Exhibit
10.2


 


[LOGO]


Science
Applications International Corporation


An Employee-Owned
Company


 


VIA FEDERAL
EXPRESS


 


 


October
3, 2003


 


Mr. Kenneth C. Dahlberg


36
Alexander Street


Alexandria,
Virginia 22314


 


Dear Mr. Dahlberg:


 


Should
you accept the offer of employment with SAIC, a recommendation will be
submitted to the Bonus Compensation Committee of the Board of Directors
requesting that you be awarded 104,919 shares of SAIC’s vesting Class A Common Stock. (1) This award recognizes the forfeiture of
the restricted stock and unvested option shares granted to you by your current
employer.  The award of vesting
stock would be on the terms set forth in the sample Stock Restriction
Agreement.  If the recommendation is
approved, the appropriate number of shares will be credited to your account and
a Stock Restriction Agreement for the shares will be forwarded as soon as
practicable after your date of hire. 
This Agreement will need to be signed and returned within 120 days from
the award date or the award of vesting shares will be forfeited. The value of
your award may vary depending upon the Formula Price of the stock in effect
when the stock is issued.  Currently,
the Formula Price is $30.50 per share and is scheduled to be
re-evaluated on October 10, 2003.  The calculation
of the Formula Price is described in the Prospectus, which will be provided to
you during your new employee orientation. Except for applicable state and
Federal taxes, this stock will be awarded at no cost to you.


 


A
recommendation will also be submitted to the Stock Option Committee of the
Board of Directors requesting that you be granted a vesting option to
purchase up to 225,000 shares of SAIC’s Class A Common Stock. (2)  The
exercise price of such option will be the Formula Price in effect on the
October 2003 quarterly trade date.  If
the recommendation is approved, an option agreement will be forwarded to you.


 


You
will be eligible to participate in the long-term incentive compensation plan
referred to in your employment offer letter. 
Your annual long-term bonus for SAIC fiscal year 2005 (FY05)
ending in January 2005 will be awarded in the form of a vesting option to
purchase shares.  The number of option
shares granted at target for FY05 will be equal to $5,300,000 divided by the
Formula Price in effect when the option is granted.


 


In
addition, a recommendation will be submitted to the Operating Committee of the
Board of Directors requesting that you be given the opportunity to subscribe to purchase up
to 20,000 shares of SAIC’s Class A Common Stock in the Limited
Market and, contingent upon such purchase, to receive a vesting option for up
to 60,000
shares of SAIC’s Class A Common Stock (three options for every share you purchase).  If the recommendation is approved, a formal
offer will be forwarded to you along with information on how to acquire the
shares approximately three weeks prior to the trade date.  This opportunity to subscribe to purchase
the SAIC Class A Common Stock as described above would be limited to the first
four trade dates following your start date. 
The acquisition price of the stock and the exercise price of the option
will be the Formula Price in effect when you purchase the stock.


 












(1)           This award may be deferred in the
SAIC Key Executive Non-Qualified Deferred Compensation Plan.  In order
to defer your stock and/or vesting stock you must complete the enclosed
deferral forms and return them to Bernie Theule before your first day of work.


 


(2)           The
option will be granted pursuant to the 1999 Stock Incentive Plan, which will be
provided to you when you start work.


 


10260 Campus Point Drive, San Diego, CA 92121-1578
(858) 826-6000


 

















 


SAIC
Class A Common Stock is subject to certain restrictions described Article
Fourth of SAIC’s Certificate of Incorporation, which will be provided at the
new hire orientation.  Any offer will be
based on the Prospectus. If you have any questions regarding the acquisition of
SAIC’s securities, please contact SAIC’s Stock Programs Department at (800) 785-7764
in San Diego, California.


 


Very
truly yours,


 


SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION


 


 


	
  /s/
  Nancy Walker

  	
   

  
	
  Nancy
  Walker

  
	
  Paralegal

  



 


 


BT


 


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