Exhibit 10.7
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
KEY EXECUTIVE STOCK DEFERRAL
PLAN
TABLE OF CONTENTS
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Page
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ARTICLE I
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PURPOSE AND
EFFECTIVE DATE
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1
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ARTICLE II
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DEFINITIONS
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1
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2.1
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Account
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1
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2.2
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Beneficiary
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1
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2.3
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Board
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1
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2.4
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Bonus
Compensation Plan
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1
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2.5
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Capital
Restructuring Dividend
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1
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2.6
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Code
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1
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2.7
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Committee
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1
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2.8
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Company
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2
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2.9
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Company
Stock
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2
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2.10
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Deferral
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2
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2.11
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Deferral
Authority
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2
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2.12
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Deferrable
Amount(s)
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2
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2.13
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Director
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2
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2.14
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Distribution
Date
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2
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2.15
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Dividend
Equivalent
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2
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2.16
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Employee
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2
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2.17
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Fair Market
Value
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2
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2.18
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Ordinary
Dividend
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3
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2.19
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Participant
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3
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2.20
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Plan
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3
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2.21
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Plan
Year
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3
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2.22
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Retirement
Date
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3
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2.23
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Separation From
Service
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3
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2.24
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Share
Unit
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3
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2.25
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Termination of
Affiliation
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3
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2.26
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Trust
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4
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2.27
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Trustee
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4
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ARTICLE III
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PARTICIPATION
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4
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3.1
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Designation by
Deferral Authority
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4
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3.2
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Deferral
Elections
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4
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3.3
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Amounts Subject
to Deferral
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5
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3.4
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Deferral
Election Irrevocable
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5
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3.5
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Deferrals May
be Held in Trust
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5
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-i-
TABLE OF CONTENTS
(continued)
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Page
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ARTICLE IV
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TRUST
FUND
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6
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4.1
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Trust Fund
Established
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6
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4.2
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Company, Board,
Deferral Authority, Committee and Trustee Not Responsible for
Adequacy of Trust Fund
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6
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4.3
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Invasion of
Trust by Creditors
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6
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4.4
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Trust
Expenses
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6
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ARTICLE V
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ACCOUNTS
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6
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5.1
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Committee to
Maintain Accounts
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6
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5.2
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Additional
Accounting Procedures
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6
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5.3
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Limitation on
Benefits
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7
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5.4
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Vesting of
Account Balances
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7
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ARTICLE VI
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RIGHTS IN
ACQUIRED STOCK
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7
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6.1
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Power to Vote
Stock Rests With Trustee
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7
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6.2
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Tender
Offers
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7
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6.3
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Dividends
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7
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ARTICLE VII
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DISTRIBUTIONS
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8
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7.1
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Time of
Commencement of Distribution
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8
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7.2
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Form of
Distribution
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8
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7.3
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Methods of
Distribution
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8
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7.4
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Beneficiary
Designation
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10
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7.5
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Distribution to
Guardian
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10
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7.6
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Withholding of
Taxes
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10
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7.7
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Distribution of
Dividend Equivalents
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11
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ARTICLE VIII
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ACCELERATION OF
DISTRIBUTION
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11
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8.1
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Change in
Control
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11
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8.2
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Hardship
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12
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ARTICLE IX
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SOURCE OF
PAYMENT
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12
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9.1
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No Direct
Interest in Trust Assets
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12
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ARTICLE X
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PLAN
TERMINATION AND AMENDMENT
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13
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10.1
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Termination and
Amendments
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13
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ARTICLE XI
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PLAN
ADMINISTRATION
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13
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11.1
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Committee
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13
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11.2
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Committee
Powers
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13
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11.3
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Plan
Expenses
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14
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-ii-
TABLE OF CONTENTS
(continued)
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Page
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11.4
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Reliance Upon
Documents and Opinions
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15
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11.5
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Requirement of
Proof
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15
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11.6
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Reliance on
Committee Memorandum
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15
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11.7
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Limitation on
Liability
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15
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11.8
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Indemnification
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15
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ARTICLE XII
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MISCELLANEOUS
PROVISIONS
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16
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12.1
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Restrictions on
Plan Interest
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16
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12.2
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No Enlargement
of Employee Rights
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17
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12.3
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Rights of
Repurchase and First Refusal for the Company
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17
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12.4
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Mailing of
Payments
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17
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12.5
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Inability to
Locate Participant or Beneficiary
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17
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12.6
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Governing
Law
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17
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12.7
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Illegality of
Particular Provision
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18
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12.8
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Interpretation
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18
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12.9
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Tax
Effects
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18
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12.10
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Receipt or
Release
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18
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12.11
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Records
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18
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12.12
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Arbitration
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18
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-iii-
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
KEY EXECUTIVE STOCK DEFERRAL
PLAN
ARTICLE I
PURPOSE AND EFFECTIVE
DATE
This Plan is an unfunded, deferred
compensation arrangement established by Science Applications
International Corporation (“Company”) to provide
selected Employees and Directors with a method of supplementing
their retirement income by deferring a portion of their
compensation and to make an indirect investment in Company Stock
through a “rabbi trust” vehicle. The Plan is effective
as of January 4, 1996, and is amended and restated effective
January 1, 2005 to comply with Section 409A of the
Code.
