Exhibit 10.5


 


	
  

  	
  Key Executive

  Stock Deferral Plan

  



 


Stock
Restriction Agreement


 


This Stock Restriction Agreement (the “Agreement”) is made and entered
into this          day of                       ,
2003, by and between                                          (“Participant”)
and Science Applications International Corporation (the “Company”) with
reference to the following facts:


 


a.               Participant desires to become a Participant
in the Science Applications International Corporation Key Executive Stock Deferral
Plan (“Plan”) and has been determined to be eligible to become a Participant by
the Plan’s Deferral Authority.


 


b.              Participation in the Plan is specifically
conditioned on the Participant entering into an agreement with SAIC relating to
SAIC’s right of repurchase of shares of SAIC Class A Common Stock (“Company
Stock”) potentially distributable to Participant under the terms of the Plan.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.               Participant acknowledges and agrees that the
Company Stock is subject to the rights, restrictions and limitations set forth
in Article Fourth of Restated Certificate of Incorporation of Science
Applications International Corporation (“Certificate”).


 


2.               In addition to the rights, restrictions and
limitations set forth in Article Fourth of the Certificate, any shares of the
Company Stock distributed to Participant under the Plan shall be subject to the
Company’s additional right of repurchase on the terms and conditions set forth
below.


 


3.               The Company’s right of repurchase shall be
identical to that provided under ARTICLE FOURTH of the Certificate, except as
follows:


 


(a)          The Company shall have no right to repurchase shares of Company Stock
distributed to Participant under the terms of the Plan during the period of
time from the date such shares are distributed to Participant pursuant to the
terms of the Plan (“Distribution Date”) to two hundred ten (210) days after the
Distribution Date.


 


(b)         After two hundred ten (210) days after the Distribution Date, the
Company shall have the right to repurchase such shares. The period for
providing notice of the Company’s exercise of the right of repurchase shall
expire two hundred seventy (270) days after the Distribution Date.


 


(c)          If the Company elects to repurchase the shares, the price shall be the
Formula Price in effect on the date which is two hundred ten (210) days after
the Distribution Date and the Company shall pay for such shares in cash or by
Company check within three hundred (300) days after the Distribution Date.


 


4.               In all respects, other than those set forth
in paragraph 3 above, the Company’s additional right of repurchase shall be
governed by the terms of the ARTICLE FOURTH of the Certificate, and entering
into this Agreement shall in no way represent a waiver of the Company’s right
of repurchase under the Certificate, rather only an addition to such right.


 


5.               All other restrictions on the Company Stock
set forth in ARTICLE FOURTH of the Certificate or otherwise shall remain in
full force and effect.


 


6.               Defined terms used herein and not otherwise
defined shall have the meaning set forth for such terms in the Plan.


 


 


	
  Executed this

  	
   

  	
   day of

  	
   

  	
  ,

  	
   

  	
  .

  	
   

  	
   

  
	
   

  	
  Participant Signature

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lucy K. Moffitt 

  	
  Participant Social Security #

  
	
   

  	
  Science Applications International Corporation

  	
   

  
											



 


Return form in envelope
provided to: Beth Bell, Mullin Consulting, Inc. 644 S Figueroa St. Los Angeles,
CA 90017