Exhibit 10.3
June 22, 2009
Walter P. Havenstein
Bethesda, MD 20814
Douglas E. Scott
Executive Vice President & General
Counsel
SAIC, Inc.
10250 Campus Point Drive
San Diego, CA 92121
Dear Messrs. Havenstein and
Scott:
You have asked BAE Systems, Inc.
partially to waive Paragraphs 11(a)(i) and (iv) of the
Executive Employment Agreement between Mr. Havenstein and BAE
Systems dated December 1, 2006 (the “Employment
Agreement”), so as to permit Mr. Havenstein to accept an
offer of employment to serve as Chief Executive Officer of SAIC,
Inc., if such an offer is made. BAE Systems agrees to grant
such a partial waiver subject to the terms set forth below. These
restrictions are intended to reduce the risk of conflicts of
interest and to protect the interests of our customers and
shareholders.
Until July 1, 2010,
Mr. Havenstein will recuse himself from and not participate on
behalf of SAIC, Inc. or any subsidiary or affiliate (collectively
“SAIC”) in any way in any of the areas or programs
listed in the attached Appendix A (the “Restricted
Businesses’). Mr. Havenstein will not participate on
behalf of SAIC in any strategic, tactical or substantive discussion
regarding the Restricted Businesses either internally within SAIC
or externally with customers or others. This includes discussions
regarding business development, competitive landscape, customer
requirements, customer relations, political considerations,
investments, program performance and execution, financial
accounting issues, legal considerations and human resource issues
that in whole or in part relate specifically to one or more of the
Restricted Businesses. This paragraph does not, however, preclude
Mr. Havenstein from reviewing aggregated data or participating
in general personnel or management activities simply because they
include data or involve personnel from the Restricted Businesses.
Specifically, the parties agree that this paragraph does not
preclude Mr. Havenstein from participating in the more
broad-based company activities listed in Appendix B.
For 18 months from the date of this
Agreement, neither Mr. Havenstein nor SAIC, directly or
indirectly, will employ or retain (as an employee, consultant or
otherwise) any individual who is a senior employee of BAE Systems,
Inc., or any subsidiary or affiliate thereof, (collectively the
“BAE Systems Group”) as of or subsequent to the date of
this Agreement. For purposes of this Agreement, a senior employee
is one who has or had a position of vice president or above (i.e.,
vice president, executive vice president, senior vice president or
president) with any member of the BAE Systems Group.
BAE Systems’ partial waiver of
Paragraphs 11(a)(i) and (iv) will be effective 90 days after
Mr. Havenstein agrees to accept the position of Chief
Executive Officer for SAIC, Inc. (if he is offered and accepts such
position).
Paragraphs 12 and 13 of the
Employment Agreement shall apply to this Agreement and SAIC
specifically agrees to be bound by those provisions with regard to
any matter related hereto.
All terms of
Mr. Havenstein’s Employment Agreement other than
Paragraphs 11(a)(i) and (iv) (which are partially waived)
remain in full force and effect. The entire Emp
