SAIC Gemini, Inc. (Form: S-8, Received: 09/27/2013 16:59:09)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on September 27, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SAIC Gemini, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware		46-1932921
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1710 SAIC Drive McLean, Virginia 22102 (703) 676-4300 (Address, including zip code, of registrant’s principal executive offices)

Science Applications International Corporation Stock Compensation Plan

Science Applications International Corporation Management Stock Compensation Plan

Science Applications International Corporation Key Executive Stock Deferral Plan

Keystaff Deferral Plan

Science Applications International Corporation Employee Stock Purchase Plan

Science Applications International Corporation 401(k) Excess Deferral Plan

Science Applications International Corporation Retirement Plan

Science Applications International Corporation 2013 Equity Incentive Plan

(Full Title of the Plans)

Mark D. Schultz

Executive Vice President and General Counsel

1710 SAIC Drive

McLean, Virginia 22102

703-676-4300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all notices, orders and communication to:

Gary Sellers

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, par value $0.0001 per share (1) (9) (10)	400,000	$29.988	$11,995,200	$1,636.15
Common stock, par value $0.0001 per share (2) (9) (10)	300,000	$29.988	$8,996,400	$1,227.11
Common stock, par value $0.0001 per share (3) (9) (10)	1,500,000	$29.988	$44,982,000	$6,135.54
Deferred Compensation Obligations (4) (11)	$9,000,000	100%	$9,000,000	$1,227.60
Common stock, par value $0.0001 per share (5) (9) (10)	1,000,000	$29.988	$29,988,000	$4,090.36
Deferred Compensation Obligations (6) (11)	$1,100,000	100%	$1,100,000	$150.04
Common stock, par value $0.0001 per share (7) (9) (10)	5,700,000	$29.988	$170,931,600	$23,315.07
Common stock, par value $0.0001 per share (8) (9) (10)	7,000,000	$29.988	$209,916,000	$28,632.54

(1)	Covers shares of common stock, par value $0.0001 per share (the “Common Stock”), of SAIC Gemini, Inc. (the “Company” or the “Registrant”) issuable under the Science Applications International Corporation Stock Compensation Plan.

(2)	Covers shares of Common Stock issuable under the Science Applications International Corporation Management Stock Compensation Plan.

(3)	Covers shares of Common Stock issuable under the Science Applications International Corporation Key Executive Stock Deferral Plan.

(4)	Covers unsecured obligations issuable under the Keystaff Deferral Plan.

(5)	Covers shares of Common Stock issuable under the Science Applications International Corporation Employee Stock Purchase Plan.

(6)	Covers unsecured obligations issuable under the Science Applications International Corporation 401(k) Excess Deferral Plan.

(7)	Covers shares of Common Stock issuable under the Science Applications International Corporation 2013 Equity Incentive Plan.

(8)

Covers shares of Common Stock issuable under the Science Applications International Corporation Retirement Plan. Pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate number of plan interests to be offered or sold pursuant to the Science Applications International Corporation Retirement Plan.

(9)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(10)

Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of shares of the Common Stock in the “when issued” trading market as reported on the New York Stock Exchange on September 23, 2013. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.

(11)	The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Science Applications International Corporation Stock Compensation Plan, the Science Applications International Corporation Management Stock Compensation Plan, the Science Applications International Corporation Key Executive Stock Deferral Plan, the Keystaff Deferral Plan, the Science Applications International Corporation Employee Stock Purchase Plan, the Science Applications International Corporation 401(k) Excess Deferral Plan, the Science Applications International Corporation Retirement Plan and the Science Applications International Corporation 2013 Equity Incentive Plan as covered by this Registration Statement on Form S-8 (the “Registration Statement”) and as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by Company are hereby incorporated by reference in this Registration Statement:

(a)

the Company’s effective Registration Statement on Form 10, as amended (File No. 001-35832) and filed by the Company on September 9, 2013, including the description of the Company’s Common Stock contained therein, and any amendment or report filed for the purpose of updating such description; and

(b)

the Company’s Current Report on Form 8-K as filed with the Commission on September 19, 2013.

All documents that the Company, the Science Applications International Corporation Employee Stock Purchase Plan or the Science Applications International Corporation 401(k) Excess Deferral Plan subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware permits a Delaware corporation to indemnify its directors, officers, employees and agents, subject to certain limitations.

As permitted by the General Corporation Law of the State of Delaware, our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of our directors for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the General Corporation Law of the State of Delaware or (4) for any transaction from which the director derived an improper personal benefit.

As permitted by the General Corporation Law of the State of Delaware, our amended and restated certificate of incorporation provides that (1) we shall indemnify our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware, subject to certain limited exceptions, (2) we may indemnify our other employees and agents as set forth in the General Corporation Law of the State of Delaware, (3) we are required to advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the fullest extent not prohibited by applicable law, subject to the receipt by us of an undertaking to repay such amounts to the extent required by law and (4) the rights conferred in the amended and restated certificate of incorporation are not exclusive.

We expect to enter into indemnification agreements with each of our directors and executive officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our restated certificate of incorporation and to provide additional procedural protections.

The exculpation and indemnification provisions in our amended and restated certificate of incorporation and the indemnification provisions of indemnification agreements that will be entered into between us and each of our directors and executive officers may be sufficiently broad to permit indemnification of our directors and executive officers for liabilities arising under the Securities Act of 1933.

We also intend to maintain director and officer liability insurance, if available on reasonable terms, to insure our directors and officers against the cost of defense, the cost of settlement or payment of a judgment under certain circumstances.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement.


Exhibit Number		Description

4.1		Amended and Restated Certificate of Incorporation of SAIC Gemini, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, as filed with the Commission on September 19, 2013 (File No. 001-35832))

4.2		Amended and Restated By-laws of SAIC Gemini, Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, as filed with the Commission on September 19, 2013 (File No. 001-35832))

4.3		Science Applications International Corporation Stock Compensation Plan*

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4.4		Science Applications International Corporation Management Stock Compensation Plan*

4.5		Science Applications International Corporation Key Executive Stock Deferral Plan*

4.6		Keystaff Deferral Plan*

4.7		Science Applications International Corporation Employee Stock Purchase Plan*

4.8		Science Applications International Corporation 401(k) Excess Deferral Plan*

4.9		Science Applications International Corporation Retirement Plan*

4.10		Science Applications International Corporation 2013 Equity Incentive Plan*

5.1		Opinion of Simpson Thacher & Bartlett LLP*

5.2		Opinion of Richards, Layton & Finger, P.A.*

23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 hereto)*

23.2		Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 hereto)*

23.3		Consent of Deloitte & Touche LLP*

24		Power of Attorney (included on the signature page to this Registration Statement)*

*	Filed herewith

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act ) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of McLean, State of Virginia, on September 27, 2013.


SAIC Gemini, Inc.

By:		/s/ John R. Hartley
		Name: John R. Hartley Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark D. Schultz and Paul H. Greiner, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agent, with full power and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 27, 2013.


Name		Title

/s/ Anthony J. Moraco Name: Anthony J. Moraco		Director and Chief Executive Officer ( Principal Executive Officer )

/s/ John R. Hartley Name: John R. Hartley		Chief Financial Officer ( Principal Financial and Accounting Officer )

/s/ Vincent A. Maffeo Name: Vincent A. Maffeo		Director

/s/ Mark W. Sopp Name: Mark W. Sopp		Director

/s/ Edward J. Sanderson Jr. Name: Edward J. Sanderson Jr.		Director

/s/ Jere A. Drummond Name: Jere A. Drummond		Director

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Science Applications International Corporation Retirement Plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of McLean, State of Virginia, on September 27, 2013.


Science Applications International Corporation Retirement Plan

By:		/s/ Brian F. Keenan
		Name: Brian F. Keenan Title: Executive Vice President for Human Resources

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Exhibit 4.3

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

STOCK COMPENSATION PLAN

Effective September 27, 2013

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS				1

	1.1	Account		1

	1.2	Award		1

	1.3	Awarding Authority		1

	1.4	Beneficiary		1

	1.5	Board		1

	1.6	Code		2

	1.7	Committee		2

	1.8	Company		2

	1.9	Company Stock		2

	1.10	Dividend Account		2

	1.11	Employee		2

	1.12	Fair Market Value		2

	1.13	Ordinary Dividend		2

	1.14	Ordinary Dividend Equivalent Amount		2

	1.15	Participant		3

	1.16	Plan		3

	1.17	Separation From Service		3

	1.18	Share Unit		3

	1.19	Termination of Affiliation		3

	1.20	Trust		3

	1.21	Trustee		3

ARTICLE II PARTICIPATION AND AWARDS				3

	2.1	Designation by Awarding Authority		3

	2.2	Awarding Authority to Make Awards		3

	2.3	Awards May be Held in Trust		4

	2.4	Vesting and Forfeiture		4

ARTICLE III TRUST FUND				4

	3.1	Trust Fund Established		4

	3.2	Company, Committee, Board, Award Authority and Trustee Not Responsible for Adequacy of Trust Fund		4

	3.3	Invasion of Trust by Creditors		4

	3.4	Trust Expenses		4



ARTICLE IV ACCOUNTS			5

	4.1	Committee to Maintain Accounts	5

	4.2	Accounting Procedures	5

	4.3	Ordinary Dividend Equivalents	5

ARTICLE V RIGHTS IN ACQUIRED STOCK			5

	5.1	Power to Vote Stock Rests With Trustee	5

	5.2	Tender Offers	5

	5.3	Dividends	5

ARTICLE VI DISTRIBUTION OF ACCOUNTS			5

	6.1	Time of Distribution	5

	6.2	Form of Distribution	6

	6.3	Beneficiary Designation	6

	6.4	Distribution to Guardian	6

	6.5	Withholding of Taxes	7

ARTICLE VII ACCELERATION OF DISTRIBUTION AND/OR VESTING			7

	7.1	Change in Control	7

	7.2	Hardship	7

ARTICLE VIII PLAN TERMINATION AND AMENDMENT			8

	8.1	Termination and Amendments	8

ARTICLE IX PLAN ADMINISTRATION			8

	9.1	Committee	8

	9.2	Committee Powers	8

	9.3	Plan Expenses	9

	9.4	Reliance Upon Documents and Opinions	10

	9.5	Requirement of Proof	10

	9.6	Limitation on Liability	10

	9.7	Indemnification	10

ARTICLE X MISCELLANEOUS PROVISIONS			11

	10.1	Restrictions on Plan Interest	11

	10.2	No Enlargement of Employee Rights	11

	10.3	Rights of Repurchase and First Refusal for the Company	12

	10.4	Mailing of Payments	12

	10.5	Inability to Locate Participant or Beneficiary	12


10.6	Governing Law	12

10.7	Illegality of Particular Provision	12

10.8	Interpretation	12

10.9	Tax Effects	12

10.10	Receipt or Release	13

10.11	Records	13

10.12	Arbitration	13

10.13	Recoupment of Awards	13

iii

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

STOCK COMPENSATION PLAN

PURPOSE AND HISTORY

This Plan is an unfunded compensation arrangement established effective as of September 27, 2013 by Science Applications International Corporation to make deferred awards of company stock to selected Employees. This Plan is intended to comply with Code Section 409A.

All Participants and their Beneficiaries having an undistributed interest in the Leidos, Inc. Stock Compensation Plan (previously known as the Science Applications International Corporation Stock Compensation Plan) immediately prior to September 27, 2013 shall, on and after September 27, 2013, be entitled to benefits provided solely from this Plan, in lieu of any and all interest which they had or may have had under the Leidos, Inc. Stock Compensation Plan, and the rules governing distribution of such interests under the Leidos, Inc. Stock Compensation Plan shall remain in effect except to the extent amended in accordance with the terms of this Plan. Without limiting the generality of the foregoing, beneficiary designations under the Leidos, Inc. Stock Compensation Plan shall continue to apply to the Accounts.

The number of Share Units credited to each Account under the Plan as of September 27, 2013 shall be determined in accordance with Section 6.3 of the Employee Matters Agreement by and between SAIC, Inc. and SAIC Gemini, Inc. dated as of September 27, 2013.

ARTICLE I

DEFINITIONS

Whenever the following terms are used in the Plan they shall have the meaning specified below, unless the context indicates clearly to the contrary.

