Exhibit 10.2


 


	
  

  	
  Management Stock

  Compensation Plan

  



 


Stock
Restriction Agreement


 


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


 


a.               Participant is a Participant in the Science
Applications International Corporation Management Stock Compensation Plan (“Plan”).


 


b.              Participant has elected pursuant to Section
6.1 of the Plan to have Participant’s Account distributed upon the termination
of Participant’s employment with the Company pursuant to the terms of the Plan.


 


c.               In order for such election to be effective,
Participant is required to enter into this Agreement relating to the Company’s
right of repurchase of shares of the Company Class A Common Stock (the “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 upon the termination of Participant’s
employment with the Company 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 of Participant’s termination of employment with the Company
pursuant to the terms of the Plan (“Termination Date”) to two hundred ten (210)
days after the Termination Date.


 


(b)         After two hundred ten (210) days after the Termination 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 Termination 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 Termination Date and the Company shall pay for such shares in cash or by
Company check within three hundred (300) days after the Termination 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 to: Beth Bell,
Mullin Consulting, Inc. 644 S Figueroa St. Los Angeles, CA 90017