Leidos Holdings, Inc. Sample Contracts

CREDIT AGREEMENT dated as of January 17, 2020 among LEIDOS HOLDINGS, INC. as Holdings, LEIDOS, INC., as Borrower, The GUARANTORS Party Hereto, The LENDERS Party Hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • January 17th, 2020 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

TABLE OF CONTENTS ARTICLE I Page DEFINITIONS SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 30 SECTION 1.03. Terms Generally 30 SECTION 1.04. Accounting Terms; GAAP 31 SECTION 1.05. Currency Translation 31 SECTION 1.06. Divisions 32 ARTICLE II THE CREDITS SECTION 2.01. Commitments 32 SECTION 2.02. Loans and Borrowings 32 SECTION 2.03. Requests for Borrowings 33 SECTION 2.04. Illegality 34 SECTION 2.05. Letters of Credit 34 SECTION 2.06. Funding of Borrowings 41 SECTION 2.07. Interest Elections 42 SECTION 2.08. Termination, Reduction and Increase of Commitments 43 SECTION 2.09. Repayment of Loans; Evidence of Debt 46 SECTION 2.10. Amortization of Loans 47 SECTION 2.11. Prepayment of Loans 47 SECTION 2.12. Fees 48 SECTION 2.13. Interest 49 SECTION 2.14. Alternate Rate of Interest 50 SECITON 2.15. Increased Costs 51 SECTION 2.16. Break Funding Payments 52 SECTION 2.17. Taxes 53 SECTION 2.18. Payments Gen

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LEIDOS, INC., as Issuer LEIDOS HOLDINGS, INC., as Guarantor and CITIBANK, N.A., as Trustee INDENTURE Dated as of October 8, 2020
Leidos Holdings, Inc. • October 9th, 2020 • Services-computer integrated systems design • New York

THIS INDENTURE, dated as of October 8, 2020 between LEIDOS, INC. (the “Issuer”), LEIDOS HOLDINGS, INC. (the “Guarantor”) and CITIBANK, N.A. (the “Trustee”),

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CREDIT AGREEMENT dated as of March 10, 2023, among LEIDOS HOLDINGS, INC. as Holdings, LEIDOS, INC., as Borrower, The GUARANTORS Party Hereto, The LENDERS Party Hereto and CITIBANK, N.A., as Administrative Agent MUFG BANK, LTD., as Syndication Agent...
Credit Agreement • March 14th, 2023 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

CREDIT AGREEMENT dated as of March 10, 2023 (this “Agreement”), among LEIDOS HOLDINGS, INC., a Delaware corporation (“Holdings”), LEIDOS, INC., a Delaware corporation (the “Borrower”), the GUARANTORS party hereto, the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.

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SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • March 27th, 2012 • SAIC, Inc. • Services-computer integrated systems design • Delaware

The Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) of the Company exists and that the threat or occurrence of a Change in Control may result in the distraction of its key management personnel because of the uncertainties inherent in such a situation.

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EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • September 19th, 2011 • SAIC, Inc. • Services-computer integrated systems design • New York

SAIC, Inc. a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to (i) exchange all of its outstanding 4.450% Notes Due 2020 (the “Old 2020 Notes “) for its new 4.450% Notes Due 2020 (the “New 2020 Notes”) and (ii) exchange all of its outstanding 5.950% Notes Due 2040 (the “Old 2040 Notes”) for its new 5.950% Notes Due 2040 (the “New 2040 Notes). The Old 2020 Notes and the Old 2040 Notes are collectively referred to herein as “the Old Notes.” The New 2020 Notes and the New 2040 Notes are collectively referred to herein as “the New Notes.”The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated (the “Prospectus”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes”.