1.1 Account . The bookkeeping account established for a Participant pursuant to Article IV to record the number of Share Units awarded to the Participant, to record the Participant’s Ordinary Dividend Equivalent Amounts, to record the number of Share Units credited as a result of such Ordinary Dividend Equivalent Amounts, and to record the vesting of the amounts credited to the Account.

1.2 Award . The award of Share Units to an Employee pursuant to the Plan.

1.3 Awarding Authority . The individual or group of individuals appointed by the Board to make Awards pursuant to the Plan.

1.4 Beneficiary . The person or persons properly designated by the Participant, in accordance with Section 6.3, to receive the benefits provided herein upon death of the Participant.

1.5 Board . The Board of Directors of Science Applications International Corporation or its ultimate parent corporation, if any.

1.6 Code . The Internal Revenue Code of 1986, as amended.

1.7 Committee . The committee appointed by the Board to administer the Plan. Members of the Committee shall be eligible to receive Awards under the Plan at the discretion of the Awarding Authority.

1.8 Company . Science Applications International Corporation (or its ultimate parent corporation, if any). In addition, unless the context indicates otherwise, as used in this Plan, the term Company shall also mean and include any direct or indirect subsidiary of the Company which has been approved by the Awarding Authority for participation in this Plan by its Employees.

1.9 Company Stock . The common stock of Science Applications International Corporation, par value $0.0001 per share or any other security (including preferred stock) of the Company or the Company’s ultimate parent corporation, if any, designated as Company Stock by the Committee.

1.10 Dividend Account . The portion of a Participant’s Account maintained by the Committee to record the Participant’s Ordinary Dividend Equivalent Amounts.

1.11 Employee . A salaried employee of the Company.

1.12 Fair Market Value .

(1) If the Company Stock is being valued in connection with a transaction (such as the crediting of Share Units to an Account or a distribution) for which the Committee determines there is a corresponding transaction by the Trust, the net price per share of Company Stock purchased or the net proceeds per share of Company Stock sold in the transaction by the Trust, in each case including all expenses of such transaction by the Trust.

(2) If paragraph (1) does not apply, (a) the closing price of the Company Stock on the New York Stock Exchange on the date for which the fair market value is determined, or, if there is no trading of the Company Stock on such date, then the closing price of the Company Stock on the New York Stock Exchange on the next preceding date on which there was trading in such shares; or (b) if the Company Stock is not listed, admitted or quoted, the Committee may designate such other source of data as it deems appropriate for determining such value for purposes of this Plan.

1.13 Ordinary Dividend . All cash dividends or other cash distributions paid by the Company on shares of Company Stock.

1.14 Ordinary Dividend Equivalent Amount . The amount of Ordinary Dividends credited by the Company to a Participant’s Account. Such amount to be equal to the per share Ordinary Dividend paid by the Company on its Company Stock multiplied by the number of Share Units credited to the Participant’s Account as of the related dividend payment record date.

1.15 Participant . An Employee designated by the Awarding Authority to receive an Award under the Plan.

1.16 Plan . The Science Applications International Corporation Stock Compensation Plan as set forth herein and as amended from time to time.

1.17 Separation From Service . The death, retirement or termination of the Employee’s employment with the Company. This definition of Separation From Service shall be interpreted and construed in a manner intended to comply with Code Section 409A and the published authorities thereunder.

1.18 Share Unit . The interest of a Participant in a share of Company Stock held in the Participant’s Account. A full Share Unit shall be equivalent to a full share of Company Stock, and a partial Share Unit shall be equivalent to the corresponding fraction of a share of Company Stock.

1.19 Termination of Affiliation . Any termination of employment with the Company by an Employee, as determined by the Committee, whether by reason of death, disability, voluntary resignation, layoff, discharge, or otherwise. Furthermore, if an Employee is employed by a direct or indirect subsidiary of the Company, such an Employee will have a Termination of Affiliation upon the divestiture of such subsidiary. The Committee shall have the discretion to establish rules and make determinations as to what constitutes a Termination of Affiliation including, without limitation, change of status (e.g., part-time, consulting Employee, etc.) or leave of absence. A Termination of Affiliation may occur regardless of whether an Employee has had a Separation From Service.

1.20 Trust . The Science Applications International Corporation Stock Compensation Plan Trust established by the Company to hold assets awarded to Participants under the Plan.

1.21 Trustee . Vanguard Fiduciary Trust Company or such successor trustee as shall be appointed pursuant to the Trust.

ARTICLE II

PARTICIPATION AND AWARDS

2.1 Designation by Awarding Authority . The Awarding Authority in its sole discretion shall designate those Employees who are to receive Awards under the Plan. The Awarding Authority’s designation of an Employee for a particular Award shall not require the Awarding Authority to make any further Awards to such Employee.

2.2 Awarding Authority to Make Awards . The Awarding Authority shall make Awards under the Plan by determining a number of Share Units to be credited to those Employees whom the Awarding Authority has selected for participation in the Plan and by establishing an Account in favor of such Employees in accordance with Article IV to hold such Share Units. A separate Account shall be established for each Award. Each Account shall be subject to a vesting schedule specified by the Awarding Authority. The amount, timing and vesting of each Award shall be decided in the Awarding Authority’s sole discretion, and the Awarding Authority may apply different terms to Awards made to different Employees as well as to different Awards made to the same Employee.

2.3 Awards May be Held in Trust . Contributions to the Trust with respect to Awards shall be made only if the Company, in its sole discretion, determines to make such contributions. Regardless of whether the Company makes contributions to the Trust with respect to Awards, the Participant shall be credited with a number of Share Units subject to the Award.

2.4 Vesting and Forfeiture . Each Account shall be subject to a vesting schedule, not to exceed seven (7) years, established by the Awarding Authority. Vesting shall cease upon the Participant’s Termination of Affiliation for any reason other than the death of the Participant. In the event of death of a Participant, all of the Participant’s Account(s) shall become immediately vested. The unvested portion of a Participant’s Accounts upon a Termination of Affiliation shall be immediately forfeited by the Participant, and any shares of Company Stock represented by such unvested portion shall be returned to the Company or reallocated in accordance with the Committee’s directions and the terms of the Trust. Notwithstanding anything to the contrary in the provisions of this Plan regarding distribution of Accounts, the provisions of this Section 2.4 shall govern vesting and forfeitures of Accounts. Accordingly, a Participant may have a Termination of Affiliation under this Section 2.4 (resulting in a forfeiture of the unvested portion of the Participant’s Accounts) prior to the Participant’s Separation From Service.

ARTICLE III

TRUST FUND

3.1 Trust Fund Established . The Company has established the Trust pursuant to a trust agreement under which the Trustee will hold and administer in trust all assets deposited with the Trustee in accordance with the terms of this Plan. The Board shall have the authority to select and remove the Trustee to act under the Trust agreement, and to enter into new or amended trust agreements as it deems advisable.

3.2 Company, Committee, Board, Award Authority and Trustee Not Responsible for Adequacy of Trust Fund . Neither the Company, Board, Award Authority, Committee nor Trustee shall be liable or responsible for the adequacy of funds held in the Trust to meet and discharge any or all payments and liabilities hereunder. All Plan benefits will be paid from the Trust assets or by the Company to the extent not paid from Trust assets, and neither the Board, Award Authority, Committee nor the Trustee shall have any duty or liability to pay such benefits or furnish the Trust with any funds, securities or other assets.

3.3 Invasion of Trust by Creditors . If assets of the Trust should be reduced due to action of the Company’s creditors, as provided in the Trust document, the Committee shall reduce each Account for which the Trust held assets on a pro rata basis to reflect such reduction in Trust assets, and the Company shall have no obligation to replace such lost assets.

3.4 Trust Expenses . Expenses of the Trust which are not paid by the Company shall be applied to reduce each Account for which the Trust holds assets on a pro rata basis.

ARTICLE IV

ACCOUNTS

4.1 Committee to Maintain Accounts . The Committee shall open and maintain a separate Account with respect to each Award made under the Plan for purposes of keeping a record of the number of Share Units credited as a result of the Award.

4.2 Accounting Procedures . The Committee shall establish and may amend from time to time accounting procedures for the purpose of making allocations, distributions, valuations and adjustments to Accounts provided for in this Article IV. A Participant or Beneficiary shall have no contractual or other right to have a particular accounting procedure or convention apply, or continue to apply, and the Committee shall be free to alter any such procedure or convention without obligation to any Participant or Beneficiary.

4.3 Ordinary Dividend Equivalents . As of any date that the Company pays an Ordinary Dividend, each Participant’s Dividend Account shall be credited with an Ordinary Dividend Equivalent Amount. Such Ordinary Dividend Equivalent Amount shall be credited to each Participant’s Account in the form of a number of Share Units (including partial Share Units) determined by dividing the Participant’s Ordinary Dividend Equivalent Amount (expressed in dollars) by the Fair Market Value of a share of Company Stock as of the crediting date. Amounts credited to a Participant’s Dividend Account shall vest (or be forfeited) in accordance with the provisions of Section 2.4.

ARTICLE V

RIGHTS IN ACQUIRED STOCK

5.1 Power to Vote Stock Rests With Trustee . The power to vote any stock held by the Trustee shall rest solely with the Trustee, who shall vote such stock in the same proportion that the other shareholders vote their shares of stock of the Company. For purposes of this Section 5.1, in determining how other shareholders voted, the Trustee shall take into account the votes of shareholders with respect to all classes of voting stock.

5.2 Tender Offers . In the case of a tender offer for the Company Stock, the Trustee shall tender the shares of Company Stock held by the Trust only if more than fifty percent (50%) of the shares of Company Stock held outside the Trust are tendered by the shareholders.

5.3 Dividends . All Ordinary Dividends on Company Stock held in Trust shall be held by the Trustee and reinvested as directed by the Committee.

ARTICLE VI

DISTRIBUTION OF ACCOUNTS

6.1 Time of Distribution . Subject to the acceleration provisions of Article VII, a Participant’s Account shall be distributed as follows:

(a) With respect to Awards granted on or after January 1, 2005, the Participant’s Account shall be distributed as it becomes vested, with each payment to be made within a reasonable period of time following the date of vesting of the portion of the Account to be paid; provided, however, that such payments shall be made no later than the last day of the calendar year in which the applicable vesting date occurs or, if later, the fifteenth day of the third calendar month following the applicable vesting date.

(b) Notwithstanding the foregoing, if any stock of the Company is publicly traded on an established securities market at the time of a Participant’s Separation From Service, any distribution on account of the Separation From Service of a Participant who is a “specified employee” under Code Section 409A(a)(1)(B)(i) shall not be made before the earlier of (i) the date which is six (6) months after such Participant’s Separation From Service or (ii) the date of the Participant’s death. For any twelve (12) month period commencing April 1 and ending March 31, an Employee is a “specified employee” if the Employee was a “key employee” at any time during the calendar year ending before such April 1. A key employee is defined in Code Section 416(i) without regard to Code Section 416(i)(5).

6.2 Form of Distribution . Each distribution shall be made in a lump sum and in the form of Company Stock, except that fractional Share Units shall, as determined according to procedures established by the Committee, be distributed in kind as fractional shares or applied towards satisfying tax withholding obligations with respect to Participants’ distributions. A Participant shall have no right to request a cash distribution.

6.3 Beneficiary Designation .

(a) Upon forms provided by the Committee, each Participant shall designate in writing the Beneficiary or Beneficiaries whom such Participant desires to receive the benefits of this Plan, if any, payable in the event of such Participant’s death. A Participant may from time to time change his or her designated Beneficiary or Beneficiaries without the consent of such Beneficiary or Beneficiaries by filing a new designation in writing with the Committee. The Committee may rely upon the designation of Beneficiary or Beneficiaries last filed by the Participant in accordance with the terms of this Plan.

