THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 31, 2018 Among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION as Borrower and THE LENDERS PARTY HERETO andCredit Agreement • November 5th, 2018 • Science Applications International Corp • Services-computer integrated systems design • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2018 (as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), and CITIBANK, N.A. (“Citibank”), as administrative agent hereunder (in such capacity, the “Administrative Agent”) and as collateral agent hereunder and under the Security and Guarantee Documents (in such capacity, the “Collateral Agent” and together in its capacity as Administrative Agent and Collateral Agent, the “Agent”) for the Lenders.
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 9th, 2014 • Science Applications International Corp • Services-computer integrated systems design • Delaware
Science Applications International Corporation, 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 2013 Equity Incentive Plan (the “Plan”).
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 9th, 2014 • Science Applications International Corp • Services-computer integrated systems design • Delaware
Science Applications International Corporation, 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 2013 Equity Incentive Plan (the “Plan”).
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”).
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • April 9th, 2014 • Science Applications International Corp • Services-computer integrated systems design • Delaware
This Performance Share Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Science Applications International Corporation, a Delaware corporation (the “Company” or “SAIC”), and Recipient (as defined below).
2 - (a) the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the...Credit Agreement • February 12th, 2024 • Science Applications International Corp • Services-computer integrated systems design • New York
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 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.
AGREEMENT AND PLAN OF MERGER among ENGILITY HOLDINGS, INC., SCIENCE APPLICATIONS INTERNATIONAL CORPORATION and RAPTORS MERGER SUB, INC.Agreement and Plan of Merger • September 10th, 2018 • Science Applications International Corp • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of September 9, 2018, among ENGILITY HOLDINGS, INC., a Delaware corporation (the “Company”), SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (“Parent”), and RAPTORS MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
MASTER TRANSITIONAL CONTRACTING AGREEMENT by and between SAIC, INC. and SAIC GEMINI, INC. dated as of September 25, 2013Master Transitional Contracting Agreement • December 13th, 2013 • Science Applications International Corp • Services-computer integrated systems design • Virginia
MASTER TRANSITIONAL CONTRACTING AGREEMENT (this “MTC Agreement”), dated as of September 25, 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 in this MTC Agreement shall have the meaning set forth in Section 1.1.
EMPLOYEE MATTERS AGREEMENT by and between SAIC, INC. and SAIC GEMINI, INC. dated as of September 25, 2013Employee Matters Agreement • October 1st, 2013 • Science Applications International Corp • Services-computer integrated systems design • Delaware
THIS EMPLOYEE MATTERS AGREEMENT, dated as of September 25, 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.”
ENGILITY HOLDINGS, INC. SECOND AMENDED AND RESTATED PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • March 29th, 2019 • Science Applications International Corp • Services-computer integrated systems design • Delaware
This Performance Unit Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Engility Holdings, Inc., a Delaware corporation (the “Corporation”), and the Participant (as defined below). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Engility Holdings, Inc. Second Amended and Restated 2012 Long Term Performance Plan (the “Plan”). The Plan provides for the grant of Performance-Based Awards to key employees of the Corporation or its Affiliates as approved by the Committee. In exercise of its discretion under the Plan, the Committee has determined that the Participant should receive a Performance-Based Award of Share Units subject to the terms and restrictions set forth herein under the Plan and, accordingly, the Corporation and the Participant hereby agree as follows:
MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENTMaster Accounts Receivable Purchase Agreement • February 12th, 2020 • Science Applications International Corp • Services-computer integrated systems design • New York
MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT, dated as of January 21, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (“SAIC” , an “Initial Seller” and a “Seller”), ENGILITY SERVICES, LLC, a Delaware limited liability company (“Engility”, an “Initial Seller” and a “Seller”), and each Additional Seller (as defined below) that becomes a party hereto (each, a “Seller”, and collectively, the “Sellers”), and MUFG BANK, LTD. (“MUFG”), as the purchaser (the “Purchaser”).
MASTER TRANSITION SERVICES AGREEMENT by and between SAIC, INC. and SAIC GEMINI, INC. dated as of September 25, 2013Master Transition Services Agreement • October 1st, 2013 • Science Applications International Corp • Services-computer integrated systems design • Delaware
This Master Transition Services Agreement (this “Agreement”) is entered into on September 25, 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”).
