Exhibit
10.1


 


SCIENCE
APPLICATIONS INTERNATIONAL CORPORATION


 


1984
BONUS COMPENSATION PLAN

COVER SHEET TO

BONUS COMPENSATION STOCK RESTRICTION AGREEMENT AND CONFIRMATION


 


	
  Name

  	
  Account
  Number:

  	
   

  
	
  Address

  	
  Shares
  of Bonus Stock:

  	
   

  
	
  Address

  	
  Commencement
  Date:

  	
   

  



 


Science Applications
International Corporation, a Delaware corporation (the “Company”), hereby
grants to the undersigned stockholder (“Stockholder”) shares of its Class A
Common Stock, $.01 par value per share (“Bonus Stock”).  This grant is specifically conditioned upon
the Stockholder executing and returning this Cover Sheet to the Stock Programs
Department of the Company within 120 days from the Commencement Date.  The terms and conditions of the grant of
Bonus Stock are set forth in this Cover Sheet, in the attached Agreement and in
the Company’s 1984 Bonus Compensation Plan (the “Plan”).


 


BY
SIGNING THIS COVER SHEET, YOU VOLUNTARILY AGREE TO ALL OF THE TERMS AND
CONDITIONS SET FORTH IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED.


 


THIS
COVER SHEET MUST BE SIGNED AND RETURNED WITHIN 120 DAYS OR THE BONUS STOCK WILL
BE FORFEITED AND THE AGREEMENT WILL BE NULL AND VOID.


 


PLEASE SIGN AND RETURN
THIS COPY TO THE STOCK PROGRAMS DEPARTMENT. 
A COPY WILL BE RETURNED TO YOU UPON RECEIPT OF THIS COVER SHEET.


 


 


	
  Stockholder

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
  (Date)

  
				



 





















 


SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION


 


BONUS COMPENSATION STOCK
RESTRICTION AGREEMENT


 


THIS BONUS COMPENSATION STOCK RESTRICTION AGREEMENT (“Agreement”) is
entered into by and between SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a
Delaware corporation (“SAIC” or the “Company”), and the stockholder set forth
on the Cover Sheet hereto (“Stockholder”), who is affiliated with the Company or
an Affiliate as an employee or director.


 


WHEREAS, subject to the Stockholder executing and returning the Cover
Sheet of this Agreement to the Company’s Stock Programs Department within 120
days from the Commencement Date, the Company has agreed to provide to the
Stockholder the Bonus Stock stated on the Cover Sheet, and Stockholder has
agreed that the ownership interest in such Bonus Stock shall be subject to the
terms and conditions hereinafter set forth. 
In the event Stockholder fails to execute and return the Cover Sheet as
provided above, the Bonus Stock will be forfeited and this Agreement shall be
null and void.


 


NOW, THEREFORE, in consideration of the foregoing, the parties have
agreed to the following:


 


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 Plan.


 


“Affiliate” shall mean:  (i) any Subsidiary; and (ii) any other entity
in which the Company has an equity interest or significant business
relationship and which has been designated as an “Affiliate” by the Committee
for purposes of the Plan.


 


“Article Fourth” shall mean Article Fourth
of the Company’s Restated Certificate of Incorporation, as amended.


 


“Bonus Stock” shall mean the number of
shares of SAIC Class A common stock stated in the Cover Sheet that are being
provided to Stockholder pursuant to the Plan and the terms and conditions of
this Agreement.


 


“Commencement Date” shall mean the
Commencement Date shown on the Cover Sheet.


 


“Committee” shall have the meaning as
defined in the Plan.


 


“Cover
Sheet” shall mean the cover sheet to this Agreement, which is the
first page of this Agreement.


 


“Executive Officer” shall mean an executive officer of the
Company named pursuant to Section 16 of the Exchange Act of 1934, as
amended.


 


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“Permanent Disability” shall mean shall
mean 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.


 


“Plan” shall mean the Company’s 1984
Bonus Compensation Plan.


 


“Special Retirement” shall mean any of
the following:  (i) when Stockholder
retires after reaching age 591⁄2  and has
at least ten (10) years of service with the Company or an Affiliate; (ii) any
time after age 591⁄2  when Stockholder’s
age plus years of service with the Company or an Affiliate equals at least 70;
or (iii) if Stockholder is a director of the Company or an Executive Officer at
retirement, when Stockholder retires after reaching the applicable mandatory
retirement age, regardless of years of service with the Company.


 


“Subsidiary”
means any company during
any period in which it is a “subsidiary corporation” as that term is defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, or any
successor thereto, with respect to the Company.


 


“Years of Service” shall be construed in
accordance with the use of such term in the Company’s Administrative Policy SH-2, as such policy may be revised from time to time.