(b) If the designated Beneficiary does not survive the Participant, or if there is no valid Beneficiary designation, amounts payable under the Plan shall be paid to the Participant’s spouse, or if there is no surviving spouse, then to the duly appointed and currently acting personal representative of the Participant’s estate. If there is no personal representative of the Participant’s estate duly appointed and acting in that capacity within sixty (60) days after the Participant’s death, then all payments due under the Plan shall be payable to the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder pursuant to the laws of intestate succession or other statutory provision in effect at the Participant’s death in the state in which the Participant resided.

duly appointed guardian or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any custodian, conservator or other fiduciary responsible for the management and control of such person’s financial affairs in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge of the liabilities of the Company and the Trust to the Participant or Beneficiary under this Plan.

6.5 Withholding of Taxes . To the extent any distribution is subject to withholding taxes, the Committee shall require, as a condition to the payment of such distribution, that the taxes be withheld from such distribution. With respect to amounts paid from the Trust, the Trustee shall deliver the withheld amounts to the Company which shall pay over the withheld taxes as required by law. The Committee may, but need not, allow the Participant to make payment to the Company in the form of a check for such withholding taxes, and the Committee may provide in its discretion for other methods of withholding acceptable to the Company.

ARTICLE VII

ACCELERATION OF DISTRIBUTION AND/OR VESTING

7.1 Change in Control . All Accounts shall become fully vested and shall be immediately distributed to the Participants to whom such Accounts belong, upon the occurrence of a Change in Control (as hereinafter defined) of the Company. A “Change in Control” shall be deemed to occur if any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than the Company, any subsidiary or employee benefit plan or trust maintained by the Company or subsidiary, during any 12-month period ending on the date of the most recent acquisition by such person, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of the Company’s stock representing thirty-five percent (35%) or more of the voting power of the Company’s then outstanding stock; provided, however, that a transaction shall not constitute a Change in Control unless it is a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A. For purposes of the foregoing, a subsidiary is any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, other than the last corporation in such chain, owns at least fifty percent (50%) of the total voting power in one of the other corporations in such chain.

7.2 Hardship . A withdrawal under this Section 7.2 shall be permitted only if the Participant incurs an “unforeseeable emergency,” as defined below. Any such distribution shall be limited to the amount of which distribution is reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, State or local income taxes or penalties reasonably anticipated to result from the distribution). For purposes of this Section 7.2, an “unforeseeable emergency” is a severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse or dependent, (ii) the loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home to the extent not otherwise covered by insurance), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of whether a Participant has an unforeseeable emergency shall be made in accordance with the authorities published pursuant to Code Section 409A.

ARTICLE VIII

PLAN TERMINATION AND AMENDMENT

8.1 Termination and Amendments . The Plan shall continue until all amounts have been distributed in accordance with the terms of the Plan. Notwithstanding the foregoing sentence, the Company retains the right to amend or terminate the Plan for any reason, including but not limited to adverse changes in accounting rules or tax laws or the bankruptcy, receivership or dissolution of the Company. In the event of a Plan termination, benefits will be paid out when due under the terms of the Plan. To the extent feasible, the Committee shall use its best efforts to avoid adversely affecting the rights of any existing Participants in the Plan, but prior to a Change in Control, the Committee shall be under no specific duty or obligation in this regard. Following a Change in Control, no amendment or termination of the Plan shall adversely affect any benefits earned by Participants prior to the amendment or termination.

ARTICLE IX

PLAN ADMINISTRATION

9.1 Committee . The Plan shall be administered by the Committee. Subject to the provisions of the Plan and the authority granted hereunder to the Awarding Authority, the Committee shall have exclusive power to determine the manner and time of Awards and payment of benefits to the extent herein provided and to exercise any other discretionary powers granted to the Committee pursuant to the Plan. The decisions or determinations by the Committee shall be final and binding upon all parties, including shareholders, Participants, Beneficiaries and other Employees. The Committee shall have the authority to interpret the Plan, to make factual findings and determinations, to adopt and revise rules and regulations relating to the Plan and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Committee’s discretion in these matters shall be as broad and unfettered as permitted by law. Notwithstanding the foregoing, after a Change in Control, any findings, adoption or revision of rules or regulations, interpretations, decisions or determinations made by the Committee (including under Section 9.2) shall not be given any deference by a court or arbitrator, and if challenged by a Participant or Beneficiary, shall be reviewed on a de novo basis.

9.2 Committee Powers . The Committee shall have all powers necessary to supervise the administration of the Plan and control its operations. In addition to any powers and authority conferred on the Committee elsewhere in the Plan or by law, the Committee shall have, by way of illustration and not by way of limitation, the following powers and authority:

(a) To designate agents to carry out responsibilities relating to the Plan;

(b) To employ such legal, actuarial, medical, accounting, clerical and other assistance as it may deem appropriate in carrying out the provisions of this Plan;

(c) To administer, interpret, construe and apply this Plan and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, Beneficiary or other person whomsoever, including but not limited to all questions relating to eligibility to participate in the Plan, determination of Awards and the amount of benefits to which any Participant may be entitled;

(d) To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan;

(e) To establish claims procedures, and to make forms available for filing of such claims, and to provide the name of the person or persons with whom such claims should be filed. The Committee shall establish procedures for action upon claims initially made and the communication of a decision to the claimant promptly and, in any event, not later than sixty (60) days after the date of the claim; the claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a written decision is not furnished to the claimant within such sixty (60) day period. Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant (1) the specific reason or reasons for the denial, (2) specific reference to any provisions of this Plan on which denial is based, (3) description of any additional material or information necessary for the claimant to perfect his claim with an explanation of why such material or information is necessary, and (4) an explanation of the procedure for further reviewing the denial of the claim under the Plan. The Committee shall establish a procedure for review of claim denials, such review to be undertaken by the Committee. The review given after denial of any claim shall be a full and fair review with the claimant or his duly authorized representative having one hundred eighty (180) days after receipt of denial of his claim to request such review, having the right to review all pertinent documents and the right to submit issues and comments in writing. The Committee shall establish a procedure for issuance of a decision by the Committee not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible but not later than one hundred twenty (120) days after receipt of the claimant’s request for review. The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of this Plan on which the decision is based; and

(f) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient in the efficient administration of the Plan.

Prior to a Change in Control, any action taken in good faith by the Committee in the exercise of authority conferred upon it by this Plan shall be conclusive and binding upon the Participants and their Beneficiaries, and all discretionary powers conferred upon the Committee shall be absolute. Following a Change in Control, the actions of the Committee and its exercise of discretionary powers shall be reviewed on a de novo basis if challenged by a Participant or Beneficiary.

9.3 Plan Expenses . Members of the Committee shall serve as such without compensation from the Plan, but may receive compensation from the Company for so serving. All Plan administration expenses shall be borne by the Company or the Trust as determined by the Committee in its sole discretion.

9.4 Reliance Upon Documents and Opinions . The members of the Committee, the Awarding Authority, the Board, and the Company shall be entitled to rely upon any tables, valuations, computations, estimates, certificates, opinions and reports furnished by any consultant, or firm or corporation which employs one or more consultants or advisors. The Committee may, but is not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and may likewise treat such records as conclusive with respect to all Employees, Participants, Beneficiaries and any other persons whomsoever, except as otherwise provided by law.

9.5 Requirement of Proof . The Committee, the Awarding Authority, the Board, or the Company may require satisfactory proof of any matter under this Plan from or with respect to any Employee, Participant or Beneficiary, and no such person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof shall be furnished as so required.

9.6 Limitation on Liability . No Employee or director of the Company and no other person shall be subject to any liability by reason of or arising from his or her participation in the establishment or administration or operation of the Plan unless he or she acts fraudulently or in bad faith.

9.7 Indemnification

(a) To the extent permitted by law, the Company shall indemnify each member of the Awarding Authority, of the Committee, and any other Employee or director of the Company who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative, or investigative, by reason of his or her conduct in the performance in connection with the establishment or administration of the Plan or any amendment or termination of the Plan.

(b) This indemnification shall apply against expenses including, without limitation, attorneys fees and any expenses of establishing a right to indemnification hereunder, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, except in relation to matters as to which he or she has acted fraudulently or in bad faith in the performance of such duties.

(c) The termination of any proceeding by judgment, order, settlement, conviction, upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that the person acted fraudulently or in bad faith in the performance of his or her duties.

(d) Expenses incurred in defending any such proceeding may be advanced by the Company prior to the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the recipient to repay such amount, unless it shall be determined ultimately that the recipient is entitled to be indemnified as authorized in this Section 9.7.

(e) The right of indemnification set forth in this Section 9.7 shall be in addition to any other right to which any Awarding Authority member, Committee member or other person may be entitled as a matter of law, by corporate bylaws or otherwise.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Restrictions on Plan Interest .

(a) A Participant’s interest in this Plan shall be limited to his or her Account and he or she shall have no other interest in any assets of the Company nor any right as against the Company, Awarding Authority or Committee for payment of benefits under this Plan.

(b) None of the benefits, payments, proceeds, claims or rights hereunder of any Participant or Beneficiary shall be subject to any claim of any creditor of such Participant or Beneficiary and in particular the same shall not be subject to attachment, garnishment, or other legal process by any creditor of such Participant or Beneficiary.

(c) A Participant or Beneficiary shall not have any right to alienate, anticipate, commute, pledge, encumber, or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise, under the Plan.

(d) A Participant’s and Beneficiary’s interest in this Plan and the assets of the Trust are subject to the claims of the Company’s creditors as provided in the Trust. Each Participant and Beneficiary shall, however, be considered a general creditor of the Company with respect to his or her Account, so that if the Company should become insolvent, the Participant or Beneficiary will have a claim against the Company and Trust assets equal to that of the Company’s other general creditors (regardless of whether assets are removed from the Trust by a trustee in bankruptcy).

(e) Whenever a provision of this Plan restricts or limits a Participant or a Participant’s Account, benefit or distribution, such limitation shall also apply to a Beneficiary unless otherwise specified.

10.2 No Enlargement of Employee Rights .

(a) This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Employee, or to be consideration for, or an inducement to, or a condition of, the employment of any Employee.

(b) An Employee’s employment with the Company is not for any specified term and may be terminated by such Employee or by the Company at any time for any reason, with or without cause. Nothing in this Plan or in any agreement pursuant to this Plan shall confer upon any Employee or Participant any right to continue in the employ of or affiliation with the Company nor constitute any promise or commitment by the Company regarding future positions, future work assignments, future compensation or any other term or condition of employment or affiliation.

(d) The Plan is not intended to nor shall it be deemed to be a Plan providing retirement income or resulting in the deferral of income by Employees for periods extending to the termination of covered employment or beyond.

10.3 Rights of Repurchase and First Refusal for the Company . Any Company Stock distributed from the Plan may be subject to a right of repurchase and right of first refusal by the Company, as well as any conditions, limitations, or restrictions contained in any applicable agreement. The terms and conditions of the right of repurchase and right of first refusal, to the extent applicable, shall be in addition to those applied to Company Stock by the Certificate of Incorporation of Science Applications International Corporation, as amended.

10.4 Mailing of Payments . All payments under the Plan shall be delivered in person or mailed to the last address of the Participant (or, in the case of the death of the Participant to that of any other person entitled to such payments under the terms of the Plan). Each Participant shall be responsible for furnishing the Committee with his or her correct current address and the correct current name and address of his or her Beneficiary.

10.5 Inability to Locate Participant or Beneficiary . In the event that the Committee is unable to locate a Participant or Beneficiary to whom benefits are payable hereunder after mailing a notice to the Participant’s or Beneficiary’s last known address, and such inability lasts for a period of three (3) years, then any remaining benefits payable hereunder shall be forfeited to the Company and no Participant or Beneficiary shall have any right to further benefits from the Plan, even if subsequently located.

10.6 Governing Law . All legal questions pertaining to the Plan shall be determined in accordance with the laws of the State of Delaware, excluding its rules governing conflict of laws. Without limiting Section 10.9, it is intended that this Plan be administered and interpreted in a manner consistent with the applicable requirements of Code Section 409A, and further that the Plan be interpreted in a manner that satisfied the applicable requirements of Rule 16b-3 promulgated under the Exchange Act, so that Awards will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Exchange Act and will not be subject to avoidable liability thereunder.

10.7 Illegality of Particular Provision . If any particular provision of this Plan shall be found to be illegal or unenforceable, such provision shall not affect the other provisions thereof, but the Plan shall be construed in all respect as if such invalid provision were omitted.

