How to Exercise an Option

Remember that all SAIC options have expiration dates, generally five years after the grant date. In no case will the expiration date of an option be extended. It is your responsibility to allow enough time to complete the transaction.

This web page gives you a quick overview of the major process steps.

• Determine Exercise Method
  • Price Model
• Exercising Options
• Submit Option Exercise
• Send Funds and Materials
  • Fees
  • Taxes
  • Payment Information
  • Forms Required
  • Deadlines
  • Delivery of Payment and Forms
• Confirm Transaction is Finalized
  • View Shares Online/Transaction Confirmation
• Contact Information
• Additional information

Determine Exercise Method

There are several exercise methods available to you when exercising your stock options. You should first determine which exercise method is appropriate for you. You can pay for the cost of the options using the cashless hold method where shares will be sold to cover the option cost and the transaction fee, a stock swap, or cash. You can satisfy the tax withholdings on the option exercise by paying cash or allowing enough shares from the exercise to be withheld.

The cashless hold method is the most convenient method for those optionees who do not wish to send cash for their option exercise or do not have enough shares to utilize the stock swap method because no funds or paperwork is due to Computershare. You simply submit your exercise online or by telephone with Computershare.

Critical time constraints you should be aware of if you choose to use the cashless hold option exercise method:

• An option exercise using the cashless hold method can be submitted between the hours of 12:01 a.m. and 4 p.m. ET, Monday through Friday, and anytime Saturday or Sunday. In the case of an early closing of the New York Stock Exchange, this window will be reduced from 12:01 a.m. until that day's market closing time.
  • If your option expires on a business day, you must submit your exercise online or by telephone no later than 4 p.m. ET on the expiration date.
  • If your option expires on a weekend, you must submit your exercise online or by telephone no later than 4 p.m. ET on the Friday prior to that weekend.
• Since the cashless hold exercise is not processed until the following business day after submission, an option cannot be exercised timely on its expiration date using the cashless hold method.

Learn about the various exercise methods.

Price Model

When using the Computershare online system, you have the opportunity to price model your option exercise before submitting the transaction. Once online, click on Price Model on the navigation bar at the top of the page if you want to model the exercise methods available. When you use the Price Model function, you are not submitting an option exercise transaction. Funds and documents sent to Computershare based only on the Price Model will be returned and your option will not be exercised. However, you will have an opportunity to submit an option exercise from the Price Model page. You will receive a transaction number if your option exercise has been successfully submitted. Keep a copy of this for your records.

Exercising Options

Exercise Methods

• Method 1. Cashless Hold - Stock Sold for Option and Transaction Fee, Stock Withholding for Tax (No cash due, net shares issued to account)
• Method 2. Stock Swap for Option, Cash for Transaction Fee, Stock Withholding for Tax (FULL Stock Swap)
• Method 3. Stock Swap for Option, Cash for Transaction Fee and Tax
• Method 4. Cash for Option and Transaction Fee, Stock Withholding for Tax
• Method 5. Cash for Option, Transaction Fee, and Tax

Acceptable Forms of Payment

• Cashier's Check
• Certified Check
• Money Order
• Wire Transfer
• Personal Check (ONLY for FULL Stock Swap)

Transaction Fee

• $20 per Option Transaction submitted Online or by Interactive Voice Response (IVR) System
• $40 per Option Transaction submitted utilizing a Customer Service Representative (CSR)

Share Activity Statement

• Transaction Advice
• SAIC, Inc. Common Stock Statement

Submit Option Exercise

Option exercise transactions may be submitted online via the EquityAccess web site or via Computershare's automated Interactive Voice Response ("IVR") system. Or, for a higher transaction fee, you may submit the transaction with the assistance of a Computershare customer service representative ("CSR"). Whichever process you use, follow the steps below.

1. Submit your transaction to Computershare in one of the following three ways:
   1. Online via Computershare ($20 fee per option exercise)
   2. By Interactive Voice Response (IVR) system at 866-400-SAIC (7242) in the U.S. or 201-680-6625 outside of the U.S. ($20 fee per option exercise)
   3. By customer service representative (CSR) at 866-400-SAIC (7242) in the U.S. or 201-680-6625 outside of the U.S. ($40 fee per option exercise)
2. If you submit your exercise online, follow these steps:
   1. Access your account at Computershare Shareowner Services via Computershare.
   2. Click on the Details button next to Employee Grants and Awards.
   3. Read and agree to the Terms & Conditions by clicking "I Accept" at the bottom of the page.
   4. Certify your tax identification number or confirm that your ID is certified. Failure to certify your tax status within the Employee Grants and Awards application prior to submitting a cashless hold exercise will result in a mandatory U.S. backup withholding tax of at least 28 percent of the taxable income from the exercise of the option. For the cashless hold method, Computershare will withhold additional shares to cover the backup withholding amount.
   5. There are multiple paths to submit an option exercise. One of them is to select Exercise/Submit Election on the navigation bar at the top of the page. Identify the grant you are interested in exercising. Once selected, the application will walk you step-by-step through the option exercise process. It will prompt you to select your exercise method for the cost of the option, enter the number of options you wish to exercise and how you will pay for the tax withholding due at the time of exercise.
   6. If you choose the stock swap exercise method, within the application you will be required to attest to your stock ownership by reading the text of the attestation and checking the "I attest" box.
   7. You must submit the transaction before you send any funds and materials to Computershare. If you submit the transaction successfully, the next screen will be your transaction confirmation containing a transaction reference number. If you do not submit the transaction, the option exercise transaction will not have been initiated. Funds and materials received before your transaction has been submitted will be rejected by Computershare and your funds will be returned.
   8. Once submitted you should print your transaction confirmation.

