ALLEN JOSEPH P 4

4 · VERIDIAN CORP · Filed Aug 13, 2003

Form 4

Period: 2003-08-11

DirectorChairman

Transactions

Disposition to Issuer
Common Stock
2003-08-11$35.00/sh−3,244$113,540→ 0 total(indirect: See footnote)
Disposition to Issuer
Common Stock, par value $0.0001 par share
2003-08-11$35.00/sh−148,061$5,182,135→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
2003-08-11$19.00/sh−6,650$126,350→ 0 total
Exercise: $16.00Exp: 2012-02-12→ Common Stock (6,650 underlying)
Disposition to Issuer
Common Stock
2003-08-11$35.00/sh−32,541$1,138,935→ 0 total(indirect: See footnote)
Disposition to Issuer
Common Stock
2003-08-11$35.00/sh−200,000$7,000,000→ 0 total(indirect: See footnote)
Disposition to Issuer
Employee Stock Option (right to buy)
2003-08-11$34.98/sh−25,811$902,869→ 0 total
Exercise: $0.02Exp: 2005-10-05→ Common Stock (25,811 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2003-08-11$24.36/sh−9,310$226,792→ 0 total
Exercise: $10.64Exp: 2008-02-18→ Common Stock (9,310 underlying)

Footnotes (6)

[F1]The shares are held by The Antaeusian Group, Inc. Dr. Allen is a stockholder of The Antaeusian Group, Inc.
[F2]The shares are held by the Veridian Retirement Savings Plan.
[F3]The shares are held by Sugar Creek, L.P. Dr. Allen is the managing general partner of Sugar Creek, L.P.
[F4]The option became 10% vested on February 12, 2003, and becomes 30% vested on February 12, 2004, 60% vested on February 12, 2005, and 100% vested on February 12, 2006.
[F5]Represents the difference between the per share exercise price of the option and $35.00, the per share consideration paid in connection with the merger of Veridian Corporation with a wholly owned subsidiary of General Dynamics Corporation.
[F6]The option is exercisable immediately.

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