10.8 Interpretation . Section headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any article or section.

10.9 Tax Effects . The Company makes no representations or warranties as to the tax consequences to a Participant or to a Participant’s Beneficiary from the grant of Awards hereunder or the subsequent receipt of any benefits as a result thereof. Each Participant must rely solely on his or her own tax advisor with respect to the tax consequences arising from the grant of Awards or the receipt of benefits hereunder, or from any other related transaction.

10.10 Receipt or Release . Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Awarding Authority, the Committee and the Company, and the Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

10.11 Records . The records of the Company with respect to the Plan shall be conclusive on all Participants, Beneficiaries, and all other persons whomsoever.

10.12 Arbitration . Any person disputing a decision of the Committee shall submit such dispute to binding arbitration pursuant to the rules of the American Arbitration Association, to be held in Fairfax County, Commonwealth of Virginia. In any arbitration with respect to a decision or action of the Committee taken before a Change in Control, the losing party in such arbitration proceedings shall bear the costs of arbitration, and each party shall bear its own attorneys’ fees. In any arbitration with respect to a decision or action of the Committee taken after a Change in Control, the Company shall bear the costs of arbitration (other than attorneys’ fees), and the arbitrator may make an award of attorneys’ fees; any such award shall be made according to the then-prevailing standards for judicial awards of attorneys’ fees applicable to civil actions brought under the Employee Retirement Income Security Act of 1974, as amended.

10.13 Recoupment of Awards . Notwithstanding any other provision herein including, but not limited to, Sections 2.2, 7.1, 8.1 and 10.1(b), and notwithstanding any other provisions in any Award agreement with respect to this Plan, Awards granted or paid under this Plan shall be subject to recoupment by the Company pursuant to the Company’s recoupment policy, as amended (the “Recoupment Policy”). Although consent to the Recoupment Policy by a Participant is not a prerequisite to the effectiveness of the Recoupment Policy with respect to the Participant, acceptance of an Award under this Plan shall be deemed to constitute consent by the Participant to the terms and conditions of the Recoupment Policy with respect to such Award and any and all prior Awards granted to the Participant under this Plan. For purposes of clarity, to the extent provided by the Recoupment Policy, a Participant may be required to return certain payments made to the Participant with respect to an Award, and payments that otherwise would have been made to the Participant with respect to an Award may be reduced or entirely eliminated. Such actions may be taken pursuant to the Recoupment Policy without regard to whether such payments and the Participant’s Awards were otherwise vested.

This Science Applications International Corporation Stock Compensation Plan is hereby adopted by Science Applications International Corporation effective September 27, 2013.


SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

By:		/s/ Brian Keenan
		Brian Keenan Executive Vice President Human Resources

Exhibit 4.4

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

MANAGEMENT STOCK COMPENSATION PLAN

Effective September 27, 2013

TABLE OF CONTENTS


			Page

ARTICLE I DEFINITIONS				1

	1.1	Account		1

	1.2	Award		1

	1.3	Awarding Authority		1

	1.4	Beneficiary		1

	1.5	Board		2

	1.6	Code		2

	1.7	Committee		2

	1.8	Company		2

	1.9	Company Stock		2

	1.10	Dividend Account		2

	1.11	Employee		2

	1.12	Fair Market Value		2

	1.13	Ordinary Dividend		2

	1.14	Ordinary Dividend Equivalent Amount		2

	1.15	Participant		3

	1.16	Plan		3

	1.17	Separation From Service		3

	1.18	Share Unit		3

	1.19	Termination of Affiliation		3

	1.20	Trust		3

	1.21	Trustee		3

ARTICLE II PARTICIPATION AND AWARDS				3

	2.1	Designation by Awarding Authority		3

	2.2	Awarding Authority to Make Awards		3

	2.3	Awards May be Held in Trust		4

	2.4	Vesting and Forfeiture		4

ARTICLE III TRUST FUND				4

	3.1	Trust Fund Established		4

	3.2	Company, Committee, Board, Award Authority and Trustee Not Responsible for Adequacy of Trust Fund		4

	3.3	Invasion of Trust by Creditors		4

	3.4	Trust Expenses		4

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ARTICLE IV ACCOUNTS			5

	4.1	Committee to Maintain Accounts	5

	4.2	Accounting Procedures	5

	4.3	Ordinary Dividend Equivalents	5

ARTICLE V RIGHTS IN ACQUIRED STOCK			5

	5.1	Power to Vote Stock Rests With Trustee	5

	5.2	Tender Offers	5

	5.3	Dividends	5

ARTICLE VI DISTRIBUTION OF ACCOUNTS			5

	6.1	Time of Distribution	5

	6.2	Form of Distribution	7

	6.3	Beneficiary Designation	7

	6.4	Distribution to Guardian	8

	6.5	Withholding of Taxes	8

ARTICLE VII ACCELERATION OF DISTRIBUTION AND/OR VESTING			8

	7.1	Change in Control	8

	7.2	Hardship	9

ARTICLE VIII PLAN TERMINATION AND AMENDMENT			9

	8.1	Termination and Amendments	9

ARTICLE IX PLAN ADMINISTRATION			9

	9.1	Committee	9

	9.2	Committee Powers	10

	9.3	Plan Expenses	11

	9.4	Reliance Upon Documents and Opinions	11

	9.5	Requirement of Proof	11

	9.6	Limitation on Liability	11

	9.7	Indemnification	11

ARTICLE X MISCELLANEOUS PROVISIONS			12

	10.1	Restrictions on Plan Interest	12

	10.2	No Enlargement of Employee Rights	12

	10.3	Rights of Repurchase and First Refusal for the Company	13

	10.4	Mailing of Payments	13

	10.5	Inability to Locate Participant or Beneficiary	13

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10.6	Governing Law	13

10.7	Illegality of Particular Provision	14

10.8	Interpretation	14

10.9	Tax Effects	14

10.10	Receipt or Release	14

10.11	Records	14

10.12	Arbitration	14

10.13	Recoupment of Awards	14

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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

MANAGEMENT STOCK COMPENSATION PLAN

PURPOSE AND HISTORY

This Plan is an unfunded compensation arrangement established effective as of September 27, 2013 by Science Applications International Corporation to make deferred awards of company stock to selected management and highly compensated Employees. This Plan is intended to comply with Code Section 409A.

All Participants and their Beneficiaries having an undistributed interest in the Leidos, Inc. Management Stock Compensation Plan (previously known as the Science Applications International Corporation Management Stock Compensation Plan) immediately prior to September 27, 2013 shall, on and after September 27, 2013, be entitled to benefits provided solely from this Plan, in lieu of any and all interest which they had or may have had under the Leidos, Inc. Stock Compensation Plan, and the rules governing distribution of such interests under the Leidos, Inc. Management Stock Compensation Plan shall remain in effect except to the extent amended in accordance with the terms of this Plan. Without limiting the generality of the foregoing, Beneficiary designations under the Leidos, Inc. Management Stock Compensation Plan shall continue to apply to the Accounts.

ARTICLE I

DEFINITIONS

Whenever the following terms are used in the Plan they shall have the meaning specified below, unless the context indicates clearly to the contrary.

1.2 Award . The award of Share Units to an Employee pursuant to the Plan.

1.3 Awarding Authority . The individual or group of individuals appointed by the Board to make Awards pursuant to the Plan.

1.4 Beneficiary . The person or persons properly designated by the Participant, in accordance with Section 6.3, to receive the benefits provided herein upon death of the Participant.

1.5 Board . The Board of Directors of Science Applications International Corporation, or its ultimate parent corporation, if any.

1.6 Code . The Internal Revenue Code of 1986, as amended.

1.7 Committee . The committee appointed by the Board to administer the Plan. Members of the Committee shall be eligible to receive Awards under the Plan at the discretion of the Awarding Authority.

1.10 Dividend Account . The portion of a Participant’s Account maintained by the Committee to record the Participant’s Ordinary Dividend Equivalent Amounts.

1.11 Employee . A management or highly compensated employee of the Company, as determined by the Committee.

1.12 Fair Market Value .

1.13 Ordinary Dividend . All cash dividends or other cash distributions paid by the Company on shares of Company Stock.

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1.15 Participant . An Employee designated by the Awarding Authority to receive an Award under the Plan.

1.16 Plan . The Science Applications International Corporation Management Stock Compensation Plan as set forth herein and as amended from time to time.

1.20 Trust . The Science Applications International Corporation Stock Compensation Plan Trust established by the Company to hold assets awarded to Participants under the Plan.

1.21 Trustee . Vanguard Fiduciary Trust Company or such successor trustee as shall be appointed pursuant to the Trust.

ARTICLE II

PARTICIPATION AND AWARDS

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subject to a vesting schedule specified by the Awarding Authority. The amount, timing and vesting of each Award shall be decided in the Awarding Authority’s sole discretion, and the Awarding Authority may apply different terms to Awards made to different Employees as well as to different Awards made to the same Employee.

ARTICLE III

TRUST FUND

3.4 Trust Expenses . Expenses of the Trust which are not paid by the Company shall be applied to reduce each Account for which the Trust holds assets on a pro rata basis.

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ARTICLE IV

ACCOUNTS

ARTICLE V

RIGHTS IN ACQUIRED STOCK

5.3 Dividends . All Ordinary Dividends on Company Stock held in Trust shall be held by the Trustee and reinvested as directed by the Committee.

ARTICLE VI

DISTRIBUTION OF ACCOUNTS

6.1 Time of Distribution . Subject to the acceleration provisions of Article VII, a Participant’s Account shall be distributed as follows:

(a) With respect to Awards granted prior to January 1, 2005 under a plan maintained by Leidos, Inc., previously known as Science Applications International Corporation, if the Participant filed an election in a manner prescribed by the Committee before the expiration

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of the applicable election deadline, the vested portion of the Participant’s Account shall be distributed or commence to be distributed within a reasonable period of time following the date (i) it becomes vested, or (ii) the Participant has a Separation From Service with the Company, as elected by the Participant; provided, however, that such payments shall be made no later than the last day of the calendar year in which the applicable payment date occurs or, if later, the fifteenth day of the third calendar month following the applicable payment date. The applicable election deadline was ninety (90) days following the date of the Award. If the Participant failed to make the election described in this subsection (a), the Participant’s Account with respect to Awards made before January 1, 2005 shall be distributed or commence to be distributed within a reasonable period of time following the seventh anniversary of the date of the Award contained in such Account (but no later than the last day of the calendar year in which the seventh anniversary occurs or, if later, the fifteenth day of the third calendar month following the seventh anniversary); provided, however, that if the Participant has a Separation From Service prior to such payment date, then the vested portion of the Participant’s Account shall be distributed or commence to be distributed within a reasonable period of time following the Separation From Service (but no later than the last day of the calendar year in which the Separation From Service occurs or, if later, the fifteenth day of the third calendar month following such Separation From Service). The election under this subsection (a) shall be irrevocable. In addition to executing an election, the Participant may also be required to execute an agreement with the Company, on a form prescribed by the Committee, relating to the Company’s right of repurchase of Company Stock, if any, and such other matters as the Committee shall prescribe.

(b) With respect to Awards granted on or after January 1, 2005, the vested portion of the Participant’s Account shall be distributed or commence to be distributed within a reasonable period of time following the date the Participant has a Separation From Service; provided, however, that such payments shall be made no later than the last day of the calendar year in which the Separation From Service occurs or, if later, the fifteenth day of the third calendar month following the date of the Separation From Service. For Awards made on or after January 1, 2005, a Participant may in a manner prescribed by the Committee elect between the forms of distribution specified in Section 6.2 for distributions made if the Participant’s Separation From Service occurs on or after age 59 ¹ ⁄ ₂ . Such election must be made before the expiration of the applicable election deadline with respect to the Award. The applicable election deadline for an Award that is entirely unvested for thirteen (13) or more months from the date of the grant of the Award shall be thirty (30) days following such grant date. The applicable election deadline for any other Award shall be the last day of the calendar year preceding the calendar year in which the Award is granted. In addition to executing an election, the Participant may also be required to execute an agreement with the Company, on a form prescribed by the Committee, relating to the Company’s right of repurchase of Company Stock, if any, and such other matters as the Committee shall prescribe.