 


                        2.               VESTING SCHEDULE; BONUS STOCK
SUBJECT TO REVERSION.  Except in the event of death, Permanent
Disability or Special Retirement, any unvested shares of Bonus Stock
automatically shall revert to the Company without compensation on the date that
Stockholder’s affiliation with the Company or any Affiliate as an employee or
director terminates, or if Stockholder is an employee or director 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, in
accordance with the following vesting schedule:


 


(a)          Prior to the first-year anniversary of the Commencement Date of this
Agreement, all of the Bonus Stock shall be subject to reversion.


 


(b)         After the first-year anniversary of the Commencement Date, 20% of the
Bonus Stock shall be vested and no longer subject to reversion.


 


(c)          After the second-year anniversary of the Commencement Date, an
additional 20% of the Bonus Stock shall be vested and no longer subject to
reversion.


 


(d)         After the third-year anniversary of the Commencement Date, an
additional 20% of the Bonus Stock shall be vested and no longer subject to
reversion.


 


(e)          After the fourth-year anniversary of the Commencement Date, the final
40% of the Bonus Stock shall be vested and none of the Bonus Stock shall be
subject to reversion.


 


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The Company does not issue fractional shares and if the application of
the foregoing vesting schedule results in a fraction of a share being
vested, such fractional shares shall be deemed to be subject to reversion, as
described below.  Stockholder shall not
sell, transfer, assign, hypothecate, pledge, grant a security interest in, or
in any other way alienate, any of the unvested shares of Bonus Stock subject to
reversion, or any interest or right therein.


 


3.               EFFECT OF REVERSION; RETURN OF
STOCK CERTIFICATE(S).  If shares of Bonus Stock revert in accordance
with the terms of this Agreement, such shares automatically shall be deemed to
have been transferred to the Company, shall no longer be outstanding and all
rights of Stockholder shall terminate immediately with respect to such
shares.  If the shares of Bonus Stock are
held in electronic form, Stockholder agrees that any reverted shares shall be
deducted from Stockholder’s account and canceled.  If Stockholder holds physical stock
certificates, Stockholder agrees in the event of reversion to promptly return
the stock certificates(s) representing the reverted shares to the Company.  Upon return of such stock certificate(s), the
Company will issue a new stock certificate to Stockholder for the vested
shares, if any, to the extent that they are not repurchased by the Company
pursuant to its right to repurchase as set forth in this Agreement or in Article Fourth.  Notwithstanding the foregoing, if Stockholder
has not returned such stock certificate(s) within sixty (60) days following the
date the Bonus Stock reverted to the Company, in whole or in part, Stockholder
hereby appoints the Company or its agents to take all such action needed to
effect the cancellation of such stock certificate(s).


 


4.               ACCELERATION OF VESTING UPON
DEATH OR PERMANENT DISABILITY.  Upon the death or Permanent Disability of the
Stockholder:  (i) while affiliated with the
Company or any Affiliate as an employee or director; or (ii) following a
Special Retirement, all of the Bonus Stock shall become fully vested.


 


5.               CONTINUATION OF VESTING UPON SPECIAL
RETIREMENT.  If Stockholder is a director of the Company
or an Executive Officer and Stockholder’s affiliation with the Company or any Affiliate
terminates as a result of Stockholder’s Special Retirement, any unvested shares
of Bonus Stock shall continue to vest in accordance with the vesting schedule set
forth in Section 2 above.  If
Stockholder is not a director of the Company or an Executive Officer and
Stockholder’s affiliation with the Company or an Affiliate terminates as a
result of Stockholder’s Special Retirement, unvested shares of Bonus Stock that
Stockholder has held at least twelve (12) months prior to the date of Special
Retirement shall continue to vest in accordance with the vesting schedule set
forth in Section 2 above, and any unvested shares of Bonus Stock that
Stockholder did not hold at least twelve (12) months prior to the date of
Special Retirement shall revert to the Company, as described in Section 3
above.  Notwithstanding anything to the contrary above, all unvested
shares of Bonus Stock shall revert to the Company in the event that Stockholder
violates the terms of his or her inventions, copyright and confidentiality
agreement with the Company or breaches his or her other contractual or legal
obligations to the Company.


 


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6.               COMPANY RIGHT OF REPURCHASE
IN EVENT OF SPECIAL RETIREMENT.  In addition to any other rights the
Company may have pursuant to Article Fourth or any Company repurchase
deferral program, the Company shall have the right to repurchase all or any portion
of the Bonus Stock that continues to vest in the event of a Special
Retirement.  The Company may exercise its repurchase right within sixty
(60) days of the first, second, third and fourth anniversaries of the
Commencement Date.  The Company shall
exercise its repurchase right hereunder by giving Stockholder written notice of
the number of shares of Bonus Stock that the Company desires to repurchase.  The purchase price for the Bonus Stock shall
be the Formula Price (as defined in the Plan) in effect on the Commencement
Date anniversary immediately preceding the date on which the Company exercises
its right of repurchase.  The Company shall pay for such shares in cash,
by Company check or via electronic transfer within ninety (90) days of such
Commencement Date anniversary.  The Company may exercise its repurchase right on one or multiple Commencement
Date anniversary periods with respect to all or any portion of the Bonus Stock.


