Amendment to SAIC, Inc. 2006 Equity Incentive Plan Performance Share Award Agreement
This amendment, effective March 22, 2012, modifies all outstanding Performance Share Award Agreements between SAIC, Inc. and its recipients. It adds a provision granting recipients the right to receive cash payments equal to dividends paid on common stock, but only for shares earned under the agreement and only if certain performance goals are met. These payments, called Dividend Equivalents, are subject to tax withholding and may be deferred under certain conditions. All other terms of the original agreements remain unchanged.
Exhibit 10.10
SAIC, INC.
AMENDMENT TO
2006 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
This Amendment, effective as of March 22, 2012 amends each outstanding Performance Share Award Agreement (each, an “Agreement”) between SAIC, Inc. and Recipient.
The provisions of each Agreement that are not amended by this Amendment shall remain unchanged and in full force and effect in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.
Section 4 of each Agreement is hereby amended to add the following new paragraph immediately following the existing text of Section 4:
“If the Company pays any cash dividends on its common stock, Recipient will be entitled to receive an amount in cash (less any required withholding for taxes) equal to the value of such cash dividends that would have been paid on Shares earned under this Agreement if such Shares had been outstanding as of the record date for such dividends declared on or after the Grant Date and prior to the issuance date of the Shares (“Dividend Equivalents”). Such Dividend Equivalents will be will be retained by the Company (without interest) and paid in cash when, and if, and to the extent that Shares are earned and issued based on the achievement of the Performance Goals. To the extent that Recipient has elected to defer receipt of the Shares in accordance with the terms of the applicable non-qualified deferral plan, payment of Dividend Equivalents with respect to such Shares will be subject to the terms and conditions of such plan. The right to Dividend Equivalents will cease and be forfeited upon the forfeiture and cancellation of this Performance Share Award.”
March 2012