(c) Notwithstanding the foregoing, if any stock of the Company is publicly traded on an established securities market at the time of a Participant’s Separation From Service, any distribution on account of the Separation From Service of a Participant who is a “specified employee” under Code Section 409A(a)(1)(B)(i) shall not be made before the earlier of (i) the date which is six (6) months after such Participant’s Separation From Service or (ii) the date of the Participant’s death. For any twelve (12) month period commencing April 1 and ending March 31, an Employee is a “specified employee” if the Employee was a “key employee” at any time during the calendar year ending before such April 1. A key employee is defined in Code Section 416(i) without regard to Code Section 416(i)(5).

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6.2 Form of Distribution .

(a) Except as set forth in this Section 6.2, each distribution shall be made in a lump sum.

(b) For awards made on or after January 1, 2005, a Participant shall elect, for distributions made if the Participant’s Separation From Service occurs on or after age 59 ¹ ⁄ ₂ , to receive payment in lump sum or in installments over a 5-year period. If elected, installment payments shall be spread in approximately equal numbers of shares of Company Stock over the payout period. Except as set forth in Sections 6.2(c) and 6.2(d), a Participant’s election of form of distribution shall be irrevocable. If the Participant does not timely make an election, the payment shall be a lump sum.

(c) Both of the forms of distribution set forth in Section 6.2(b) shall be considered a single payment for purposes of Code Section 409A. Accordingly, Participants shall be allowed to make a new form of distribution election with respect to Awards described in Section 6.2(b), provided that the following requirements are satisfied.

(i) The election does not take effect until at least twelve (12) months after the date the election is made, and the election must be made at least twelve (12) months prior to the date the first payment would be made to the Participant absent the election.

(ii) The commencement date of the first payment to the Participant shall be five (5) years following the date the payment would have commenced absent the change in the Participant’s election; and

(iii) No Participant may make more than one (1) new form of distribution election.

Any attempt to change a payout election that does not satisfy these requirements shall be void.

(d) Each distribution shall be made in the form of Company Stock, except that fractional Share Units shall, as determined according to procedures established by the Committee, be distributed in kind as fractional shares or applied towards satisfying tax withholding obligations with respect to Participants’ distributions. A Participant shall have no right to request a cash distribution.

6.3 Beneficiary Designation .

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6.4 Distribution to Guardian . If the Committee shall find that any person to whom any payment is payable under this Plan is unable to care for his or her affairs because of illness or accident, or is a minor, a payment due (unless a prior claim therefor shall have been made by a duly appointed guardian or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any custodian, conservator or other fiduciary responsible for the management and control of such person’s financial affairs in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge of the liabilities of the Company and the Trust to the Participant or Beneficiary under this Plan.

ARTICLE VII

ACCELERATION OF DISTRIBUTION AND/OR VESTING

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ARTICLE VIII

PLAN TERMINATION AND AMENDMENT

ARTICLE IX

PLAN ADMINISTRATION

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(a) To designate agents to carry out responsibilities relating to the Plan;

(b) To employ such legal, actuarial, medical, accounting, clerical and other assistance as it may deem appropriate in carrying out the provisions of this Plan;

(d) To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan;

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(f) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient in the efficient administration of the Plan.

9.7 Indemnification .

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Restrictions on Plan Interest .

10.2 No Enlargement of Employee Rights .

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10.11 Records . The records of the Company with respect to the Plan shall be conclusive on all Participants, Beneficiaries, and all other persons whomsoever.

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This Science Applications International Corporation Management Stock Compensation Plan is hereby adopted by Science Applications International Corporation effective September 27, 2013.


SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

By:		/s/ Brian Keenan
		Brian Keenan Executive Vice President Human Resources

[Signature Page to Science Applications International Corporation Management Stock Compensation Plan]

Exhibit 4.5

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

KEY EXECUTIVE STOCK DEFERRAL PLAN

Effective September 27, 2013

TABLE OF CONTENTS


			Page

ARTICLE I PURPOSE AND EFFECTIVE DATE				1

ARTICLE II DEFINITIONS				1

	2.1.	Account		1

	2.2.	Beneficiary		1

	2.3.	Board		2

	2.4.	Bonus Compensation Plan		2

	2.5.	Code		2

	2.6.	Committee		2

	2.7.	Company		2

	2.8.	Company Stock		2

	2.9.	Deferral		2

	2.10.	Deferral Authority		2

	2.11.	Deferrable Amount(s)		2

	2.12.	Director		2

	2.13.	Distribution Date		2

	2.14.	Dividend Account		2

	2.15.	Employee		2

	2.16.	Fair Market Value		3

	2.17.	Ordinary Dividend		3

	2.18.	Ordinary Dividend Equivalent Amount		3

	2.19.	Participant		3

	2.20.	Plan		3

	2.21.	Plan Year		3

	2.22.	Retirement Date		3

	2.23.	Separation From Service		3

	2.24.	Share Unit		3

	2.25.	Termination of Affiliation		4

	2.26.	Trust		4

	2.27.	Trustee		4

ARTICLE III PARTICIPATION				4

	3.1.	Designation by Deferral Authority		4

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	3.2.	Deferral Elections	4

	3.3.	Amounts Subject to Deferral	5

	3.4.	Deferral Election Irrevocable	5

	3.5.	Deferrals May be Held in Trust	5

ARTICLE IV TRUST FUND			6

	4.1.	Trust Fund Established	6

	4.2.	Company, Board, Deferral Authority, Committee and Trustee Not Responsible for Adequacy of Trust Fund	6

	4.3.	Invasion of Trust by Creditors	6

	4.4.	Trust Expenses	6

ARTICLE V ACCOUNTS			6

	5.1.	Committee to Maintain Accounts	6

	5.2.	Additional Accounting Procedures	6

	5.3.	Limitation on Benefits	6

	5.4.	Vesting of Account Balances	7

	5.5.	Ordinary Dividend Equivalents	7

ARTICLE VI RIGHTS IN ACQUIRED STOCK			7

	6.1.	Power to Vote Stock Rests With Trustee	7

	6.2.	Tender Offers	7

	6.3.	Dividends	7

ARTICLE VII DISTRIBUTIONS			7

	7.1.	Time of Commencement of Distribution	7

	7.2.	Form of Distribution	8

	7.3.	Methods of Distribution	8

	7.4.	Beneficiary Designation	9

	7.5.	Distribution to Guardian	10

	7.6.	Withholding of Taxes	10

ARTICLE VIII ACCELERATION OF DISTRIBUTION			10

	8.1.	Change in Control	10

	8.2.	Hardship	11

ARTICLE IX SOURCE OF PAYMENT			11

	9.1.	No Direct Interest in Trust Assets	11

ARTICLE X PLAN TERMINATION AND AMENDMENT			11

	10.1.	Termination and Amendments	11

ARTICLE XI PLAN ADMINISTRATION			12

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	11.1.	Committee	12

	11.2.	Committee Powers	12

	11.3.	Plan Expenses	13

	11.4.	Reliance Upon Documents and Opinions	13

	11.5.	Requirement of Proof	13

	11.6.	Reliance on Committee Memorandum	13

	11.7.	Limitation on Liability	14

	11.8.	Indemnification	14

ARTICLE XII MISCELLANEOUS PROVISIONS			14

	12.1.	Restrictions on Plan Interest	14

	12.2.	No Enlargement of Employee Rights	15

	12.3.	Rights of Repurchase and First Refusal for the Company	15

	12.4.	Mailing of Payments	15

	12.5.	Inability to Locate Participant or Beneficiary	16

	12.6.	Governing Law	16

	12.7.	Illegality of Particular Provision	16

	12.8.	Interpretation	16

	12.9.	Tax Effects	16

	12.10.	Receipt or Release	16

	12.11.	Records	16

	12.12.	Arbitration	16

	12.13.	Recoupment of Awards	17

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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

KEY EXECUTIVE STOCK DEFERRAL PLAN

ARTICLE I

PURPOSE AND EFFECTIVE DATE

This Plan is an unfunded, deferred compensation arrangement established by Science Applications International Corporation to provide selected Employees and Directors with a method of supplementing their retirement income by deferring a portion of their compensation and to make an indirect investment in Company Stock through a grantor trust. The Plan is effective as of September 27, 2013 and is intended to comply with Section 409A of the Code.

All Participants and their Beneficiaries having an undistributed interest in the Leidos, Inc. Key Executive Stock Deferral Plan (previously known as the Science Applications International Corporation Key Executive Stock Deferral Plan) immediately prior to September 27, 2013 shall, on and after September 27, 2013, be entitled to benefits provided solely from this Plan, in lieu of any and all interest which they had or may have had under the Leidos, Inc. Key Executive Stock Deferral Plan, and the rules governing distribution of such interests under the Leidos, Inc. Key Executive Stock Deferral Plan shall remain in effect except to the extent amended in accordance with the terms of this Plan. Without limiting the generality of the foregoing, Beneficiary designations under the Leidos, Inc. Key Executive Stock Deferral Plan shall continue to apply to the Accounts.

ARTICLE II

DEFINITIONS

Whenever the following terms are used in the Plan they shall have the meaning specified below, unless the context indicates clearly to the contrary.

2.1. Account . The Account maintained for bookkeeping purposes by the Committee with respect to each Participant to evidence the Participant’s Deferrals of Deferrable Amounts hereunder, to record the number of Share Units credited as a result of such deferrals, to record the Participant’s Ordinary Dividend Equivalent Amounts and to record the number of Share Units credited as a result of such Ordinary Dividend Equivalent Amounts.

2.2. Beneficiary . The person or persons properly designated by the Participant, in accordance with Section 7.4, to receive the benefits provided herein upon death of the Participant.

2.3. Board . The Board of Directors of Science Applications International Corporation, or its ultimate parent corporation, if any.

2.4. Bonus Compensation Plan . The Company’s Bonus Compensation Plan, including the Equity Incentive Plan, and any successor plan.

2.5. Code . The Internal Revenue Code of 1986, as amended.

2.6. Committee . The committee composed of such members as shall be appointed from time to time by the Board to administer the Plan.

2.7. Company . Science Applications International Corporation (or its ultimate parent corporation, if any). In addition, unless the context indicates otherwise, as used in this Plan the term Company shall also mean and include any direct or indirect subsidiary of the Company which has been approved by the Deferral Authority for participation in this Plan by its Employees.

2.8. Company Stock . The common stock of Science Applications International Corporation, par value $0.0001 per share, or any other security (including preferred stock) of the Company or the Company’s ultimate parent corporation, if any, designated as Company Stock by the Committee.

2.9. Deferral . The amount of Deferrable Amounts a Participant has deferred in accordance with Section 3.2 or which is designated as a Deferral under this Plan in connection with an Employee’s offer letter for employment with the Company. Deferrals shall be denominated as Share Units.

2.10. Deferral Authority . The individual or group of individuals appointed by the Board to determine which Employees are eligible to make Deferrals and to participate in the Plan.

2.11. Deferrable Amount(s) . The bonus, if any, payable to an Employee or Director, in accordance with Company procedures under the Bonus Compensation Plan, Directors’ fees or other payments as determined by the Committee. In no way does the adoption or operation of this Plan obligate the Company to pay any bonus or continue any compensation program.

2.12. Director . A member of the Board, other than a Director Emeritus, or a member of the Board of Directors of any subsidiary or affiliate thereof which has been approved by the Deferral Authority for participation in this Plan by its Employees or Directors.

2.13. Distribution Date . The date when distributions begin under the Plan, as specified in Section 7.1.

2.14. Dividend Account . The portion of a Participant’s Account maintained by the Committee to record the Participant’s Ordinary Dividend Equivalent Amounts.

2.15. Employee . A management or highly compensated employee of the Company.

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2.16. Equity Incentive Plan . The 2013 Equity Incentive Plan and any successor plan.

2.17. Fair Market Value .

(1) If the Company Stock is being valued in connection with a transaction (such as the crediting of amounts to an Account or a distribution) for which the Committee determines there is a corresponding transaction by the Trust, the net price per share of Company Stock purchased or the net proceeds per share of Company Stock sold in the transaction by the Trust, in each case including all expenses of such transaction by the Trust.

