DISTRIBUTION AGREEMENT by and between SAIC, INC. and SAIC GEMINI, INC. Dated as of September 25, 2013Distribution Agreement • October 1st, 2013 • Leidos, Inc. • Services-computer integrated systems design • Delaware
DISTRIBUTION AGREEMENT (this “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 and not defined herein shall have the meaning set forth in Section 1.1.
TAX MATTERS AGREEMENT by and between SAIC, INC. and SAIC GEMINI, INC. dated as of September 25, 2013Tax Matters Agreement • October 1st, 2013 • Leidos, Inc. • Services-computer integrated systems design • Delaware
This TAX MATTERS AGREEMENT is dated as of September 25, 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”).
