Exhibit 10.2
SAIC, INC.
2006 EQUITY INCENTIVE
PLAN
NONSTATUTORY STOCK OPTION
AGREEMENT
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BY ACCEPTING THE OPTION 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 an option (the
“ Option ”) to purchase shares of its Common
Stock, $0.0001 par value per share, (“ Stock ”),
to the participant named in the Grant Summary (as defined below)
(“ Optionee ”). Certain specific details of the
award of this Option, including Option Shares, Option Price and
Grant Date, may be found in the Grant Summary and are hereby
incorporated by reference into this Agreement. The terms and
conditions of the Option 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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“ Administrator ”
shall have the meaning as defined in the Plan.
“ 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.
“ Cause ” shall
have the meaning as defined in the 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.
“ Expiration Date
” shall have the meaning as defined in Section 3
below.
“ Fair Market Value
” shall have the meaning as defined in the Plan.
“ Grant Date ”
shall mean the date of the award of this Option 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).
“ Option Price ”
shall mean the exercise price per Option Share applicable to this
Option set forth in the Grant Summary.
“ Option Shares ”
shall mean the number of shares of Stock issuable upon exercise of
the Option as set forth in the Grant Summary.
“ 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 an Optionee 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 an Optionee who is at least age 59
1
/ 2 and
Optionee’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 an Optionee who
is an Executive Officer at retirement, regardless of Years of
Service with the Company or (iv) retirement by an Optionee 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 Optionee is not nominated for a
successive term of office on account of the fact that Optionee
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 Common Stock, $0.0001 par value per share, of the
Company.
“ 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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GRANT OF
OPTION; NUMBER OF SHARES; OPTION PRICE. The Company hereby grants to Optionee an
Option to purchase all or any part of the Option Shares at the
Option Price.
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3.
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TERM OF
OPTION. This Option
shall terminate upon the earlier to occur of: (i) five
(5) years from the Grant Date (the “ Expiration
Date ”); or (ii) the expiration of the applicable
period following the occurrence of any of the events specified in
Section 5 hereof. The Company shall have no obligation to
provide Optionee with notice of termination or expiration of this
Option.
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4.1
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General
Schedule of Vesting and Exercisability
. Subject to the terms of the Plan and this
Agreement, this Option shall vest and become exercisable in
accordance with the following schedule:
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a)
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The Option may
not be exercised in whole or in part at any time prior to the
first- year anniversary of the Grant Date.
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b)
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The Option may
be exercised as to 20% of the Option Shares after the first-year
anniversary of the Grant Date.
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c)
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The Option may
be exercised as to an additional 20% of the Option Shares after the
second-year anniversary of the Grant Date.
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d)
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The Option may
be exercised as to an additional 20% of the Option Shares after the
third-year anniversary of the Grant Date.
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e)
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The Option may
be exercised as to the remaining 40% of the Option Shares after the
fourth-year anniversary of the Grant Date.
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If the application of the foregoing
vesting schedule results in a fraction of an Option Share becoming
exercisable, such fractional share shall be deemed not to be
exercisable. However, the rights to exercise the Option, as
specified in the preceding schedule, shall be cumulative so that
20% of the Option Shares shall be exercisable after the first-year
anniversary of the Grant Date; 40% of the Option Shares shall be
exercisable after the second-year anniversary of the Grant Date;
60% of the Option Shares shall be exercisable after the third-year
anniversary of the Grant Date; and 100% of the Option Shares shall
be exercisable after the fourth-year anniversary of the Grant Date.
Optionee may purchase all, or from time to time, any part of the
maximum number of Option Shares which are then exercisable. Except
as set forth in Section 4.4 below, this Option shall be
exercisable only by Optionee.
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4.2
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General
Terms of Exercise . Subject to the terms of the Plan and this
Agreement, the Option shall be exercised pursuant to procedures
established by the Committee, which may include electronic or voice
procedures as may be specified by the Committee and which may
include a requirement to acknowledge this Agreement prior to
exercise. Acceptable forms and methods of payment to exercise the
Option may include (i) by cashier’s check, money order
or wire transfer; (ii) by a cashless exercise procedure; or
(iii) by tendering shares of Common Stock or Class A
Preferred Stock of the Company acceptable to the Committee valued
at their Fair Market Value as of the date of exercise.
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4.3
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Treatment
of Special Retirement .
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a)
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If Optionee is
an Executive Officer and has met the provisions of subsection
(iii) of the definition of the term “Special
Retirement” in Section 1 above, or if Optionee is a
director of the Company and has met the provisions of subsection
(iv) of the definition of the term “Special
Retirement” in Section 1 above, the right to exercise
this Option shall c
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