ASSET PURCHASE AGREEMENT between Unisys Corporation and Science Applications International Corporation Dated as of February 5, 2020Asset Purchase Agreement • February 6th, 2020 • Science Applications International Corp • Services-computer integrated systems design • Delaware
THIS ASSET PURCHASE AGREEMENT (including the schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of February 5, 2020 (the “Execution Date”), is made by and between Science Applications International Corporation, a Delaware corporation (“Buyer”), and Unisys Corporation, a Delaware corporation (“Seller”). All of the signatories to this Agreement are collectively referred to as the “Parties” and individually as a “Party.”
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 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”).
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 • March 28th, 2022 • Science Applications International Corp • Services-computer integrated systems design • Delaware
This Performance Share Award Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between Science Applications International Corporation, a Delaware corporation (the “Company” or “SAIC”), and Recipient (as defined below).
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”).
Release AgreementRelease Agreement • September 10th, 2014 • Science Applications International Corp • Services-computer integrated systems design
This Agreement describes the Career Transition Benefits you will receive in consideration for signing this Agreement with Science Applications International Corporation (SAIC). This Agreement does not change the at-will nature of your employment with SAIC.
FORM RSU AGREEMENT SCIENCE APPLICATIONS INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTForm Rsu Agreement • June 13th, 2023 • Science Applications International Corp • Services-computer integrated systems design • Delaware
This Award for Restricted Stock Units (RSUs) is granted pursuant to the terms and conditions of the 2023 Equity Incentive Plan (the “Plan”) and this Agreement. Each RSU represents a right to receive one Share subject to continued employment through the vesting date and the other terms and conditions described in the Plan and this Agreement. In the event of any inconsistency between the terms and conditions in this Agreement and those set forth in the Plan, the terms and conditions of the Plan will prevail. Capitalized terms used herein and not defined will have the meanings attributed to them in the Plan.
SECOND AMENDMENTSecond Amendment • March 16th, 2020 • Science Applications International Corp • Services-computer integrated systems design • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2018 (as further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), and CITIBANK, N.A. (“Citibank”), as administrative agent hereunder (in such capacity, the “Administrative Agent”) and as collateral agent hereunder and under the Security and Guarantee Documents (in such capacity, the “Collateral Agent” and together in its capacity as Administrative Agent and Collateral Agent, the “Agent”) for the Lenders.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • July 2nd, 2019 • Science Applications International Corp • Services-computer integrated systems design • Delaware
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2019, by and between Science Applications International Corporation, a Delaware corporation (“Company”), and Kohlberg Kravis Roberts & Co. L.P. (“Seller”).
THIRD AMENDMENTThird Amendment • March 5th, 2021 • Science Applications International Corp • Services-computer integrated systems design
This THIRD AMENDMENT, dated as of March 1, 2021 (this “Agreement”), to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2018 (as amended by the FIRST AMENDMENT, dated as of February 19, 2020, as further amended by the SECOND AMENDMENT, dated as of March 13, 2020, and as otherwise amended from time to time prior to the date hereof, the “Existing Credit Agreement”, among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto, the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”) (capitalized terms used but not defined herein have the meaning provided in the Amended Credit Agreement (as defined below)). CITIBANK, N.A. has been appointed to act as lead arranger and bookrunner in connection with this Agreement (in such capacities, the “Arranger”).
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • December 13th, 2013 • Science Applications International Corp • Services-computer integrated systems design • Delaware
Science Applications International Corporation, 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 2013 Equity Incentive Plan, as amended (the “Plan”).
VOTING AGREEMENTVoting Agreement • September 10th, 2018 • Science Applications International Corp • Services-computer integrated systems design • Delaware
Voting Agreement, dated as of September 9, 2018 (this “Agreement”), by and among Science Applications International Corporation, a Delaware corporation (“Parent”), Engility Holdings, Inc., a Delaware corporation (the “Company”), Birch Partners, LP, a Delaware limited partnership (the “Stockholder”), and, in each case, for purposes of Sections 2.1, 2.3, 5.2, 5.4 and ARTICLE VI only, the KKR Investors (as defined below) and the GA Investors (as defined below).
