Goals for each fiscal year during the Performance Period in which Recipient remains so employed; provided that
the prorated amount for the year in which such termination of employment occurs shall be determined based on the ratio of (x) the number of days elapsed from the beginning of the fiscal year to the employment termination date over (y) the
number of days in the fiscal year (and not reflecting any shortening of the Performance Period as a result of a Fundamental Transaction as described below). 


 

	 	(ii)	 If Recipient is transferred to an Ineligible Position and either (i) remains employed by the Company or an Affiliate through the end of the
Performance Period or, if applicable, through the time of consummation of a Fundamental Transaction as set forth in Section 5(c) below, or (ii) ceases to be employed by the Company or an Affiliate at any time prior to the end of the
Performance Period as a result of Recipient’s Permanent Disability or Special Retirement, Recipient shall remain eligible to receive, on (or as promptly as administratively practicable following) the Determination Date, a prorated portion of
the Shares that would otherwise be issuable to Recipient under the Performance Share Award in the absence of such transfer to an Ineligible Position based on the actual achievement of the Performance Goals for each




  
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fiscal year during the Performance Period in which Recipient remained employed by the Company and not in an Ineligible Position; provided that the prorated amount for the year in which
Recipient transfers to an Ineligible Position shall be determined based on the ratio of (x) the number of days elapsed from the beginning of the fiscal year to the date of transfer to an Ineligible Position over (y) the number of days in
the fiscal year (and not reflecting any shortening of the Performance Period as a result of a Fundamental Transaction as described below). 

  

	 	(iii)	Notwithstanding the foregoing, Recipient shall not be entitled to any Shares under the Performance Share Award if Recipient: (i) fails to execute and deliver, no
later than ninety (90) days following the end of the Performance Period, a general release of claims if requested by, and in a form satisfactory to, the Company or an Affiliate, (ii) violates the terms of his or her inventions, copyright
and confidentiality agreement with the Company or an Affiliate, or (iii) breaches his or her other contractual or legal obligations to the Company or an Affiliate, including the non-solicitation obligations set forth in Section 13 of this
Agreement. 

  

	 	b)	Death. If Recipient’s employment with the Company and its Affiliates terminates due to the death of Recipient, then Recipient’s estate shall receive,
promptly after the date of death, a prorated portion of the Shares that Recipient would have been issued pursuant to the Performance Share Award based on the formula set forth in subsection (c) below as if a Fundamental Transaction had occurred
on such date of death. 

  

	 	c)	Change in Control of Company. If a Fundamental Transaction (as defined in the Plan) occurs prior to the end of the Performance Period while Recipient is employed
by the Company or an Affiliate or remains entitled to receive Shares pursuant to Section 5(a) above, the Performance Period shall be terminated and Recipient shall be entitled to receive, immediately prior to the consummation of such
Fundamental Transaction, the following number of Shares (the “CIC Earned Shares”): 

  

	 	(i)	If the Fundamental Transaction occurs following completion of one or more fiscal years in the Performance Period, the number of Shares earned by Recipient for each such
completed fiscal year based on the achievement of the applicable Performance Goals as determined by the Committee; plus 

  

	 	(ii)	If the Fundamental Transaction occurs prior to completion of any fiscal year in the Performance Period a number of Shares based on the achievement of the Performance
Goals for such fiscal year at the time of consummation of the Fundamental Transaction as determined by the Committee and prorated to reflect the portion of the fiscal year that has elapsed through the date of consummation of the Fundamental
Transaction (or, if Recipient earlier transfers to an Ineligible Position, through the date of such transfer). 


  
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 Notwithstanding the foregoing, if the Company determines that this Performance Share Award
is “deferred compensation” for purposes of Section 409A and is not eligible for any exemption from or exception to Section 409A, and that the Fundamental Transaction is not also a “change in ownership”, “change in
effective control” or a “change in the ownership of a substantial portion of the assets” of the Company under Section 409A, then the CIC Earned Shares (or a comparable amount of cash or acquiring company stock, depending on the
consideration received by Company stockholders on such Fundamental Transaction) shall only be issued to Recipient on the date such Shares would have been issued pursuant to Section 4 if a Fundamental Transaction had not occurred), unless this
Performance Share Award is terminated in a manner compliant with Section 409A. 
 6. TAX MATTERS. 