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LEIDOS, INC., as Issuer LEIDOS HOLDINGS, INC., as Guarantor and CITIBANK, N.A., as Trustee INDENTURE
Indenture • May 12th, 2020 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

THIS INDENTURE, dated as of May 12, 2020 between LEIDOS, INC. (the “Issuer”), LEIDOS HOLDINGS, INC. (the “Guarantor”) and CITIBANK, N.A. (the “Trustee”),

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SAIC, INC., as Issuer SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 20, 2010
SAIC, Inc. • December 22nd, 2010 • Services-computer integrated systems design • New York

THIS INDENTURE, dated as of December 20, 2010 between SAIC, INC. (the “Issuer”), SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (the “Guarantor”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Trustee”),

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FORM OF SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • September 4th, 2008 • SAIC, Inc. • Services-engineering, accounting, research, management • Delaware

The Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) of the Company exists and that the threat or occurrence of a Change in Control may result in the distraction of its key management personnel because of the uncertainties inherent in such a situation.

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SAIC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Management)
Restricted Stock Unit Award Agreement • June 1st, 2012 • SAIC, Inc. • Services-computer integrated systems design • Delaware

SAIC, Inc., a Delaware corporation (the “Company”), hereby grants to the participant named in the Grant Summary (as defined below) (“Recipient”), who is affiliated with the Company or an Affiliate as an employee, director or consultant, restricted stock units (“RSUs”) representing the right to receive one share of its Common Stock, $0.0001 par value per share (“Common Stock”) for each RSU. Certain specific details of this award, including the number of RSUs and the Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The RSUs shall be forfeited if certain performance conditions set forth below are not met. The terms and conditions of the grant of RSUs (this “Award”) are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”).

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NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • May 5th, 2017 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

Leidos Holdings, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its Common Stock, $0.0001 par value per share, (“Stock”), to the participant named in the Grant Summary (as defined below) (“Optionee”). Certain specific details of the award of this Option, including Option Shares, Option Price and Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The terms and conditions of the Option are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”).

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SAIC, INC. NONSTATUTORY STOCK OPTION AGREEMENT NON-EMPLOYEE DIRECTORS BY ACCEPTING THE OPTION DESCRIBED IN THIS AGREEMENT, YOU VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND IN THE PLAN.
Nonstatutory Stock Option Agreement • March 25th, 2011 • SAIC, Inc. • Services-computer integrated systems design • Delaware

SAIC, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its Common Stock, $0.0001 par value per share, (“Stock”), to the participant named in the Grant Summary (as defined below) (“Optionee”). Optionee is a non-employee director of the Company. Certain specific details of the award of this Option, including Option Shares, Option Price and Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The terms and conditions of the Option are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”).

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SAIC, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • June 3rd, 2011 • SAIC, Inc. • Services-computer integrated systems design • Delaware

This Performance Share Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between SAIC, Inc., a Delaware corporation (the “Company”), and Recipient (as defined below).

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SAIC, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • June 1st, 2012 • SAIC, Inc. • Services-computer integrated systems design • Delaware

This Performance Share Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between SAIC, Inc., a Delaware corporation (the “Company”), and Recipient (as defined below).

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TRANSITION SERVICES AGREEMENT (PARENT TO SPINCO)
Transition Services Agreement • November 4th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This Transition Services Agreement (Parent to Spinco) (together with the Schedules and Exhibits hereto, this “Agreement”), is made as of the 16th day of August 2016 (the “Effective Date”), by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation (“Spinco”). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”

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AMENDMENT Dated as of June 27, 2016 to SEPARATION AGREEMENT Dated as of January 26, 2016 By and Among LOCKHEED MARTIN CORPORATION and ABACUS INNOVATIONS CORPORATION
Separation Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This Amendment (this “Amendment”) to Separation Agreement (the “Separation Agreement”), by and among Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Spinco”), is made as of the 27th day of June 2016. Each of LMC and Spinco is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 7th, 2007 • SAIC, Inc. • Services-engineering, accounting, research, management • Delaware
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AGREEMENT AND PLAN OF MERGER (As Amended)
Agreement and Plan of Merger • May 1st, 2006 • SAIC, Inc. • Services-engineering, accounting, research, management • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2005, and amended as of April 28, 2006 (this “Agreement”), is by and among Science Applications International Corporation, a Delaware corporation (“Old SAIC”), SAIC, Inc., a Delaware corporation and a wholly-owned subsidiary of Old SAIC (“New SAIC”), and SAIC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New SAIC (“SAIC MergerSub”).

