Exhibit 10.1
VIA HAND
DELIVERY
June 19, 2009
Mr. Walter P.
Havenstein
Bethesda, MD 20814
Dear Walt,
I am pleased to offer you a position
as Chief Executive Officer for Science Applications
International Corporation (SAIC) 1 ,
reporting directly to the SAIC Board of Directors. If you accept
this position, you will also be nominated to membership on the
Board of Directors of SAIC. Your primary office location will be in
McLean, VA. Your weekly base salary will be $19,230.77, which is
equivalent to a rate of $1,000,000 per year. We would like
you to start work no later than Monday, September 21,
2009.
As a senior member of the SAIC
management team, you will be eligible to participate in our
incentive compensation plan, which has both a short-term and a
long-term component. Your target short-term performance bonus for
the SAIC fiscal year 2010 (FY10), which ends on January 22,
2010, will be $1,250,000 , with the potential for up to
$1,875,000 for extraordinary performance. Short-term bonuses
are payable in cash. You will also be eligible for a long-term
(LTI) bonus expected to be split approximately 50/50 between
options and performance shares, the details of which will be
explained in a separate letter. Awards for FY10 are granted in
March/April 2010 and based on both corporate performance and
achievement of your FY10 performance objectives.
This offer of employment also
includes the sign-on award of options, performance shares and
restricted stock to offset the forfeiture of similar benefits from
your current employer. Specific information on the sign-on stock
features of your employment offer will be covered in a separate
letter. Please confirm your acceptance of this offer by signing
below. Your acceptance is only valid upon receipt of your signed
documents by SAIC.
If your employment is involuntarily
terminated by SAIC during the first two years of employment for
reasons other than cause, SAIC will continue base salary, target
short-term incentive and benefits for the balance of that
period. 2
The severance benefits described in
this letter will be SAIC’s sole and exclusive obl