 

	 	a)	Tax Withholding. If the Company or an Affiliate is required to withhold any federal, state, local or other taxes upon the issuance of Shares or otherwise under
this Agreement, the Company shall withhold a sufficient number of Shares to meet the withholding obligation based on the minimum rates required by law; provided, however, that the Company may, in its sole discretion, sell a sufficient number of
Shares on behalf of Recipient to satisfy such obligations, accept payment to satisfy such obligations in the form of cash or delivery to the Company of Shares already owned by Recipient, withhold amounts from Recipient’s compensation, or any
combination of the foregoing or other actions as may be necessary or appropriate to satisfy any such tax withholding obligations. 

  

	 	b)	Section 409A. 

 (i) This Performance Share Award is intended to qualify for the short-term deferral exception to Section 409A of the Code (“Section 409A”) described in the regulations promulgated
under Section 409A to the maximum extent possible, and for the Determination Date (and issuance of Shares hereunder) to be within 2 and  1/2 months following the end of the Performance Period. 
 (ii) To the extent Section 409A is applicable to this Performance Share Award, this Performance Share Award is intended to comply with Section 409A and to be interpreted and construed consistent
with such intent. 
 (iii) With respect to any Recipient who is eligible for Special Retirement, this Performance
Share Award is intended to be paid on fixed payment dates under Sections 4(a) and 5 of this Agreement and such payments may not be accelerated except as set forth in Section 5(b) hereof or otherwise to the extent permitted under
Section 409A. 

  
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 (iv) Without limiting the generality of the foregoing, if Recipient is a
“specified employee” within the meaning of Section 409A, as determined under the Company’s established methodology for determining specified employees, on the date of Recipient’s termination of service at a time when this
Performance Share Award pursuant its terms would be settled, then to the extent required in order to comply with Section 409A, shares of Common Stock that would be issued under this Performance Share Award (or any other amount due hereunder) at
such termination of service shall not be issued before the first business day following the earlier of (x) the date that is six months following Recipient’s termination of employment and (y) the date of Recipient’s death.

 (v) For purposes of this Agreement, the terms “terminate,” “terminated”,
“termination” and “ceases to employed” and similar terms mean a termination of the Recipient’s employment that constitutes a “separation from service” within the meaning of the default rules of Section 409A.

 7. RIGHTS, RESTRICTIONS AND LIMITATIONS. Any Shares issued to Recipient pursuant to this Agreement are subject to the rights,
restrictions and limitations set forth in the Company’s Restated Certificate of Incorporation. Recipient shall not have the rights of a stockholder until Shares, if any, are issued following the Determination Date. The Performance Share Award
and rights under this Agreement may be not transferred by Recipient. 
 8. RESTRICTIONS UNDER SECURITIES LAW. The Performance Share Award
and Shares potentially issuable pursuant this Agreement are subject to any restrictions which may be imposed under applicable state and federal securities laws and are subject to obtaining all necessary consents which may be required by, or any
condition which may be imposed in accordance with, applicable state and federal securities laws or regulations. 
 9. EMPLOYMENT AT WILL.

  

	 	a)	Recipient’s employment or affiliation with the Company or an Affiliate is not for any specified term and may be terminated by Recipient or by the Company or an
Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement, the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall:
(i) confer upon Recipient any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions,
future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms
of this Agreement or Plan; or (iv) deprive the Company of the right to terminate Recipient at will and without regard to any future vesting opportunity that Recipient may have. 


  
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	 	b)	Recipient acknowledges and agrees that the right to receive Shares pursuant to this Agreement is earned, among other requirements, only by continuing as an employee at
the will of the Company (not through the act of being hired, being granted the Performance Share Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its
businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). Recipient acknowledges and agrees that such a reorganization could result in the termination of Recipient’s relationship as an
employee to the Company or an Affiliate, or the termination of Affiliate status of Recipient’s employer and the loss of benefits available to Recipient under this Agreement, including but not limited to, the termination of the right to receive
Shares under this Agreement. Recipient further acknowledges that if the Performance Goals are not met, it is possible that no Shares will be issued hereunder. 

