0001336920-14-000007 Sample Contracts

FORM OF SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • March 27th, 2014 • Leidos, Inc. • Services-computer integrated systems design • Virginia

This SEVERANCE PROTECTION AGREEMENT is effective as of _____________by and between Leidos Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (the “Executive”).

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FORM OF LEIDOS HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Management)
Restricted Stock Unit Award Agreement • March 27th, 2014 • Leidos, 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 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”).

NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • March 27th, 2014 • Leidos, 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”).

NONSTATUTORY STOCK OPTION AGREEMENT NON-EMPLOYEE DIRECTORS
Nonstatutory Stock Option Agreement • March 27th, 2014 • Leidos, 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”). 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”).

FORM OF LEIDOS HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Leidos, Inc. • March 27th, 2014 • 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”).

FORM OF LEIDOS HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Non- Employee Directors)
Award Agreement • March 27th, 2014 • Leidos, 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 a non-employee director, 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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