ARTICLE II
DEFINITIONS
Whenever the following terms are
used in the Plan they shall have the meaning specified below,
unless the context indicates clearly to the contrary.
2.1 Account
. The Account maintained for
bookkeeping purposes by the Committee with respect to each
Participant to evidence the Participant’s Deferrals of
Deferrable Amounts hereunder and to record the number of Share
Units credited as a result of such Deferrals.
2.2 Beneficiary
. The person or persons properly
designated by the Participant, in accordance with Section 7.3,
to receive the benefits provided herein upon death of the
Participant.
2.3 Board
. The Board of Directors of Science
Applications International Corporation, or its ultimate parent
corporation, if any.
2.4 Bonus Compensation
Plan . The
Company’s 1984 Bonus Compensation Plan and any successor
plan.
2.5 Capital Restructuring
Dividend . The
non-recurring cash dividend paid by the Company in 2006 on shares
of Company Stock in connection with the Company’s capital
restructuring and the initial public offering of Company
Stock.
2.6 Code .
The Internal Revenue Code of 1986,
as amended.
2.7 Committee
. The committee composed of such
members as shall be appointed from time to time by the Board to
administer the Plan.
1
2.8 Company
. Science Applications
International Corporation (or its ultimate parent corporation, if
any). In addition, unless the context indicates otherwise, as used
in this Plan the term Company shall also mean and include any
direct or indirect subsidiary of the Company which has been
approved by the Deferral Authority for participation in this Plan
by its Employees.
2.9 Company
Stock . The
Class A Common Stock of Science Applications International
Corporation, or any other security (including preferred stock) of
the Company or the Company’s ultimate parent corporation, if
any, designated as Company Stock by the Committee.
2.10 Deferral
. The amount of Deferrable Amounts a
Participant has deferred in accordance with Section 3.2 or
which is designated as a Deferral under this Plan in connection
with an Employee’s offer letter for employment with the
Company. Deferrals shall be denominated as Share Units.
2.11 Deferral
Authority . The
individual or group of individuals appointed by the Board to
determine which Employees are eligible to make Deferrals and to
participate in the Plan.
2.12 Deferrable
Amount(s) . The
bonus, if any, payable to an Employee or Director, in accordance
with Company procedures under the Bonus Compensation Plan,
Directors’ fees or other payments as determined by the
Committee. In no way does the adoption or operation of this Plan
obligate the Company to pay any bonus or continue any compensation
program.
2.13 Director
. A member of the Board, other than
a Director Emeritus, or a member of the Board of Directors of any
subsidiary or affiliate thereof which has been approved by the
Deferral Authority for participation in this Plan by its Employees
or Directors.
2.14 Distribution
Date . The date when
distributions begin under the Plan, as specified in
Section 7.1.
2.15 Dividend Equivalent
. The amount of the
Capital Restructuring Dividend paid by the Company on that number
of shares of Company Stock which is equal to the number of Share
Units then credited to a Participant’s Account.
2.16 Employee
. A management or highly compensated
employee of the Company.
2.17 Fair Market
Value.
(1) If the Company Stock is being
valued in connection with a transaction (such as the crediting of
amounts to an Account or a distribution) for which the Committee
determines there is a corresponding transaction by the Trust, the
net price per share of Company Stock purchased or the net proceeds
per share of Company Stock sold in the transaction by the Trust, in
each case including all expenses of such transaction by the
Trust.
(2) If paragraph (1) does not
apply, (a) the closing price of the Company Stock on the New
York Stock Exchange on the date for which the fair market value is
determined, or, if there is no trading of the Company Stock on such
date, then the closing
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price of the Company Stock on the New York Stock
Exchange on the next preceding date on which there was trading in
such shares; or (b) if the Company Stock is not listed,
admitted or quoted, the Committee may designate such other source
of data as it deems appropriate for determining such value for
purposes of this Plan.
2.18 Ordinary
Dividend . All cash
dividends or other cash distributions, other than the Capital
Restructuring Dividend, paid by the Company on shares of Company
Stock.
2.19
Participant . An
Employee or Director designated by the Deferral Authority for
participation in the Plan who timely files an election to
participate and makes or receives Deferrals hereunder.
2.20 Plan
. The Science Applications
International Corporation Key Executive Stock Deferral Plan, as set
forth herein and as amended from time to time.
2.21 Plan Year
. January 1 through
December 31.
2.22
Retirement Date . The date of an
Employee’s termination of employment from the Company or a
Director’s ceasing to be an active Director as determined by
the Committee, on or after attaining age 59-
1 / 2 . Effective January 1,
2005, a Retirement Date shall not occur unless the Employee or
Director has had a Separation From Service.