Send Funds and Materials

Fees

When you submit your option exercise, you will be informed of the amount due to finalize the transaction. The amount due depends on which exercise method you choose. The Transaction Fee for each option exercise is:

• $20 per option transaction submitted online or via Interactive Voice Response (IVR)
• $40 per option transaction assisted by a customer service representative (CSR)

  Note: If you choose to partially exercise an option doing a Stock Swap and pay for the remaining shares in cash, then you must submit two transactions and pay two transaction fees.

Taxes

Important Note: The following information about tax withholding on option exercises pertains to employees on U.S.-based payroll systems only. If you are not on a U.S.-based payroll, please refer to your in-country HR contact for information about taxation on exercising stock options.

In addition to the amount for the option exercise and the fees, in most cases Computershare will also collect withholding for 25 percent federal tax, your state tax and local tax (if any), and actual Federal Insurance Contributions Act (FICA) and Medicare. The "Fair Market Value per Share" shown on your exercise worksheet on the day you submit your option exercise transaction will be the stock price used to calculate (i) the taxable income on exercise of the option; (ii) the number of shares needed to cover the option cost if you are exercising by a stock swap or a cashless hold; and (iii) the number of shares needed to be withheld for taxes if you are paying for taxes by withholding shares.

Payment Information

1. Personal checks are only accepted for Full Stock Swap transactions. A Full Stock Swap transaction involves the swap of stock for payment of the option exercise price and the withholding of shares for any tax withholding due at the time of the transaction. Payments to Computershare for all other exercise methods may only be made by a cashier's check, money order, certified check or wire transfer. Personal checks submitted for any option exercise transaction other than a Full Stock Swap will be rejected and the transaction will be cancelled.
2. Your name (as shown on your option exercise confirmation), transaction reference number located on your exercise confirmation and either your Global ID or employee number must appear on the payment and on any document submitted. If another individual arranges payment on your behalf and the payment does not include your name and Global ID or employee number, or if your check has a different name than what is shown on the option exercise confirmation, Computershare will not be able to finalize the transaction and your option exercise will be cancelled.
3. Funds should be made payable to Computershare Shareowner Services. However, funds payable to SAIC will also be accepted.
4. Remember to include payment for the transaction fee. The fee is included in the "Total Due" amount provided.
5. If you exercise more than one option at a time, you can send in one payment for the total cash due for each option exercise. However, it is recommended that you submit a separate payment for each option exercise.
   • If an insufficient payment is submitted for the Total Due amount for an option exercise, taxes and fees, then Computershare will cancel the entire transaction and return the funds.
   • If the payment submitted is greater than the Total Due, then Computershare will send a refund for the amount in excess of the Total Due.
6. If you are exercising options using the cashless hold method, no funds are due; however, you must still submit the option exercise request to Computershare.

Summarized in the table below are the acceptable forms of payment for the various methods of option exercise.

Option Exercise

			Acceptable Forms of Payment
Method Description	Option Exercise Portion	Tax Withholding Portion	Personal Check	Cashier's or Certified Check, Money Order, Wire Transfer
Cashless Hold	Shares sold	Shares withheld	N/A	N/A
Stock Swap	Stock swap	Shares withheld	X	X
Stock Swap for Option / Cash for Tax	Stock swap	Cash		X
Cash for Option / Stock for Tax Cash	Cash	Shares Withheld		X
Full Cash	Cash	Cash		X

Forms Required

1. For Stock Swap ONLY: Attest to Stock Ownership
   The attestation of stock ownership and maturity represents your certification that you directly own the shares being used in a stock swap option exercise.

   If you submit your option exercise transaction online, you will be required to attest to your stock ownership for the stock swap exercise of the stock option within the online application.

