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EXHIBIT 4(W)
ALUMNI STOCK AGREEMENT
This ALUMNI Stock Agreement ("Agreement") dated _________, 199_, 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, 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 IV of SAIC's Certificate of
Incorporation, SAIC has the right to repurchase all shares of SAIC Class A
Common Stock owned by ALUMNI or affiliated with ALUMNI's account 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 IV 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 the five year
anniversary of the Termination Date;
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 five year anniversary of the Termination Date.
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 five year anniversary of the
Termination Date.
3. Such right of repurchase shall be at the Formula Price in
effect on the five year anniversary of the Termination Date.
4. Payment for the repurchase of the ALUMNI Shares will be made
by corporate check. ALUMNI agrees to provide SAIC with the share certificates
representing the ALUMNI Shares, or with a Lost Certificate Affidavit for the
ALUMNI Shares.
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5. 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.
6. 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.
7. Subject to applicable law, 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:_______________________________________
X. X. Xxxxx
Senior Vice President
for Administration
"ALUMNI" __________________________________________
Signature
__________________________________________
Printed Name
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