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AMENDMENT Dated as of June 27, 2016 to AGREEMENT AND PLAN OF MERGER Dated as of January 26, 2016 By and Among LOCKHEED MARTIN CORPORATION, ABACUS INNOVATIONS CORPORATION, LEIDOS HOLDINGS, INC. and LION MERGER CO.
Agreement and Plan of Merger • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This Amendment (this “Amendment”) to Agreement and Plan of Merger (the “Merger Agreement”), by and among Lockheed Martin Corporation, a Maryland corporation (“LMC”), Abacus Innovations Corporation, a Delaware corporation and wholly owned subsidiary of LMC (“Spinco”), Leidos Holdings, Inc., a Delaware corporation (“RMT Parent”), and Lion Merger Co., a Delaware corporation and wholly owned subsidiary of RMT Parent (“Merger Sub”), is made as of the 27th day of June 2016. Each of LMC, Spinco, RMT Parent and Merger Sub is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”

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LEIDOS, INC. $1,000,000,000 2.300% Notes due 2031 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • October 9th, 2020 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

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SAIC, INC. STOCK AWARD AGREEMENT
Stock Award Agreement • September 3rd, 2009 • SAIC, Inc. • Services-computer integrated systems design • Delaware

SAIC, Inc., a Delaware corporation (the “Company”), hereby grants to the participant named in the Grant Summary (as defined below) (“Stockholder”), who is affiliated with the Company or an Affiliate as an employee, director or consultant, shares of its Class A Preferred Stock, $0.0001 par value per share (“Stock”). Certain specific details of this award, including the number of shares of Stock and the Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The terms and conditions of the grant of Stock are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan (the “Plan”).

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SUPPLY AGREEMENT (PARENT TO SPINCO)
Supply Agreement • November 4th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This Supply Agreement (Parent to Spinco) (together with the Exhibits hereto, this “Agreement”) is made as of the 16th day of August 2016, by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation (“Spinco”). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”

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SAIC, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • September 3rd, 2009 • SAIC, Inc. • Services-computer integrated systems design • Delaware

SAIC, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its Common Stock, $0.0001 par value per share, (“Stock”), to the participant named in the Grant Summary (as defined below) (“Optionee”). Certain specific details of the award of this Option, including Option Shares, Option Price and Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The terms and conditions of the Option are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan (the “Plan”).

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LEIDOS HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 5th, 2017 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

Leidos Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the participant named in the Grant Summary (as defined below) (“Recipient”), who is affiliated with the Company or an Affiliate as an employee, director or consultant, restricted stock units (“RSUs”) representing the right to receive one share of its Common Stock, $0.0001 par value per share (“Common Stock”) for each RSU. Certain specific details of this award, including the number of RSUs and the Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The terms and conditions of the grant of RSUs (this “Award”) are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”).

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INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • November 4th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This Intellectual Property Matters Agreement (together with the Attachments hereto, this “Agreement”), is made as of the 16th day of August 2016, by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Technology, Inc., a Delaware corporation (“Abacus Technology”). Each of Parent and Abacus Technology is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”

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364-DAY TERM LOAN CREDIT AGREEMENT dated as of June 18, 2020, among LEIDOS HOLDINGS, INC., as Holdings, LEIDOS, INC., as Borrower, The GUARANTORS Party Hereto, The LENDERS Party Hereto and MIZUHO BANK, LTD., as Administrative Agent
364-Day Term Loan Credit Agreement • June 18th, 2020 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

Exhibit B-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

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SAIC, INC. STOCK AWARD AGREEMENT NON-EMPLOYEE DIRECTORS
Stock Award Agreement • December 9th, 2009 • SAIC, Inc. • Services-computer integrated systems design • Delaware

SAIC, Inc., a Delaware corporation (the “Company”), hereby grants to the participant named in the Grant Summary (as defined below) (“Stockholder”), who is affiliated with the Company or an Affiliate as a non-employee director, shares of its Common Stock, $0.0001 par value per share. Certain specific details of this award, including the number of shares of Stock and the Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The terms and conditions of the grant of Stock are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”).

