November 16, 2005<br /> <br />Mark W. Sopp<br />2239 Paseo Saucedal<br />Carlsbad, CA 92009<br /> <br />Dear Mark,<br /> <br />I am pleased to offer you a position with Science Applications International Corporation (SAIC) as Chief Financial Officer and Executive Vice President, reporting directly to Ken Dahlberg.1 Your assigned office location will be in San Diego, California. Your weekly base salary will be $8,653.85, which is equivalent to a rate of $450,000.00 per year. We would like you to start work on November 28, 2005.<br /> <br />As a senior member of the SAIC management team, you will be eligible to participate in our annual incentive compensation plan, which has both a short-term and long-term component. Your target short-term performance bonus for SAIC fiscal year 2006 (FY06), which ends on January 27, 2006, and fiscal year 2007 (FY07), which ends on January 26, 2007 will be $400,000.00 with the potential for up to $600,000.00 for extraordinary performance, each year. Short-term bonuses are payable in cash and fully vested stock. You will also be eligible for a long-term performance bonus in the form of stock granted on option, the details of which will be explained in a separate letter. Your short-term bonus for FY06 will be based on both corporate performance and achievement of your FY06 objectives and will be pro-rated based on the number of months that you work during the fiscal year.<br /> <br />This offer of employment also includes a sign-on incentive that will provide you with a significant opportunity to participate in SAIC stock ownership. Specific information on the stock features of your employment offer will be covered in a separate letter.<br /> <br />As an employee of SAIC, you will be eligible to receive the fringe benefit package described in the enclosed documents and offer package CD-ROM. You will also be eligible for Company paid financial and tax planning services beginning February 1, 2006, the details of which will be provided to you in the next few months. Please review the CD-ROM, complete the following forms and return them to SAIC prior to your first day of work.2<br /> <br />Mutual Agreement to Arbitrate Claims<br />Invention, Copyright and Confidentially Agreement<br />Standards of Business Ethics and Conduct Certification<br />Employment Eligibility Certification (I-9) (w/required documents)<br /> <br />In addition, you will be offered the opportunity to enter into a Severance Protection Agreement with the Company that would provide you with certain benefits in the event your employment is terminated as a result of, or in connection with a Change in Control of the Company.<br /> 