2.18. Ordinary Dividend . All cash dividends or other cash distributions paid by the Company on shares of Company Stock.

2.19. Ordinary Dividend Equivalent Amount . The amount of Ordinary Dividends credited by the Company to a Participant’s Account. Such amount to be equal to the per share Ordinary Dividend paid by the Company on its Company Stock multiplied by the number of Share Units credited to the Participant’s Account as of the related dividend payment record date.

2.20. Participant . An Employee or Director designated by the Deferral Authority for participation in the Plan who timely files an election to participate and makes or receives Deferrals hereunder.

2.21. Plan . The Science Applications International Corporation Key Executive Stock Deferral Plan, as set forth herein and as amended from time to time.

2.22. Plan Year . January 1 through December 31.

2.23. Retirement Date . The date of an Employee’s termination of employment from the Company or a Director’s ceasing to be an active Director as determined by the Committee, on or after attaining age 59 ¹ ⁄ ₂ . A Retirement Date shall not occur unless the Employee or Director has had a Separation From Service.

2.24. Separation From Service . The death, retirement or termination of the Employee’s employment with the Company, or in the case of a Director, ceasing to perform services for the Company as a member of the Board. This definition of Separation From Service shall be interpreted and construed in a manner intended to comply with Code Section 409A and the published authorities thereunder.

2.25. Share Unit . The interest of a Participant in a share of Company Stock held in the Participant’s Account. A full Share Unit shall be equivalent to a full share of Company Stock, and a partial Share Unit shall be equivalent to the corresponding fraction of a share of Company Stock.

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2.26. Termination of Affiliation . Any termination of employment with the Company by an Employee, as determined by the Committee, whether by reason of death, disability, voluntary resignation, layoff, discharge or otherwise, prior to attaining age 59 ¹ ⁄ ₂ and, in the case of a Director, ceasing to be an active Director prior to attaining age 59 ¹ ⁄ ₂ . The Committee shall have the discretion to establish rules and make determinations as to what constitutes a Termination of Affiliation including, without limitation, change of status (e.g., part-time, consulting Employee, etc.) or leave of absence. Notwithstanding the foregoing, a Termination of Affiliation shall not occur unless the Employee or Director has had a Separation From Service.

2.27. Trust . The Science Applications International Corporation Key Executive Stock Deferral Trust established by the Company to hold assets used by the Company to provide for benefits to Participants and Beneficiaries under the Plan.

2.28. Trustee . Vanguard Fiduciary Trust Company or such successor trustee as shall be appointed pursuant to the Trust instrument.

ARTICLE III

PARTICIPATION

3.1. Designation by Deferral Authority . The Deferral Authority in its sole discretion shall designate those Employees or Directors who are to be eligible to participate in the Plan with respect to Deferrals for a particular Plan Year or with respect to a particular Deferrable Amount or Amounts. Designating an individual as eligible to participate in the Plan for a particular Plan Year or with respect to a particular Deferrable Amount shall not require the Deferral Authority to designate such individual for any subsequent Plan Year or with respect to any subsequent Deferrable Amounts. The designation of eligibility by the Deferral Authority may be made in such manner as determined by the Deferral Authority, including, without limitation, establishment of criteria such as compensation level or level or authority.

3.2. Deferral Elections .

(a) An eligible Employee or Director shall not become a Participant in the Plan unless and until he or she has executed and delivered to the Committee a Deferral election, including any forms or agreements as may be prescribed by the Committee, and the Committee shall have accepted such Deferral election and/or additional forms or agreements. Participation in the Plan and any elections made by a Participant, including Deferral elections and elections as to form of distribution under Article VII, is conditioned on the Participant executing an agreement with the Company, in a manner prescribed by the Committee, relating to the Company’s right of repurchase of Company Stock (to the extent applicable) and such other matters as the Committee shall prescribe. To initially participate in the Plan, the Employee or Director must submit his or her Deferral election, including any forms or agreements prescribed by the Committee, during the applicable Deferral election period established by the Committee. The last day of the Deferral election period for any Deferrable Amount other than “performance-

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based compensation” (as defined below) shall be no later than the last day of the calendar year prior to the first calendar year during which the Employee or Director performs services for which such Deferral Amount is earned. The Participant’s election shall be carried forward automatically to future Plan Years for which the Participant is eligible to participate unless, during the applicable Deferral election period for such future Plan Years, the Participant elects to modify or cancel the prior election under procedures established by the Committee. In addition to amounts deferred pursuant to a Deferral election, additional Deferrals may be credited to a Participant’s Account pursuant to the terms of an offer letter with an Employee made at the time of commencement of employment with the Company, as determined and approved by the Deferral Authority in its sole discretion. Furthermore, the Committee may, to the extent consistent with satisfying Code Section 409A, permit an Employee or Director to make a Deferral Election within thirty (30) days following the date such Employee or Director first becomes eligible to participate in the Plan, as indicated by the effective date of his status change in the Plan’s records. Such a Deferral election shall be with respect to compensation earned for services performed after the election.

(b) If a Deferrable Amount constitutes “performance-based compensation,” then the Committee may, but need not, delay the last day of the Deferral election period. The last day of the Deferral election period with respect to any Deferrable Amount which is considered to be performance-based compensation shall be no later than six (6) months before the end of the service period over which such Deferrable Amount is earned. For this purpose, “performance-based compensation” means compensation where the amount of or entitlement to the compensation is contingent on the satisfaction of pre-established written performance criteria relating to a performance period of at least twelve (12) consecutive months, provided that performance-based compensation does not include any amount that will be paid regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established. Performance-based compensation must also meet any other applicable requirements established under authority issued pursuant to Code Section 409A.

3.3. Amounts Subject to Deferral . The total Deferrals elected for a particular Plan Year may be in an amount up to a specified percentage of Deferrable Amounts, such maximum percentage to be up to one hundred percent (100%) as determined by the Deferral Authority.

3.4. Deferral Election Irrevocable . Any Deferral election by a Participant for a particular Plan Year shall be irrevocable for that Plan Year following the end of such Plan Year’s Deferral election period.

3.5. Deferrals May be Held in Trust . Contributions to the Trust with respect to Deferrals shall be made only if the Company, in its sole discretion, determines to make such contributions. Regardless of whether the Company makes contributions to the Trust with respect to Deferrals, the Participant shall be credited with a number of Share Units equal to the Deferral. The value of a Share Unit shall generally be determined according to the Fair Market Value of the Company Stock as of the date the Deferrable Amount would have been paid to the Participant but for the Deferral hereunder. However, for Deferrals made by Directors, such value shall be determined according to the Fair Market Value of the Company Stock as of the third business day of the calendar quarter following the calendar quarter in which the Deferrable Amount was earned by the Director.

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ARTICLE IV

TRUST FUND

4.1. Trust Fund Established . The Company has established the Trust pursuant to a trust agreement under which the Trustee will hold and administer in trust all assets deposited with the Trustee in accordance with the terms of this Plan. The Board shall have the authority to select and remove the Trustee to act under the Trust agreement, and to enter into new or amended trust agreements as it deems advisable.

4.2. Company, Board, Deferral Authority, Committee and Trustee Not Responsible for Adequacy of Trust Fund . Neither the Company, Board, Deferral Authority, Committee nor Trustee shall be liable or responsible for the adequacy of the funds held in the Trust to meet and discharge any or all payments and liabilities hereunder. All Plan benefits will be paid from the Trust assets or by the Company to the extent not paid from Trust assets, and neither the Board, Deferral Authority, Committee nor Trustee shall have any duty or liability to pay such benefits or furnish the Trust with any funds, securities or other assets.

4.3. Invasion of Trust by Creditors . If assets of the Trust should be reduced due to action of the Company’s creditors, as provided in the Trust document, the Committee shall reduce each Account for which the Trust held assets on a pro rata basis to reflect such reduction in Trust assets, and the Company shall have no obligation to replace such lost assets.

4.4. Trust Expenses . Expenses of the Trust which are not paid by the Company shall be applied to reduce each Account for which the Trust holds assets on a pro rata basis.

ARTICLE V

ACCOUNTS

5.1. Committee to Maintain Accounts . The Committee shall open and maintain a separate Account for each Participant to record the Deferrals made by the Participant and the number of Share Units credited as a result of the Deferrals.

5.2. Additional Accounting Procedures . The Committee shall establish and may amend from time to time additional accounting procedures for the purpose of making allocations, distributions, valuations and adjustments to Accounts, and to allocate Trust earnings expenses and losses to such accounts. A Participant or Beneficiary shall have no contractual or other right to have a particular accounting procedure or convention apply, or continue to apply, and the Committee shall be free to alter any such procedure or convention without notice or obligation to any Participant or Beneficiary.

5.3. Limitation on Benefits . Benefits payable to a Participant or Beneficiary under the Plan shall be limited to the vested Account balance credited to such Participant or Beneficiary.

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5.4. Vesting of Account Balances . A Participant’s Account balance shall be one hundred percent (100%) vested except with respect to the portion of the Account balance attributable to vesting bonuses awarded under the Bonus Compensation Plan. Such portion of a Participant’s Account balance shall become vested (and the nonvested portion forfeited) at the time or times the bonus would have become vested (and the nonvested portion forfeited) under the Bonus Compensation Plan without regard to deferral under this Plan. The Share Units represented by such forfeited portion shall be returned to the Company or reallocated in accordance with the Committee’s directions and the terms of the Trust.

5.5. Ordinary Dividend Equivalents . As of any date that the Company pays an Ordinary Dividend, each Participant’s Dividend Account shall be credited with an Ordinary Dividend Equivalent Amount. Such Ordinary Dividend Equivalent Amount shall be credited to each Participant’s Account in the form of a number of Share Units (including partial Share Units) determined by dividing the Participant’s Ordinary Dividend Equivalent Amount (expressed in dollars) by the Fair Market Value of a share of Company Stock as of the crediting date. Amounts credited to a Participant’s Dividend Account shall be fully vested at all times; provided, however, that amounts credited to a Participant’s Dividend Account with respect to the portion of the Account balance attributable to bonuses of vesting restricted stock units shall vest (or be forfeited) in accordance with the provisions of Section 5.4.

ARTICLE VI

RIGHTS IN ACQUIRED STOCK

6.1. Power to Vote Stock Rests With Trustee . The power to vote any stock held by the Trustee shall rest solely with the Trustee, who shall vote such stock in the same proportion that the other shareholders vote their shares of stock of the Company. For purposes of this Section 6.1, in determining how other shareholders voted, the Trustee shall take into account the votes of shareholders with respect to all classes of voting stock.

6.2. Tender Offers . In the case of a tender offer for the Company Stock, the Trustee shall tender the shares of Company Stock held by the Trust only if more than fifty percent (50%) of the shares of Company Stock held outside the Trust are tendered by the shareholders.

6.3. Dividends . All Ordinary Dividends on Company Stock held in Trust shall be held by the Trustee and reinvested as directed by the Committee.

ARTICLE VII

DISTRIBUTIONS

7.1. Time of Commencement of Distribution . Subject to the acceleration provisions of Article VIII, the balance credited to a Participant’s Account shall be distributed, or commence to be distributed, to the Participant on the first to occur of the following events:

(a) the Participant’s Retirement Date; or

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(b) the date of the Participant’s Termination of Affiliation with the Company.

7.2. Form of Distribution . Each distribution shall be made in the form of Company Stock, except that fractional Share Units shall, as determined according to procedures established by the Committee, be distributed in kind as fractional shares or applied towards satisfying tax withholding obligations with respect to Participants’ distributions. A Participant shall have no right to request a cash distribution.

7.3. Methods of Distribution .

(a) Lump Sum on Death . If a Participant dies having an Account balance (regardless of whether distributions have begun under the Plan), the remaining balance in the Participant’s Account shall be paid in the form of a lump sum to the Beneficiary or Beneficiaries designated in accordance with Section 7.4, or as otherwise provided in Sections 7.4 and 7.5, within a reasonable period following the date when the Committee receives notice of the Participant’s death.

