Exhibit 10.1
SAIC, INC.
2006 EQUITY INCENTIVE
PLAN
STOCK AWARD
AGREEMENT
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BY ACCEPTING THE SHARES OF STOCK
DESCRIBED IN THIS AGREEMENT, YOU VOLUNTARILY AGREE TO ALL OF THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND IN THE
PLAN.
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SAIC, Inc., a Delaware corporation
(the “ Company ”), hereby grants to the
participant named in the Grant Summary (as defined below) (“
Stockholder ”), who is affiliated with the Company or
an Affiliate as an employee, director or consultant, shares of its
Class A Preferred Stock, $0.0001 par value per share (“
Stock ”). Certain specific details of this award,
including the number of shares of Stock and the Grant Date, may be
found in the Grant Summary and are hereby incorporated by reference
into this Agreement. The terms and conditions of the grant of Stock
are set forth in this Agreement and in the Company’s 2006
Equity Incentive Plan (the “ Plan ”).
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1.
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DEFINITIONS. The following terms shall have the meanings as
defined below. Capitalized terms used herein and not defined shall
have the meanings attributed to them in the Plan.
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“ Affiliate ”
shall mean a “parent” or “subsidiary” (as
each is defined in Section 424 of the Code) of the Company and
any other entity that the Board or Committee designates as an
“Affiliate” for purposes of this Plan.
“ Committee ”
shall have the meaning as defined in the Plan.
“ Executive Officer
” shall mean an officer of the Company designated as such for
purposes of Section 16 of the Securities Exchange Act of 1934,
as amended.
“ Grant Date ”
shall mean the date of the award of the Stock as set forth in the
Grant Summary.
“ Grant Summary ”
shall mean the summary of this award as reflected in the electronic
stock plan award administration system maintained by the Company or
its designee that contains a link to this Agreement (which summary
information is set forth in the appropriate records of the Company
authorizing such award).
“ Permanent Disability
” shall mean the status of disability determined conclusively
by the Committee based upon certification of disability by the
Social Security Administration or upon such other proof as the
Committee may require, effective upon receipt of such certification
or other proof by the Committee.
“ Plan ” shall
mean the Company’s 2006 Equity Incentive Plan.
“ Special Retirement
” shall mean: (i) retirement by a Stockholder who
is at least age 59 1 / 2
and has at least ten (10) Years
of Service with the Company or an Affiliate; or
(ii) retirement by a Stockholder who is at least age 59
1
/ 2 and
Stockholder’s age plus Years of Service with the Company or
an Affiliate equals at least 70; or (iii) retirement after
reaching the applicable mandatory retirement age by a Stockholder
who is an Executive Officer at retirement, regardless of Years of
Service with the Company or (iv) retirement by a Stockholder
who is a director of the Company either (A) after reaching the
applicable mandatory retirement age at retirement or (B) at
the end of a term of office if Stockholder is not nominated for a
successive term of office on account of the fact that Stockholder
would have reached the applicable mandatory retirement age during
such successive term of office, regardless of Years of Service with
the Company.
“ Stock ” shall
mean the number of shares of the Company’s Class A
Preferred Stock, $0.0001 par value per share set forth in the Grant
Summary that are being issued to Stockholder pursuant to the Plan
and the terms and conditions of this Agreement.
“ Years of Service
” shall be construed in accordance with the use of such term
in the Company’s Administrative Policy SH-2, as such policy
may be revised from time to time.
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2.
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VESTING
SCHEDULE; STOCK SUBJECT TO REVERSION. Except in the event of death, Permanent
Disability or Special Retirement or as set forth below, any
unvested shares of Stock automatically shall revert to the Company
without compensation on the date that Stockholder’s
affiliation with the Company or any Affiliate as an employee,
director or consultant terminates, or if Stockholder is an employee
or director of an Affiliate and such entity ceases to be an
Affiliate, whether by Committee action or otherwise, on the date
such entity ceases to be an Affiliate, in accordance with the
following vesting schedule:
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(a)
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Prior to the
first-year anniversary of the Grant Date, all of the Stock shall be
subject to reversion.
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(b)
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After the
first-year anniversary of the Grant Date, 20% of the Stock shall be
vested and no longer subject to reversion.
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(c)
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After the
second-year anniversary of the Grant Date, an additional 20% of the
Stock shall be vested and no longer subject to
reversion.
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(d)
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After the
third-year anniversary of the Grant Date, an additional 20% of the
Stock shall be vested and no longer subject to
reversion.
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(e)
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After the
fourth-year anniversary of the Grant Date, the remaining 40% of the
Stock shall be vested and none of the Stock shall be subject to
reversion.
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If the application of the foregoing
vesting schedule results in a fraction of a share being vested,
such fractional share shall be deemed not to be vested and shall
continue to be subject to reversion, as described below. However,
the foregoing vesting schedule shall be applied on a cumulative
basis so that 20% of the Stock shall be vested and no longer
subject to reversion after the first-year anniversary of the Grant
Date; 40% of the Stock shall be vested and no longer subject to
reversion after the second-year anniversary of the Grant Date; 60%
of the Stock shall be vested and no longer subject to reversion
after the third-year annivers