 10. INCORPORATION OF PLAN. The Performance Share Award is granted pursuant to the Plan, all the terms and conditions of which are hereby made a part hereof and are incorporated herein by reference.
In the event of any inconsistency between the terms and conditions contained herein and those set forth in the Plan, the terms and conditions of the Plan shall prevail. 
 11. RECOUPMENT OF AWARDS. The Human Resources and Compensation Committee of the Company’s Board of Directors adopted a recoupment policy on June 18, 2009 (the “Policy”), that
may require members of senior management to return incentive compensation if there is a material restatement of the financial results upon which the compensation was originally based. The Policy also provides for recovery of incentive compensation
from any employee involved in fraud or intentional misconduct, whether or not it results in a restatement of the Company’s financial results. Recipient acknowledges and agrees that the Policy applies to the Performance Share Award and that any
payments or issuances of Shares are subject to recoupment pursuant to the Policy, including any amendments to the Policy and any recoupment obligations imposed by applicable law or regulation. This Agreement shall be deemed to include the
restrictions imposed by the Policy. 
 12. COPIES OF PLAN AND OTHER MATERIALS. Recipient acknowledges that Recipient has received copies
of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, electronically from the Company. Recipient acknowledges that copies of
the Plan, Plan prospectus, Plan information and stockholder information are also available upon written or telephonic request to the Company. Recipient acknowledges that a copy of the Policy referenced in Section 11 is available on ISSAIC, the
Company’s intranet, and is also available upon written or telephonic request to the Company. 

  
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 13. NON-SOLICITATION. 

 

	 	a)	Solicitation of Employees. Recipient agrees that, both while employed by the Company or an Affiliate and for one year afterward, Recipient will not solicit or
attempt to solicit any employee of the Company or an Affiliate to leave his or her employment or to violate the terms of any agreement or understanding that employee may have with the Company or an Affiliate. The foregoing obligations apply to both
the Recipient’s direct and indirect actions, and apply to actions intended to benefit Recipient or any other person, business or entity. 

  

	 	b)	Solicitation of Customers. Recipient agrees that, for one year after termination of employment with the Company or an Affiliate, Recipient will not participate
in any solicitation of any customer or prospective customer of the Company or an Affiliate concerning any business that: 

  

	 	(i)	involves the same programs or projects for that customer in which Recipient 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 the Company or an Affiliate in
respect of that customer or prospective customer, or any negotiations or discussions about the possible performance of services by the Company or an Affiliate to that customer or potential customer, in which Recipient 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 the Company or an Affiliate provides (or may reasonably provide) goods or
services. 
  

	 	c)	Remedies. Recipient acknowledges and agrees that a breach of any of the promises or agreements contained in this Section 13 will result in immediate,
irreparable and continuing damage to the Company for which there is no adequate remedy at law, and the Company or an Affiliate will be entitled to injunctive relief, a decree for specific performance, and other relief as may be proper, including
money damages. 


  
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 14. MISCELLANEOUS. This Agreement (together with the Award Grant Notice) contains the entire
agreement of the parties with respect to its subject matter, provided, however, that if Recipient and the Company are parties to an existing written agreement addressing the subject matter of Section 13, such agreement shall control with
respect to such subject matter until the termination thereof, at which time Section 13 shall control. This Agreement shall be binding upon and shall inure to the benefit of the respective parties, the successors and assigns of the Company, and
the heirs, legatees and personal representatives of Recipient. The parties hereby agree that should any portion of this Agreement be judicially held to be invalid, unenforceable, or void, such portion shall be construed by limiting and reducing it,
so as to be enforceable to the maximum extent compatible with the applicable law as is then in effect. 
 15. GOVERNING LAW. This
Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without reference to such state’s principles of conflict of laws. 
 16. ACKNOWLEDGMENT. Recipient acknowledges that the Performance Share Award constitutes full and adequate consideration for Recipient’s obligations under this Agreement, the acceptance of the
Performance Share Award constitutes an unequivocal acceptance of this Agreement and any attempted modification or deletion will have no force or effect on the Company’s right to enforce the terms and conditions stated herein. 

By accepting the Performance Share Award, you agree to all of the terms and conditions set forth herein and in the Plan.


  
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