CREDIT AGREEMENT Dated as of June 27, 2013 Among SAIC GEMINI, INC. as Borrower SAIC, INC. as Parent and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent CITIGROUP...Credit Agreement • August 20th, 2013 • SAIC Gemini, Inc. • Services-computer integrated systems design • New York
SAIC GEMINI, INC., a Delaware corporation (the “Borrower”), SAIC, INC., a Delaware corporation (the “Parent”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto, and CITIBANK, N.A. (“Citibank”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
FORM OF EMPLOYEE MATTERS AGREEMENT by and between SAIC, INC. and SAIC GEMINI, INC. dated as ofEmployee Matters Agreement • August 20th, 2013 • SAIC Gemini, Inc. • Services-computer integrated systems design • Delaware
THIS EMPLOYEE MATTERS AGREEMENT, dated as of , 2013, is entered into by and between SAIC, Inc., a Delaware corporation (“SAIC” or “Leidos”), that will be known as Leidos Holdings, Inc. following the Distribution and SAIC Gemini, Inc., a Delaware corporation (“New SAIC”). Leidos and New SAIC are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
ADMINISTRATIVE AGREEMENTAdministrative Agreement • August 20th, 2013 • SAIC Gemini, 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”).
FORM OF SEVERANCE PROTECTION AGREEMENTForm of Severance Protection Agreement • August 20th, 2013 • SAIC Gemini, Inc. • Services-computer integrated systems design • Delaware
SEVERANCE PROTECTION AGREEMENT dated , by and between Science Applications International Corporation, a Delaware corporation (the “Company”), and (the “Executive”).
FORM OF DISTRIBUTION AGREEMENT by and between SAIC, INC. and SAIC GEMINI, INC. Dated as ofDistribution Agreement • August 20th, 2013 • SAIC Gemini, Inc. • Services-computer integrated systems design • Delaware
DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2013 by and between SAIC, Inc., a Delaware corporation (“SAIC” or “Leidos”), that will be known as Leidos Holdings, Inc. following the Distribution and SAIC Gemini, Inc., a Delaware corporation (“New SAIC”), that will be known as Science Applications International Corporation following the Distribution. Each of SAIC and New SAIC is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 20th, 2013 • SAIC Gemini, Inc. • Services-computer integrated systems design • Delaware
This Agreement is made effective as of , between Science Applications International Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
TAX MATTERS AGREEMENTTax Matters Agreement • August 20th, 2013 • SAIC Gemini, Inc. • Services-computer integrated systems design • Delaware
This TAX MATTERS AGREEMENT is dated as of [ ], 2013, by and among SAIC, Inc., a Delaware corporation (“Leidos”), that will be known as Leidos Holdings, Inc. following the External Distribution, SAIC Gemini, Inc., a Delaware corporation (“New SAIC” and, together with Leidos, the “Parties”, and each individually, a “Party”), that will be known as Science Applications International Corporation following the External Distribution and, solely for the purposes of Section 4.5(b), SAIC International Holdings, Inc., a Delaware corporation (“NewCo”).
MASTER TRANSITION SERVICES AGREEMENTMaster Transition Services Agreement • August 20th, 2013 • SAIC Gemini, Inc. • Services-computer integrated systems design • Delaware
This Master Transition Services Agreement (this “Agreement”) is entered into on [—], 2013, by and between SAIC, Inc., a Delaware corporation (the “Company” or “Leidos”) and SAIC Gemini, Inc., a Delaware corporation (“New SAIC”). Each of Leidos and New SAIC is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement dated as of the date hereof, by and between Leidos and New SAIC (as such may be amended from time to time, the “Distribution Agreement”).