 


7.               FORFEITURE OF STOCK.  In
the event Stockholder fails to execute and return the Cover Sheet to this
Agreement within 120 days from the Commencement Date, the Bonus Stock granted
pursuant to this Agreement shall be forfeited.


 


8.               TAX WITHHOLDING.  If
the Company is required to withhold any federal, state, local or other taxes
upon the vesting or any acceleration of vesting of the Bonus Stock and the
Stockholder has not provided cash or a check to the Company or made
arrangements for payroll deductions in an amount sufficient to meet this
obligation at the time of vesting or acceleration of vesting, Stockholder
agrees that the Company has the right to repurchase a sufficient number of
shares of Bonus Stock at the then current Formula Price (as defined in the
Plan) to meet the withholding obligation based on the minimum rates required by
law.


 


9.               RIGHTS, RESTRICTIONS AND
LIMITATIONS.  All shares of Bonus Stock
issued to Stockholder pursuant to this Agreement are subject to the rights,
restrictions and limitations set forth in Article Fourth.


 


10.         RESTRICTIONS UNDER SECURITIES LAW.  All shares of Bonus Stock
covered by 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.


 


11.         INVESTMENT.  Stockholder agrees that any and all shares of
Bonus Stock acquired hereunder shall be acquired for investment and not for
distribution.


 


12.         EMPLOYMENT AT WILL.


 


(a)          If Stockholder is an employee or consultant of the Company or an
Affiliate, such employment or affiliation is not for any specified term and may
be terminated by employee or by the Company or an Affiliate at any time, for
any reason, with or


 


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without cause and with or without notice. 
Nothing in this Agreement (including, but not limited to, the vesting of
the Bonus Stock pursuant to the schedule set forth in Section 2
herein), 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 Stockholder 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
Stockholder at will and without regard to any future vesting opportunity that
Stockholder may have.


 


(b)         Stockholder acknowledges and agrees that the right to continue vesting
in the Bonus Stock pursuant to the schedule set forth in Section 2 is
earned only by continuing as an employee or consultant at the will of the
Company or as a director (not through the act of being hired, being granted
this Bonus Stock 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”). 
Stockholder acknowledges and agrees that such a reorganization could
result in the termination of Stockholder’s relationship as an employee or
consultant to the Company or an Affiliate, or the termination of Affiliate
status of Stockholder’s employer and the loss of benefits available to
Stockholder under this Agreement, including but not limited to, the termination
of the right to continue vesting the Bonus Stock under this Agreement.  Stockholder further acknowledges and agrees
that this Agreement, the Plan, the transactions contemplated hereunder and the
vesting schedule set forth herein or any covenant of good faith and fair
dealing that may be found implicit in any of them do not constitute an express
or implied promise of continued engagement as an employee or consultant for the
term of this Agreement, for any period, or at all, and shall not interfere in
any way with Stockholder’s right or the Company’s right to terminate
Stockholder’s relationship as an employee or consultant at any time, with or
without cause and with or without notice.


 


13.         CAPITAL ADJUSTMENTS.  The Formula Price and number of shares of
Bonus Stock shall be appropriately adjusted for any increase or decrease in the
number of shares of stock which the Company has issued and outstanding
resulting from any stock split, stock dividend, combination of shares or any
other change, or any exchange for other securities or any reclassification,
reorganization, redesignation, recapitalization or otherwise.


 


14.         INCORPORATION OF BONUS COMPENSATION PLAN.  The
Bonus Stock granted hereby is granted pursuant to the Company’s 1984 Bonus
Compensation 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.


 


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15.         MISCELLANEOUS.  This Agreement contains the entire agreement
of the parties with respect to its subject matter.  This Agreement shall be binding upon and
shall inure to the benefit of the respective parties, the successors and
assigns of the Company, and to the heirs, legatees and personal representatives
of Stockholder.


 


16.         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.


 


17.         NOTICE OF RESTRICTION.  The parties agree that any stock
certificate(s) issued representing the Bonus Stock granted hereunder shall
contain a legend indicating that such stock is subject to the restrictions of
this Agreement.


 


18.         ALTERATIONS.  Stockholder acknowledges that signing the
Cover Sheet of this Agreement 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 signing the Cover Sheet of this Agreement, you
agree to all of the terms and conditions set forth above and in the Plan.


 


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