Exhibit 10.1
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This ASSIGNMENT AND ASSUMPTION
AGREEMENT (“Agreement”) is entered into as of
October 16, 2006 by and between Science Applications
International Corporation, a Delaware corporation (“Old
SAIC”) and SAIC, Inc., a Delaware corporation (“New
SAIC”).
RECITALS
WHEREAS, Old SAIC, New SAIC and SAIC
Merger Sub, Inc. are parties to a certain Agreement and Plan of
Merger, as amended and restated as of July 24, 2006
(“the Merger Agreement”), pursuant to which
(i) Old SAIC will become a wholly-owned subsidiary of New SAIC
and (ii) each share of outstanding Old SAIC common stock will
be converted into the right to receive shares of New SAIC class A
preferred stock;
WHEREAS, in connection with the
execution of the Merger Agreement and the consummation of the
transactions contemplated thereby, Old SAIC and New SAIC have
agreed that New SAIC will assume and agree to perform certain
obligations of Old SAIC, which obligations include those with
respect to the agreements listed on Schedule A hereto
(collectively, the “Assumed Agreements”);
NOW, THEREFORE, in consideration of
the premises and the covenants and agreements contained in this
Agreement, and intending to be legally bound hereby, Old SAIC and
New SAIC hereby agree as follows:
ASSIGNMENT AND
ASSUMPTION
1. Assignment . Old SAIC
hereby assigns to New SAIC all of its rights and obligations under
the Assumed Agreements.
2. Assumption . New SAIC
hereby assumes all of the rights and obligations of Old SAIC under
the Assumed Agreements and agrees to abide by and perform all
terms, covenants and conditions of Old SAIC under such Assumed
Agreements. In addition, New SAIC agrees that to the extent that
any of the Assumed Agreements contains a provision with respect to
a “change of control”