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FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This First Amendment (this “Amendment”) to the Employee Matters Agreement, dated as of the 26th day of January 2016 (the “Employee Matters Agreement”), Lockheed Martin Corporation, a Maryland corporation (“Parent”), Abacus Innovations Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Spinco”) and Leidos Holdings, Inc., a Delaware corporation (“RMT Parent”), is made as of the 27 day of June 2016. Each of Parent, Spinco, and RMT Parent is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”

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FORM OF SHARED CONTRACTS AGREEMENT SHARED CONTRACTS (SPINCO COMPANIES)
Shared Contracts Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This Shared Contracts Agreement – Shared Contracts (Spinco Companies) (together with the Exhibits hereto, this “Agreement”) is made as of the day of 2016, by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation (“Spinco”). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”

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ADMINISTRATIVE AGREEMENT
Administrative Agreement • August 21st, 2012 • SAIC, Inc. • Services-computer integrated systems design

This Administrative Agreement (“Agreement”) is made between the United States Army (“Army”), acting through its Suspension & Debarment Official (“SDO”), on behalf of the U.S. Government as the lead agency for determining the present responsibility of the Contractor Science Applications International Corporation (“SAIC” or the “Contractor”).

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CREDIT AGREEMENT Dated as of August 16, 2016 among ABACUS INNOVATIONS CORPORATION, as Borrower, THE LENDERS PARTY HERETO and
Credit Agreement • November 4th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

This CREDIT AGREEMENT, dated as of August 16, 2016 (including the Schedules and Exhibits hereto and as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among ABACUS INNOVATIONS CORPORATION, a Delaware corporation (the “Borrower” or “Spinco”), the Lenders (as defined in Article I), and CITIBANK, N.A. (“Citibank”), as administrative agent hereunder (in such capacity, the “Administrative Agent”) and as Secured Parties Collateral Agent and Non-Notes Secured Parties Collateral Agent hereunder and under the Security and Guarantee Documents for the Lenders.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 17th, 2006 • SAIC, Inc. • Services-engineering, accounting, research, management • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 13, 2006, among Science Applications International Corporation, a Delaware corporation (the “Company”), The Bank of New York Trust Company, N.A, as successor to JPMorgan Chase Bank f/k/a The Chase Manhattan Bank (the “Trustee”), and SAIC, Inc., a Delaware corporation (the “Guarantor”).

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BY ACCEPTING THE AWARD DESCRIBED IN THIS AGREEMENT, YOU VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE AWARD GRANT NOTICE AND IN THE PLAN.
Equity Incentive Plan Performance Share Award Agreement • May 5th, 2017 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware

This Performance Share Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Leidos Holdings, Inc., Inc., a Delaware corporation (the “Company”), and Recipient (as defined below).

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Contract
SAIC, Inc. • December 22nd, 2010 • Services-computer integrated systems design • New York

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

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AMENDMENT NO. 2 TO PATENT LICENSE AND ASSIGNMENT AGREEMENT
Patent License and Assignment Agreement • April 1st, 2010 • SAIC, Inc. • Services-computer integrated systems design • California

This Amendment No. 2 to Patent License and Assignment Agreement (“Amendment No. 2”) is entered into as of March 12, 2008 (the “Second Amendment Effective Date”) by and between Science Applications International Corporation (“SAIC”), a Delaware corporation, and VirnetX Inc. (“VirnetX”), a Delaware corporation, herein individually referred to as a “Party” and collectively referred to as the “Parties.”

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 3rd, 2017 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

This CREDIT AGREEMENT, dated as of August 16, 2016 (including the Schedules and Exhibits hereto and as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among LEIDOS INNOVATIONS CORPORATION (f/k/a ABACUS INNOVATIONS CORPORATION), a Delaware corporation (the “Borrower” or “Spinco”), the Lenders (as defined in Article I), and CITIBANK, N.A. (“Citibank”), as administrative agent hereunder (in such capacity, the “Administrative Agent”) and as Secured Parties Collateral Agent and Non-Notes Secured Parties Collateral Agent hereunder and under the Security and Guarantee Documents for the Lenders.

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