(b) Election for Retirement Distributions . Subject to the acceleration provisions in Article VIII, distributions made on account of a Participant’s Retirement Date shall be made to the Participant in accordance with a valid election made by the Participant under this subsection (b). The Participant may elect in a manner prescribed by the Committee to have his or her Account paid in one of the following forms:

(1) A lump sum payment of the entire Account Balance; or

(2) A series of annual payments over a five (5) or ten (10) year period. Each installment shall include one-fifth or one-tenth, as applicable, of the number of shares of Company Stock distributable to the Participant. A series of annual payments over a fifteen (15) year period shall be an available option for distributions following the Participant’s Retirement Date. Each installment shall include one-fifteenth of the number of shares of Company Stock distributable to the Participant.

In the event Participant elects a lump sum payment as described in Section 7.3(b)(1) and Participant has an Account balance attributable to vesting bonuses under the Bonus Compensation Plan that will continue vesting after such lump sum payment, additional distributions shall be made within a reasonable period of time following each date Share Units vest. In the event Participant elects a series of annual payments as described in Section 7.3(b)(2) and Participant has an Account balance attributable to vesting bonuses under the Bonus Compensation Plan that will continue vesting after any annual distribution of Participant’s Account balance occurs, any Share Units that vest after a distribution will be added to the Account balance and distributed ratably over the remaining series of annual payments.

A Participant’s election of the form of distribution shall be made at the time the Participant first makes a Deferral election. Such election of form of distribution shall be applicable to all subsequent Deferral elections by the Participant.

(c) Change of Distribution Election . Except as set forth in this Section 7.3(c), a Participant’s election of form of distribution shall be irrevocable. Each of the forms of

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distribution set forth in Section 7.3(b) shall be considered a single payment for purposes of Code Section 409A. Accordingly, Participants shall be allowed to make a new form of distribution election, provided that the following requirements are satisfied:

(1) the election does not take effect until at least twelve (12) months after the date the election is made, and the election must be made at least twelve (12) months prior to the date the first payment would be made to the Participant absent the election;

(2) the commencement date of the first payment to the Participant shall be five (5) years following the date the payment would have commenced absent the change in the Participant’s election; and

(3) no Participant may make more than one (1) new form of distribution election.

Any attempt to change a distribution election that does not satisfy these requirements shall be void.

(d) Other Distributions . Distributions other than those specified in subsection (a) or (b) above shall be made as a lump sum within a reasonable period of time following a Participant’s Termination of Affiliation.

(e) Default Distribution . If the Participant fails to make a valid election as described in subsection (b), the Participant’s Account shall be distributed in full as a lump sum payment within a reasonable period of time following the Distribution Date. If Participant has an Account balance attributable to vesting bonuses under the Bonus Compensation Plan that will continue vesting after such lump sum payment is made, additional distributions shall be made within a reasonable period of time following each date Share Units vest.

(f) Notwithstanding the foregoing, if any stock of the Company is publicly traded on an established securities market, the distribution to any Participant who is a “specified employee” under Code Section 409A(a)(1)(B)(i) shall not be made (or commence to be made in the case of installment payments) before the earlier of (i) the date which is six (6) months after such Participant’s Separation From Service or (ii) the date of the Participant’s death. For any twelve (12) month period commencing April 1 and ending March 31, an Employee is a “specified employee” if the Employee was a “key employee” at any time during the calendar year ending before such April 1. A key employee is defined in Code Section 416(i) without regard to Code Section 416(i)(5).

7.4. Beneficiary Designation .

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(b) If the designated Beneficiary does not survive the Participant, or if there is no valid Beneficiary designation, amounts payable under the Plan shall be paid to the Participant’s spouse, or if there is no surviving spouse, then to the duly appointed and currently acting personal representative of the Participant’s estate. If there is no personal representative of the Participant’s estate duly appointed and acting in that capacity within sixty (60) days after the Participant’s death, then all payments due under the Plan shall be payable to the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder pursuant to the laws of intestate succession or other legal provision in effect at the Participant’s death in the jurisdiction having authority over disposition of the Participant’s estate.

7.5. Distribution to Guardian . If the Committee shall find that any person to whom any payment is payable under this Plan is unable to care for his or her affairs because of illness or accident, or is a minor, a payment due (unless a prior claim therefore shall have been made by a duly appointed guardian or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any custodian, conservator or other fiduciary responsible for the management and control of such person’s financial affairs in such manner and proportions as the Committee may determine. Any such payment shall, to the extent thereof, discharge of the liabilities of the Company to the Participant or Beneficiary under this Plan.

7.6. Withholding of Taxes . To the extent any distribution is subject to withholding taxes, the Committee shall require, as a condition to the payment of such distribution, that the taxes be withheld from such distribution. With respect to amounts paid from the Trust, the Trustee shall deliver the withheld amounts to the Company which shall pay over the withheld taxes as required by law. The Committee may, but need not, allow the Participant to make payment to the Company in the form of a check for such withholding taxes, and the Committee may provide in its discretion for other methods of withholding acceptable to the Company.

ARTICLE VIII

ACCELERATION OF DISTRIBUTION

8.1. Change in Control . All Accounts shall be immediately distributed to the Participants to whom such Accounts belong, upon the occurrence of a Change in Control (as hereinafter defined) of the Company. A “Change in Control” shall be deemed to occur if any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than the Company, any subsidiary or employee benefit plan or trust maintained by the Company or subsidiary, during any 12-month period ending on the date of the most recent acquisition by such person, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of the Company’s stock representing thirty-five percent (35%) or more of the voting power of the Company’s then outstanding stock; provided, however, that a transaction shall not constitute a Change in Control unless it is a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A. For purposes of the foregoing, a subsidiary is any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, other than the last corporation in such chain, owns at least fifty percent (50%) of the total voting power in one of the other corporations in such chain.

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8.2. Hardship . A withdrawal under this Section 8.2 shall be permitted only if the Participant incurs an “unforeseeable emergency,” as defined below. Any such distribution shall be limited to the amount for which distribution is reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, State or local income taxes or penalties reasonably anticipated to result from the distribution). For purposes of this Section 8.2, an “unforeseeable emergency” is a severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse or dependent, (ii) the loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home to the extent not otherwise covered by insurance, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of whether a Participant has an unforeseeable emergency shall be made in accordance with the authorities published pursuant to Code Section 409A.

ARTICLE IX

SOURCE OF PAYMENT

9.1. No Direct Interest in Trust Assets . All distributions hereunder shall be paid solely from the Trust or from the assets of the Company, as determined by the Company. The Company shall pay any distributions not paid by the Trust. No special or separate funds shall be established and no other segregation of assets shall be made to assure the payment of benefits hereunder. A Participant shall have no right, title, or interest whatever in or to any investments which the Company may make through the Trust to meet its obligations hereunder. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create any kind of a fiduciary relationship between the Company and a Participant or any other person.

ARTICLE X

PLAN TERMINATION AND AMENDMENT

10.1. Termination and Amendments . The Plan shall continue until all amounts credited to the Participants’ Accounts have been distributed in accordance with the terms of the Plan. Notwithstanding the foregoing sentence, the Company retains the right to amend or terminate the Plan for any reason, including but not limited to adverse changes in tax laws or the bankruptcy, receivership or dissolution of the Company. In the event of a Plan termination, benefits will be paid out when due under the terms of the Plan. To the extent feasible, the Committee shall use its best efforts to avoid adversely affecting the rights of any existing Participants in the Plan, but prior to a Change in Control, the Committee shall be under no specific duty or obligation in this regard. Following a Change in Control, no amendment or termination of the Plan shall adversely affect any benefits earned by Participants prior to the amendment or termination.

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ARTICLE XI

PLAN ADMINISTRATION

11.1. Committee . The Plan shall be administered by the Committee. Subject to the provisions of the Plan and the authority granted to the Deferral Authority, the Committee shall have exclusive power to determine the manner and time of Deferrals and payment of benefits to the extent herein provided and to exercise any other discretionary powers granted to the Committee pursuant to the Plan. The decisions or determinations by the Committee shall be final and binding upon all parties, including shareholders, Participants, Beneficiaries and other Employees. The Committee shall have the authority to interpret the Plan, to make factual findings and determinations, to adopt and revise rules and regulations relating to the Plan and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Committee’s discretion shall be as broad and unfettered as permitted by law. Notwithstanding the foregoing, after a Change in Control, any findings, adoption or revision of rules or regulations, interpretations, decisions or determinations made by the Committee (including under Section 11.2) shall not be given any deference by a court or arbitrator, and if challenged by a Participant or Beneficiary, shall be reviewed on a de novo basis.

11.2. Committee Powers . The Committee shall have all powers necessary to supervise the administration of the Plan and control its operations. In addition to any powers and authority conferred on the Committee elsewhere in the Plan or by law, the Committee shall have, by way of illustration and not by way of limitation, the following powers and authority;

(a) To designate agents to carry out responsibilities relating to the Plan;

(b) To employ such legal, actuarial, medical, accounting, clerical and other assistance as it may deem appropriate in carrying out the provisions of this Plan;

(c) To administer, interpret, construe and apply this Plan and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, Beneficiary or other person whatsoever, including but not limited to all questions relating to eligibility to participate in the Plan, and the amount of benefits to which any Participant may be entitled;

(d) To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan;

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the claimant to perfect his claim with an explanation of why such material or information is necessary, and (4) an explanation of the procedure for further reviewing the denial of the claim under the Plan. The Committee shall establish a procedure for review of claim denials, such review to be undertaken by the Committee. The review given after denial of any claim shall be a full and fair review with the claimant or his duly authorized representative having one hundred eighty (180) days after receipt of denial of his claim to request such review, having the right to review all pertinent documents and the right to submit issues and comments in writing. The Committee shall establish a procedure for issuance of a decision by the Committee not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible but not later than one hundred twenty (120) days after receipt of the claimant’s request for review. The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of this Plan on which the decision is based; and

(f) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient in the efficient administration of the Plan.

11.3. Plan Expenses . Members of the Committee shall serve as such without compensation from the Plan, but may receive compensation from the Company for so serving. All Plan administration expenses shall be borne by the Company or the Trust as determined by the Committee in its sole discretion.

11.4. Reliance Upon Documents and Opinions . The members of the Committee, the Deferral Authority, the Board, and the Company shall be entitled to rely upon any tables, valuations, computations, estimates, certificates, opinions and reports furnished by any consultant, or firm or corporation which employs one or more consultants or advisors. The Committee may, but is not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and may likewise treat such records as conclusive with respect to all Employees, Participants, Beneficiaries and any other persons whomsoever, except as otherwise provided by law.

11.5. Requirement of Proof . The Committee, the Deferral Authority, the Board, or the Company may require satisfactory proof of any matter under this Plan from or with respect to any Employee, Director, consultant, Participant or Beneficiary, and no such person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof shall be furnished as so required.

11.6. Reliance on Committee Memorandum . Any person dealing with the Committee may rely on and shall be fully protected in relying on a certificate or memorandum in writing signed by any Committee member so authorized, or by a quorum of the members of the Committee, as constituted as of the date of such certificate or memorandum, as evidence of any action taken or resolution adopted by the Committee.

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11.7. Limitation on Liability . No Employee or Director of the Company shall be subject to any liability by reason of or arising from his or her participation in the establishment or administration or operation of the Plan unless he or she acts fraudulently or in bad faith.

11.8. Indemnification .

(a) To the extent permitted by law, the Company shall indemnify each member of the Deferral Authority, the Committee, and any other Employee or Director of the Company who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative, or investigative, by reason of his or her conduct in the performance in connection with the establishment or administration of the Plan or any amendment or termination of the Plan.

(e) The right of indemnification set forth in this Section 11.8 shall be in addition to any other right to which any Committee member or other person may be entitled as a matter of law, by corporate bylaws or otherwise.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1. Restrictions on Plan Interest .

(a) A Participant’s interest in this Plan shall be limited to his or her Account and he or she shall have no other interest in any assets of the Company nor any right as against the Company, Deferral Authority or Committee for payment of benefits under this Plan.

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(d) A Participant’s and Beneficiary’s interest in this Plan and his or her Account in the Trust are subject to the claims of the Company’s creditors as provided in the Trust. Each Participant and Beneficiary shall, however, be considered a general creditor of the Company with respect to his or her Account, so that if the Company should become insolvent, the Participant or Beneficiary will have a claim against the Company and Trust assets equal to that of the Company’s other general creditors (regardless of whether assets are removed from the Trust by a trustee in bankruptcy).