   If you submit your option exercise transaction by telephone via a customer service representative or the Interactive Voice Response system, you will be required to print, complete and submit the paper version of the Attestation Form. It can be mailed to Computershare with your personal check, cashier's check or money order. If you are wiring funds, you can fax the Attestation Form to Computershare. It is optimal to fax the Attestation Form prior to sending a wire transfer.

2. Complete the SAIC Stock Option Exercise Checklist
   The SAIC Stock Option Exercise Checklist, although not required, is recommended in order to facilitate processing of your cash or stock swap option exercise transaction(s). Please fill it out and submit it with any materials delivered to Computershare Shareowner Services in order to minimize transaction processing issues.

Deadlines

All Funds and forms must be received by Computershare within 10 business days from the day you submitted your option exercise transaction (via web or phone) UNLESS the option expires earlier. If the option expires earlier, then Computershare must receive your payment and forms BEFORE the expiration date of the option. Your option exercise will be cancelled if your payment and forms are not received in time.

Note that the deadline date displayed at the bottom of your confirmation page is 10 business days after the date you submitted the transaction. This date does not recalculate if your materials are due earlier as a result of the option expiring within the 10 business day period.

If exercising options using the cashless hold method, no funds are due; however, you must still submit the option exercise request to Computershare no later than 4 p.m. ET on the expiration date of the option. If the expiration date of the option falls on a weekend, you must submit your transaction by 4 p.m. ET on the Friday before that weekend date.

Delivery of Payment and Forms

It is your responsibility to ensure that all option exercise materials and payments are received by Computershare before the appropriate deadline. Deadlines related to your option exercise will not be extended due to delivery delays or other complications.

An express mail delivery method that guarantees a delivery date and allows you to track your package is strongly suggested. For express mail delivery (suggested method), mail payment — and when required, Attestation Form — to:

• SAIC
  C/o Computershare Shareowner Services
  Attn: Funding Unit
  1845 Maxwell Drive
  Suite 101
  Troy, MI 48084

Regular mail, certified mail, return receipt requested mail, and USPS priority mail may not arrive in time to meet the deadline.

• SAIC
  C/o Computershare Shareowner Services
  PO Box 5938
  Troy, MI 48007-5938

Wire transfer instructions for your funds are:

• ABA - 043000261
  SWIFT - MELNUS3P (for international wires only)
  Bank Name - Mellon Bank
  Account Name - Option Settlement
  Account Number - 0221815
  Attention - SAIC
  Reference - Your Name and Employee Number

Fax Attestation Form and/or SAIC Stock Option Checklist to Computershare: 201-680-4682. The paper version of the Attestation Form is only required if you submit your option exercise transaction via telephone by a customer service representative or the Interactive Voice Response System.

Confirm Transaction is Finalized

You will receive a transaction number when your option exercise has been successfully submitted. Keep a copy of this for your records.

You should take the initiative to confirm that your option exercise was successfully finalized before the expiration date. The expiration date of your option will not be extended in order to allow time to remedy a failed transaction.

Access the "Orders & Transactions" screen in the Employee Grants and Awards system. The 'Status' column will reflect the status of your option exercise transaction:

Pending: is displayed upon submitting the option exercise and when Computershare has not processed the transaction.

Finalized: is displayed once Computershare has processed the transaction.

If your option exercise was not successful, Computershare will return any items via regular mail. Do not expect a telephone call or express mail return of materials that relate to a failed option exercise. You are strongly encouraged to submit your option exercise well in advance of the option's expiration date. You should take the initiative to confirm that your option exercise was successfully finalized before the expiration date. The expiration date of your option will not be extended in order to allow time to remedy a failed transaction.

View Shares Online/Transaction Confirmations

Shares of SAIC, Inc. common stock will be issued and will appear in your Computershare Equity Holdings account three business days after your option exercise is finalized.

• Access the Computershare EquityAccess Portal
• Once logged into the EquityAccess Portal, click on the Details link to the right of "Equity Holdings."
• On the "My Portfolio" page, you should see the word "Common" under the column header "Security." Click on the "SAIC, Inc." hyperlink to the left of it under the column header "Company Name." If you do not see what is described above on the "My Portfolio page," please contact Computershare at 866-400-SAIC (7242) to report the issue.

Transaction Confirmations You Will Receive:

1. An "Option Transaction Advice" from Computershare's Employee Stock Plan system showing the details of the option exercise transaction.
2. An SAIC, Inc Common Stock Statement from Computershare's Transfer Agent system confirming the number of shares issued to your SAIC, Inc. common stock account.

Contact Information

For questions or to speak to a Computershare customer service representative, please call Monday-Friday, 8 a.m.-7 p.m. ET:

• 866-400-SAIC (7242) - U.S.
  201-680-6625 - International

The EquityAccess portal and Stock Option system are available 24/7 (subject to scheduled maintenance).