Back to top

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION KEY EXECUTIVE STOCK DEFERRAL PLAN TABLE OF CONTENTS

Equity Contribution Agreement

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION KEY EXECUTIVE STOCK DEFERRAL PLAN TABLE OF CONTENTS | Document Parties: SAIC, INC. | SCIENCE APPLICATIONS INTERNATIONAL CORPORATION You are currently viewing:
This Equity Contribution Agreement involves

SAIC, INC. | SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SCIENCE APPLICATIONS INTERNATIONAL CORPORATION KEY EXECUTIVE STOCK DEFERRAL PLAN TABLE OF CONTENTS
Date: 3/30/2009
Industry: Software and Programming     Sector: Technology

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION KEY EXECUTIVE STOCK DEFERRAL PLAN TABLE OF CONTENTS, Parties: saic  inc. , science applications international corporation
50 of the Top 250 law firms use our Products every day

Exhibit 10.7

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

KEY EXECUTIVE STOCK DEFERRAL PLAN


TABLE OF CONTENTS

 

 

 

 

  

Page

ARTICLE I

 

PURPOSE AND EFFECTIVE DATE

  

1

ARTICLE II

 

DEFINITIONS

  

1

    2.1

 

Account

  

1

    2.2

 

Beneficiary

  

1

    2.3

 

Board

  

1

    2.4

 

Bonus Compensation Plan

  

1

    2.5

 

Capital Restructuring Dividend

  

1

    2.6

 

Code

  

1

    2.7

 

Committee

  

1

    2.8

 

Company

  

2

    2.9

 

Company Stock

  

2

    2.10

 

Deferral

  

2

    2.11

 

Deferral Authority

  

2

    2.12

 

Deferrable Amount(s)

  

2

    2.13

 

Director

  

2

    2.14

 

Distribution Date

  

2

    2.15

 

Dividend Equivalent

  

2

    2.16

 

Employee

  

2

    2.17

 

Fair Market Value

  

2

    2.18

 

Ordinary Dividend

  

3

    2.19

 

Participant

  

3

    2.20

 

Plan

  

3

    2.21

 

Plan Year

  

3

    2.22

 

Retirement Date

  

3

    2.23

 

Separation From Service

  

3

    2.24

 

Share Unit

  

3

    2.25

 

Termination of Affiliation

  

3

    2.26

 

Trust

  

4

    2.27

 

Trustee

  

4

ARTICLE III

 

PARTICIPATION

  

4

    3.1

 

Designation by Deferral Authority

  

4

    3.2

 

Deferral Elections

  

4

    3.3

 

Amounts Subject to Deferral

  

5

    3.4

 

Deferral Election Irrevocable

  

5

    3.5

 

Deferrals May be Held in Trust

  

5

 

-i-


TABLE OF CONTENTS

(continued)

 

 

 

 

  

Page

ARTICLE IV

 

TRUST FUND

  

6

    4.1

 

Trust Fund Established

  

6

    4.2

 

Company, Board, Deferral Authority, Committee and Trustee Not Responsible for Adequacy of Trust Fund

  

6

    4.3

 

Invasion of Trust by Creditors

  

6

    4.4

 

Trust Expenses

  

6

ARTICLE V

 

ACCOUNTS

  

6

    5.1

 

Committee to Maintain Accounts

  

6

    5.2

 

Additional Accounting Procedures

  

6

    5.3

 

Limitation on Benefits

  

7

    5.4

 

Vesting of Account Balances

  

7

ARTICLE VI

 

RIGHTS IN ACQUIRED STOCK

  

7

    6.1

 

Power to Vote Stock Rests With Trustee

  

7

    6.2

 

Tender Offers

  

7

    6.3

 

Dividends

  

7

ARTICLE VII

 

DISTRIBUTIONS

  

8

    7.1

 

Time of Commencement of Distribution

  

8

    7.2

 

Form of Distribution

  

8

    7.3

 

Methods of Distribution

  

8

    7.4

 

Beneficiary Designation

  

10

    7.5

 

Distribution to Guardian

  

10

    7.6

 

Withholding of Taxes

  

10

    7.7

 

Distribution of Dividend Equivalents

  

11

ARTICLE VIII

 

ACCELERATION OF DISTRIBUTION

  

11

    8.1

 

Change in Control

  

11

    8.2

 

Hardship

  

12

ARTICLE IX

 

SOURCE OF PAYMENT

  

12

    9.1

 

No Direct Interest in Trust Assets

  

12

ARTICLE X

 

PLAN TERMINATION AND AMENDMENT

  

13

    10.1

 

Termination and Amendments

  

13

ARTICLE XI

 

PLAN ADMINISTRATION

  

13

    11.1

 

Committee

  

13

    11.2

 

Committee Powers

  

13

    11.3

 

Plan Expenses

  

14

 

-ii-


TABLE OF CONTENTS

(continued)

 

 

 

 

  

Page

    11.4

 

Reliance Upon Documents and Opinions

  

15

    11.5

 

Requirement of Proof

  

15

    11.6

 

Reliance on Committee Memorandum

  

15

    11.7

 

Limitation on Liability

  

15

    11.8

 

Indemnification

  

15

ARTICLE XII

 

MISCELLANEOUS PROVISIONS

  

16

    12.1

 

Restrictions on Plan Interest

  

16

    12.2

 

No Enlargement of Employee Rights

  

17

    12.3

 

Rights of Repurchase and First Refusal for the Company

  

17

    12.4

 

Mailing of Payments

  

17

    12.5

 

Inability to Locate Participant or Beneficiary

  

17

    12.6

 

Governing Law

  

17

    12.7

 

Illegality of Particular Provision

  

18

    12.8

 

Interpretation

  

18

    12.9

 

Tax Effects

  

18

    12.10

 

Receipt or Release

  

18

    12.11

 

Records

  

18

    12.12

 

Arbitration

  

18

 

-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

 

2


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


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more