StockRestriction Agreement

Exhibit 10.2

Stock Restriction Agreement

This Stock Restriction Agreement (the “Agreement”) is made and entered into this           day of                       ,            , by and between                                     (“Participant”) and Science Applications International Corporation (the “Company”) with reference to the following facts:

a.               Participant is a Participant in the Science Applications International Corporation Management Stock Compensation Plan (“Plan”).

b.              Participant has elected pursuant to Section 6.1 of the Plan to have Participant’s Account distributed upon the termination of Participant’s employment with the Company pursuant to the terms of the Plan.

c.               In order for such election to be effective, Participant is required to enter into this Agreement relating to the Company’s right of repurchase of shares of the Company Class A Common Stock (the “Company Stock”) potentially distributable to Participant under the terms of the Plan.

NOW, THEREFORE, the parties hereto agree as follows:

1.               Participant acknowledges and agrees that the Company Stock is subject to the rights, restrictions and limitations set forth in Article Fourth of Restated Certificate of Incorporation of Science Applications International Corporation (“Certificate”).

2.               In addition to the rights, restrictions and limitations set forth in Article Fourth of the Certificate, any shares of the Company Stock distributed to Participant upon the termination of Participant’s employment with the Company under the Plan shall be subject to the Company’s additional right of repurchase on the terms and conditions set forth below.

3.               The Company’s right of repurchase shall be identical to that provided under ARTICLE FOURTH of the Certificate, except as follows:

(a)          The Company shall have no right to repurchase shares of Company Stock distributed to Participant under the terms of the Plan during the period of time from the date of Participant’s termination of employment with the Company pursuant to the terms of the Plan (“Termination Date”) to two hundred ten (210) days after the Termination Date.

(b)         After two hundred ten (210) days after the Termination Date, the Company shall have the right to repurchase such shares. The period for providing notice of the Company’s exercise of the right of repurchase shall expire two hundred seventy (270) days after the Termination Date.

(c)          If the Company elects to repurchase the shares, the price shall be the Formula Price in effect on the date which is two hundred ten (210) days after the Termination Date and the Company shall pay for such shares in cash or by Company check within three hundred (300) days after the Termination Date.

4.               In all respects, other than those set forth in paragraph 3 above, the Company’s additional right of repurchase shall be governed by the terms of the ARTICLE FOURTH of the Certificate, and entering into this Agreement shall in no way represent a waiver of the Company’s right of repurchase under the Certificate, rather only an addition to such right.

5.               All other restrictions on the Company Stock set forth in ARTICLE FOURTH of the Certificate or otherwise shall remain in full force and effect.

6.               Defined terms used herein and not otherwise defined shall have the meaning set forth for such terms in the Plan.

Return form to: Beth Bell, Mullin Consulting, Inc. 644 S Figueroa St. Los Angeles, CA 90017