2.23 Separation From
Service . The death,
retirement or termination of the Employee’s employment with
the Company, or in the case of a Director, ceasing to perform
services for the Company as a member of the Board. This definition
of Separation From Service shall be interpreted and construed in a
manner intended to comply with Code Section 409A and the
published authorities thereunder.
2.24 Share Unit
. The interest of a Participant in a
share of Company Stock held in the Participant’s Account. A
full Share Unit shall be equivalent to a full share of Company
Stock, and a partial Share Unit shall be equivalent to the
corresponding fraction of a share of Company Stock.
2.25
Termination of Affiliation . Any termination of employment
with the Company by an Employee, as determined by the Committee,
whether by reason of death, disability, voluntary resignation,
layoff, discharge or otherwise, prior to attaining age 59-
1
/
2 and, in the case of a Director,
ceasing to be an active Director prior to attaining age 59-
1
/
2 . The Committee shall have the
discretion to establish rules and make determinations as to what
constitutes a Termination of Affiliation including, without
limitation, change of status (e.g., part-time, consulting Employee,
etc.) or leave of absence. Notwithstanding the foregoing, effective
January 1, 2005, a Termination of Affiliation shall not occur
unless the Employee or Director has had a Separation From
Service.
3
2.26 Trust
. The Science Applications
International Corporation Key Executive Stock Deferral Trust
established by the Company to hold assets used by the Company to
provide for benefits to Participants and Beneficiaries under the
Plan.
2.27 Trustee
. Wachovia Bank or such successor
trustee as shall be appointed pursuant to the Trust
instrument.
ARTICLE III
PARTICIPATION
3.1 Designation by Deferral
Authority . The
Deferral Authority in its sole discretion shall designate those
Employees or Directors who are to be eligible to participate in the
Plan with respect to Deferrals for a particular Plan Year or with
respect to a particular Deferrable Amount or Amounts. Designating
an individual as eligible to participate in the Plan for a
particular Plan Year or with respect to a particular Deferrable
Amount shall not require the Deferral Authority to designate such
individual for any subsequent Plan Year or with respect to any
subsequent Deferrable Amounts. The designation of eligibility by
the Deferral Authority may be made in such manner as determined by
the Deferral Authority, including, without limitation,
establishment of criteria such as compensation level or level or
authority.
3.2 Deferral
Elections .
(a) An eligible Employee or Director
shall not become a Participant in the Plan unless and until he or
she has executed and delivered to the Committee a Deferral
election, including any forms or agreements as may be prescribed by
the Committee, and the Committee shall have accepted such Deferral
election and/or additional forms or agreements. Participation in
the Plan and any elections made by a Participant, including
Deferral elections and elections as to form of distribution under
Article VII, is conditioned on the Participant executing an
agreement with the Company, in a manner prescribed by the
Committee, relating to the Company’s right of repurchase of
Company Stock (to the extent applicable) and such other matters as
the Committee shall prescribe. To initially participate in the
Plan, the Employee or Director must submit his or her Deferral
election, including any forms or agreements prescribed by the
Committee, during the applicable Deferral election period
established by the Committee. Effective for Deferrals on or after
January 1, 2005, the last day of the Deferral election period
for any Deferrable Amount other than “performance-based
compensation” (as defined below) shall be no later than the
last day of the calendar year prior to the first calendar year
during which the Employee or Director performs services for which
such Deferral Amount is earned. Beginning with the Deferral
election made in the 2003 Plan Year for Deferrable Amounts received
during calendar year 2004, the Participant’s election shall
be carried forward automatically to future Plan Years for which the
Participant is eligible to participate unless, during the
applicable Deferral election period for such future Plan Years, the
Participant elects to modify or cancel the prior election under
procedures established by the Committee. In addition to amounts
deferred pursuant to a Deferral election, additional Deferrals may
be credited to a Participant’s Account pursuant to the terms
of an offer letter with an Employee made at the time of
commencement of employment with the
4
Company, as determined and approved by the
Deferral Authority in its sole discretion. Furthermore, the
Committee may, to the extent consistent with satisfying Code
Section 409A, permit an Employee or Director to make a
Deferral Election within 30 days of the date such Employee or
Director first becomes eligible to participate in the Plan, as
indicated by the effective date of his status change in the
Plan’s records. Such a Deferral election shall be with
respect to compensation earned for services performed after the
election.
(b) If a Deferrable Amount
constitutes “performance-based compensation,” then the
Committee may, but need not, delay the last day of the Deferral
election period. The last day of the Deferral election period with
respect to any Deferrable Amount which is considered to be
performance-based compensation shall be no later than six months
before the end of the service period over which such Deferrable
Amount is earned. For this purpose, “performance-based
compensation” means compensation where the amount of or
entitlement to the compensation is contingent on the satisfaction
of pre-established written performance criteria relating to a
performance period of at least twelve consecutive months, provided
that performance-based compensation does not include any amount
that will be paid regardless of performance, or based upon a level
of performance that is substantially certain to be met at the time
the criteria is established. Performance