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT BY ACCEPTING THIS AWARD, YOU VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND IN THE PLAN.Equity Incentive Plan • March 28th, 2022 • Science Applications International Corp • Services-computer integrated systems design • Delaware
Science Applications International Corporation, 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 Amended and Restated 2013 Equity Incentive Plan (the “Plan”).
FOURTH AMENDMENTFourth Amendment • July 7th, 2021 • Science Applications International Corp • Services-computer integrated systems design • New York
Exhibit E - Form of Tax Compliance Certificates Exhibit F -Form of Guarantee and Collateral Agreement Exhibit G -Form of Perfection Certificate
SECOND AMENDMENTCredit Agreement • February 9th, 2018 • Science Applications International Corp • Services-computer integrated systems design
This SECOND AMENDMENT, dated as of February 7, 2018 (this “Agreement”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 4, 2015, as amended by the FIRST AMENDMENT, dated as of August 23, 2016 (the “Existing Credit Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party thereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”) (capitalized terms used but not defined herein have the meaning provided in the Existing Credit Agreement). Citibank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc., US Bank National Association and Wells Fargo Bank, National Association, have been appointed to act as joint lead arrangers and joint bookrunners in connection with this Agreement (in such capacities, the “Arrangers”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Capital One, National Association, First
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • June 13th, 2016 • Science Applications International Corp • Services-computer integrated systems design • Virginia
AGREEMENT AND PLAN OF MERGER dated as of March 1, 2015 by and among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, CAYMUS ACQUISITION CORPORATION, SCITOR HOLDINGS, INC. and LEONARD GREEN & PARTNERS, L.P. (solely in its capacity as Holder Representative)Agreement and Plan of Merger • March 2nd, 2015 • Science Applications International Corp • Services-computer integrated systems design • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of March 1, 2015, is entered into by and among Science Applications International Corporation, a Delaware corporation (“Parent”), Caymus Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Scitor Holdings, Inc., a Delaware corporation (the “Company”), and Leonard Green & Partners, L.P., a Delaware limited partnership, solely in its capacity as the initial Holder Representative hereunder. Parent, Merger Sub, the Company and, solely in its capacity as such and to the extent applicable, the Holder Representative, are referred to collectively herein as the “Parties” and each individually as a “Party.”
FORM PSU AGREEMENT SCIENCE APPLICATIONS INTERNATIONAL CORPORATIONForm Psu Agreement • June 13th, 2023 • Science Applications International Corp • Services-computer integrated systems design • Delaware
This Award for Performance Stock Units (PSUs) is granted pursuant to the terms and conditions of the 2023 Equity Incentive Plan (the “Plan”) and this Agreement. Each PSU represents a right to receive one Share subject to the attainment of Performance Goals and the other terms and conditions described in the Plan and this Agreement. In the event of any inconsistency between the terms and conditions in this Agreement and those set forth in the Plan, the terms and conditions of the Plan will prevail. Capitalized terms used herein and not defined will have the meanings attributed to them in the Plan.
FIRST AMENDMENTFirst Amendment • August 25th, 2016 • Science Applications International Corp • Services-computer integrated systems design
This FIRST AMENDMENT, dated as of August 23, 2016 (this “Agreement”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 4, 2015 (the “Existing Credit Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the lenders party thereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”) (capitalized terms used but not defined herein having the meaning provided in the Existing Credit Agreement). Citibank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc., US Bank National Association and Wells Fargo Bank, National Association, have been appointed to act as joint lead arrangers and joint bookrunner in connection with this Agreement (in such capacities, the “Arrangers”).
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • September 1st, 2015 • Science Applications International Corp • Services-computer integrated systems design • Virginia
THIS SETTLEMENT AGREEMENT and GENERAL RELEASE (the “Agreement”), made and effective for all purposes and in all respects as of July 6, 2015, by and between Science Applications International Corporation, (“EMPLOYER”) and Mark D. Schultz (“EMPLOYEE”), (collectively, “the parties.”)
PERFORMANCE UNDERTAKINGPerformance Undertaking • February 12th, 2020 • Science Applications International Corp • Services-computer integrated systems design • New York
This PERFORMANCE UNDERTAKING, dated as of January 21, 2020 (this “Undertaking”), is made by SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the “Performance Guarantor”), in favor of MUFG BANK, LTD. (“MUFG”), as the Purchaser (as defined below).
