Exhibit 10(h)
ALUMNI STOCK AGREEMENT
This Alumni Stock Agreement ("Agreement") dated _____________, is made by
and between ______________ ("Alumni") and Science Applications International
Corporation, a Delaware corporation ("SAIC").
RECITALS
WHEREAS, Alumni was employed by SAIC until _______________ (the "Termination
Date"); and
WHEREAS, as of the Termination Date, Alumni is at least 59 1/2 years old and
has been employed by SAIC or its affiliates for at least ten (10) years; and
WHEREAS, pursuant to Article FOURTH of SAIC's Certificate of Incorporation,
SAIC has the right to repurchase all shares of SAIC Class A Common Stock owned
by Alumni which were issued after October 1, 1981 and all shares of SAIC Class A
Common Stock which Alumni has the right to obtain pursuant to SAIC's benefit
plans, option agreements or other contractual agreements at the time Alumni
terminated Alumni's employment with SAIC (the "Alumni Shares") at the Formula
Price in effect on the Termination Date; and
WHEREAS, pursuant to Article FOURTH of SAIC's Certificate of Incorporation,
in order to exercise its right to repurchase the Alumni Shares, SAIC must
provide written notice to Alumni at Alumni's address of record within sixty (60)
days after the Termination Date; and
WHEREAS, the parties hereto desire to extend the time of SAIC's right to
repurchase the Alumni Shares until sixty (60) days after Repurchase Date (as
defined herein); and
WHEREAS, pursuant to Article FOURTH of SAIC's Certificate of Incorporation,
all transfers of SAIC Class A Common Stock require the prior written approval of
SAIC, other than sales in the limited market maintained by Bull, Inc.
NOW, THEREFORE, the parties agree as follows:
1. SAIC's right to repurchase the Alumni Shares shall be extended to sixty
(60) days after the Repurchase Date (the "Deferral Period"). For purposes of
this Agreement, the "Repurchase Date" is defined as (a) the five-year
anniversary of the Termination Date or (b) the date of death of Alumni,
whichever occurs first.
2. In the event SAIC elects to exercise its right to repurchase the Alumni
Shares, SAIC shall provide written notice to Alumni at Alumni's address of
record within sixty (60) days after the earlier to occur of (a) the five-year
anniversary of the Termination Date or (b) the date notice of death of Alumni is
provided to SAIC, as the case may be.
3. Such right of repurchase shall be at the Formula Price in effect on the
Repurchase Date.
4. Payment for the repurchase of the Alumni Shares will be made by corporate
check.
5. During the Deferral Period, all transfers of the Alumni Shares (other
than sales in the limited market) will be prohibited other than a) transfers to
charities, b) transfers to a trust for the benefit of Alumni or Alumni's family
in which the Alumni is a trustee and c) transfers to a joint account held solely
by the Alumni and Alumni's then current spouse. In the event of a transfer to a
charity, the charity will be required to enter into an agreement which provides
SAIC the right to repurchase such shares at any time. In the event of a transfer
to a family trust or to a joint account, the trustee(s) of the trust or the
spouse will be required to enter into an Alumni Agreement to cover the shares
being transferred.
6. The parties acknowledge and agree that this Agreement only covers the
Alumni Shares and specifically does not cover any shares of SAIC Class A Common
Stock affiliated with Alumni's account (e.g., shares transferred to Alumni's
family members other than that set forth below) as of the Termination Date;
provided, however, shares held as of the Termination Date by a trust for the
benefit of Alumni or Alumni's family in which the Alumni is a trustee and shares
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held as of the Termination Date in a joint account held solely by the Alumni and
Alumni's current spouse are eligible for deferral under a separate Alumni
Agreement entered into by the trustee(s) of such trust or the spouse.
7. In the event that any Alumni Shares are required to be transferred to the
Alumni's former spouse or any other person as a result of the dissolution or
marriage or other reasons, such shares required to be transferred may not be
held for the remainder of the Deferral Period and will be subject to repurchase
by SAIC within sixty (60) days after SAIC receives written notice of the
requirement to transfer such shares ("Transfer Notice Date"). In the event SAIC
elects to exercise its right to repurchase the shares required to be
transferred, SAIC shall provide written notice to Alumni at Alumni's address of
record within sixty (60) days after the Transfer Notice Date. Such right of
repurchase shall be at the Formula Price in effect as of the date of the court
order or other document which requires the transfer of the Alumni Shares.
Payment for the repurchase of the shares required to be transferred will be made
by corporate check.
8. Shares of stock which have been purchased by a stock purchase loan
guaranteed by SAIC are only eligible for deferral by the Alumni if the loan has
been paid off prior to the Termination Date.
9. Except as specifically set forth herein, all other provision of SAIC's
Restated Certificate of Incorporation shall remain in full force and effect.
10. This Agreement constitutes the final, complete and exclusive agreement
and understanding of the parties hereto in respect of the subject matter
contained herein, and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by an officer, employee or representative of any party hereto.
11. This Agreement shall be deemed to have been entered into in the State of
California, and all questions of the validity, interpretation, or performance of
any of its terms or of any rights or obligations of the parties to this
Agreement shall be governed by California law.
12. This Agreement may be amended, modified and supplemented only by written
agreement between the parties hereto which states that it is intended to be a
modification of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By:
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X. X. Xxxxx
Corporate Executive Vice President
and Secretary
Date:
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"Alumni"
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Signature
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Printed Name
Date:
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