12.2. No Enlargement of Employee Rights .

(a) This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Employee or Director, or be consideration for, or an inducement to, or a condition of, the employment of any Employee or affiliation of any Director.

(b) The employment of any Employee is not for any specified term and may be terminated by any Employee or by the Company at any time, for any reason, with or without cause. Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the employ of the Company, to constitute any promise or commitment by the Company regarding future positions, future work assignments, future compensation or any other term or condition of employment or to interfere with the right of the Company to discharge or retire any Employee at any time.

12.3. Rights of Repurchase and First Refusal for the Company . Any Company Stock distributed from the Plan may be subject to a right of repurchase and right of first refusal by the Company, as well as any conditions, limitations or restrictions contained in an agreement specified in Section 3.2. The terms and conditions of the right of repurchase and right of first refusal to the extent applicable, shall be in addition to those applied to Company Stock by the Certificate of Incorporation of Science Applications International Corporation

12.4. Mailing of Payments . All payments under the Plan shall be delivered in person or mailed to the last address of the Participant (or, in the case of the death of the Participant to

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that of any other person entitled to such payments under the terms of the Plan). Each Participant shall be responsible for furnishing the Committee with his or her correct current address and the correct current name and address of his or her Beneficiary.

12.5. Inability to Locate Participant or Beneficiary . In the event that the Committee is unable to locate a Participant or Beneficiary to whom benefits are payable hereunder after mailing a notice to the Participant’s or Beneficiary’s last known address, and such inability lasts for a period of three (3) years, then any remaining benefits payable hereunder shall be forfeited to the Company and no Participant or Beneficiary shall have any right to further benefits from the Plan, even if subsequently located.

12.6. Governing Law . All legal questions pertaining to the Plan shall be determined in accordance with the laws of Delaware, excluding its rules governing conflicts of laws. Without limiting Section 12.9, it is intended that this Plan be administered and interpreted in a manner consistent with the applicable requirements of Code Section 409A, and further that the Plan be interpreted in a manner that satisfies the applicable requirements of Rule 16b-3 promulgated under the Exchange Act, so that elective deferrals will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be subjected to avoidable liability thereunder.

12.7. Illegality of Particular Provision . If any particular provision of this Plan shall be found to be illegal or unenforceable, such provision shall not affect the other provisions thereof, but the Plan shall be construed in all respect as if such invalid provision were omitted.

12.8. Interpretation . Section headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any article or section.

12.9. Tax Effects . The Company makes no representations or warranties as to the tax consequences to a Participant or to a Participant’s Beneficiary from Deferrals hereunder or the subsequent receipt of any benefits as a result thereof. Each Participant must rely solely on his or her own tax advisor with respect to the tax consequences arising from the Deferrals or the receipt of benefits hereunder, or from any other related transaction.

12.10. Receipt or Release . Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company, and the Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

12.11. Records . The records of the Company with respect to the Plan shall be conclusive on all Participants, Beneficiaries, and all other persons whomsoever.

12.12. Arbitration . Any person disputing a decision of the Committee shall submit such dispute to binding arbitration pursuant to the rules of the American Arbitration Association, to be held in Fairfax County, Commonwealth of Virginia. In any arbitration with respect to a decision or action of the Committee taken before a Change in Control, the losing party in such arbitration proceedings shall bear the costs of arbitration, and each party shall bear its own

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attorneys’ fees. In any arbitration with respect to a decision or action of the Committee taken after a Change in Control, the Company shall bear the costs of arbitration (other than attorneys’ fees), and the arbitrator may make an award of attorneys’ fees; any such award shall be made according to the then-prevailing standards for judicial awards of attorneys’ fees applicable to civil actions brought under the Employee Retirement Income Security Act of 1974, as amended.

12.13. Recoupment of Awards . Notwithstanding any other provision herein including, but not limited to, Sections 8, 10.1, 11.1 and 12.1(b), and notwithstanding any other provisions in any Deferral election or other agreement with respect to the Plan, payments made under the Plan and Accounts under the Plan shall be subject to recoupment or reduction by the Company pursuant to the Company’s recoupment policy, as amended (the “Recoupment Policy”). Although consent to the Recoupment Policy by a Participant is not a prerequisite to the effectiveness of the Recoupment Policy with respect to the Participant, the filing of an election by a Participant with respect to any Deferral under the Plan shall be deemed to constitute consent by the Participant to the terms and conditions of the Recoupment Policy with respect to the Participant’s Deferrals and any and all prior Deferrals under the Plan. For purposes of clarity, to the extent provided by the Recoupment Policy, a Participant may be required to return certain payments of Plan benefits made to the Participant, and payments that otherwise would have been made to the Participant with respect to the Participant’s Account under the Plan may be reduced or entirely eliminated. Such actions may be taken pursuant to the Recoupment Policy without regard to whether such payments and the Participant’s Account were otherwise vested.

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This Science Applications International Corporation Key Executive Stock Deferral Plan is hereby adopted by Science Applications International Corporation effective September 27, 2013.


SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

By:		/s/ Brian Keenan
		Brian Keenan
		Executive Vice President
		Human Resources

[Signature Page to Science Applications International Corporation Key Executive Stock Deferral Plan]

Exhibit 4.6

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

KEYSTAFF DEFERRAL PLAN

Effective September 27, 2013

Table of Contents


		Page

1.	Purpose and History		1

2.	Definitions		1

3.	Eligibility		3

4.	Deferrals		4

5.	Earnings on Participants’ Accounts		5

6.	Payout of Participants’ Accounts		5

7.	Beneficiary Designation		7

8.	Hardship and Acceleration Provisions		8

9.	Amendment and Termination of Plan; Change in Control		8

10.	Nature of Accounts		9

11.	Committee		9

12.	Limitation on Rights of Participants		12

13.	Non-Transferability		12

14.	Restriction Against Assignment		12

15.	Forfeiture		13

16.	Mailing of Payments		13

17.	Governing Law		13

18.	Illegality of Particular Provision		13

19.	Interpretation		13

20.	Tax Effects		13

21.	Receipt or Release		14

22.	Records		14

23.	Arbitration		14

24.	Recoupment of Awards		14

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KEYSTAFF DEFERRAL PLAN

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

1.	Purpose and History

1.1 The purpose of this Plan is to provide a means to enhance the Company’s capacity to attract and retain outstanding directors and executives in key positions by assisting them in meeting their future financial security objectives. The Plan is effective September 27, 2013 and is intended to comply with Section 409A of the Code.

1.2 All Participants and their Beneficiaries having an undistributed interest in the Keystaff Deferral Plan of Leidos, Inc. (formerly known as the Keystaff Deferral Plan of Science Applications International Corporation) immediately prior to September 27, 2013 shall, on and after September 27, 2013, be entitled to benefits provided solely from this Plan, in lieu of any and all interest which they had or may have had under the Leidos, Inc. Keystaff Deferral Plan, and the rules governing distribution of such interests under the Leidos, Inc. Keystaff Deferral Plan shall remain in effect except to the extent amended in accordance with the terms of this Plan. Without limiting the generality of the foregoing, Beneficiary designations under the Keystaff Deferral Plan of Leidos, Inc. shall continue to apply to the Accounts.

2.	Definitions

2.1 Whenever the following terms are used in the Plan, they shall have the meaning specified below.

2.2 “ Account ” — shall mean the Account maintained for bookkeeping purposes by the Committee with respect to each Participant to evidence the Participant’s Deferrals of Deferrable Amounts hereunder. The Company shall credit to each Participant’s Account an amount equal to the compensation which otherwise would have been paid had the Participant not elected to defer compensation. Such credits shall be made at the time compensation would have been paid to the Participant. The Account shall also receive quarterly earnings credits in accordance with provisions of Section 5. Separate Accounts shall be established to record amounts deferred (and earnings credits thereon) with respect to Plan Years beginning before and after December 31, 1990, to be referred to herein as Pre-1991 Accounts and Post-1990 Accounts, respectively, including amounts previously deferred after 1991 under the Keystaff Deferral Plan of Leidos, Inc. Except as otherwise stated herein, references to Account(s) shall include both the Pre-1991 and Post-1990 Account(s).

2.3 “ Anniversary Date ” — shall be the last day of a Plan Year.

2.4 “ Beneficiary ” — shall mean the person or persons properly designated by the Participant, in accordance with Section 7, to receive the benefits provided herein upon death of the Participant.

2.5 “ Board ” — shall mean the Board of Directors of Science Applications International Corporation, or its ultimate parent corporation, if any.

2.6 “ Bonus Compensation Plan ” — shall mean the Company’s Bonus Compensation Plan, including the Equity Incentive Plan, and any successor plan.

2.7 “ Code ” — shall mean the Internal Revenue Code of 1986, as amended.

2.8 “ Committee ” — shall mean the committee composed of such members as shall be appointed from time to time by the Board to administer the Plan.

2.9 “ Company ” — shall mean Science Applications International Corporation (or its ultimate parent corporation, if any). In addition, unless the context indicates otherwise, as used in this Plan the term Company shall also mean and include any direct or indirect subsidiary of the Company which has been approved by the Deferral Authority for participation in this Plan by its Employees.

2.10 “ Deferrable Amount(s) ” — shall mean the cash bonus or vested stock bonus, if any, payable to an Employee or Director, in accordance with Company procedures under the Bonus Compensation Plan, Directors’ fees or other payments as determined by the Committee. In no way does the adoption or operation of this Plan obligate the Company to pay any bonus or continue any compensation program. The Committee may in its discretion designate all or part of Employees’ salaries as Deferrable Amounts.

2.11 “ Deferral ” — shall mean the amount of Deferrable Amounts a Participant has deferred in accordance with Section 4.1

2.12 “ Deferral Authority ” — shall mean the individual or group of individuals appointed by the Board to determine which Employees are eligible to make Deferrals and to participate in the Plan.

2.13 “ Director ” — shall mean a member of the Board, other than a Director Emeritus, or a member of the Board of Directors of any subsidiary or affiliate thereof which has been approved by the Deferral Authority for participation in this Plan by its Employees or Directors.

2.14 “ Effective Date ” — shall be September 27, 2013.

2.15 “ Employee ” — shall mean a management or highly compensated employee of the Company.

2.16 “ Equity Incentive Plan ” — shall mean the 2013 Equity Incentive Plan and any successor plan.

2.17 “ Moody’s Seasoned Corporate Bond Rate ” — sometimes referred to as “Moody’s,” is an economic indicator; an arithmetic average of yields of representative bonds: industrials, public utilities, AAA, AA, A and BAA. For Plan purposes, Moody’s Rate shall be determined by the Committee based on financial services or publications selected by the Committee.

2.18 “ Normal Payout ” — shall mean the payment(s) described in Section 6.3.

2.19 “ Participant ” — shall mean an Employee or Director designated by the Deferral Authority for participation in the Plan who timely files an election to participate and makes or receives Deferrals hereunder.

2.20 “ Plan ” — shall mean the Science Applications International Corporation Keystaff Deferral Plan as set forth herein and as amended from time to time.

2.21 “ Plan Year ” — shall be the calendar year.

2.22 “ Retirement Date ” — shall mean the date of an Employee’s or Director’s Termination of Affiliation on attaining age 59 ¹ ⁄ ₂ . A Retirement Date shall not occur unless the Employee or Director has had a Separation From Service.

2.23 “ Separation From Service ” — shall mean the death, retirement or termination of the Employee’s employment with the Company, or in the case of a Director, ceasing to perform services for the Company as a member of the Board. This definition of Separation From Service shall be interpreted and construed in a manner intended to comply with Code Section 409A and the published authorities thereunder.

2.24 “ Termination of Affiliation ” — shall mean any termination of employment with the Company by an Employee, as determined by the Committee, whether by reason of death, disability, voluntary resignation, layoff, discharge, divestiture of the Employee’s business unit or otherwise, and, in the case of a Director, ceasing to be an active Director. The Committee shall have the discretion to establish rules and make determinations as to what constitutes a Termination of Affiliation including, without limitation, change of status (e.g., part-time, consulting Employee, etc.) or leave of absence. Notwithstanding the foregoing, a Termination of Affiliation shall not occur unless the Employee or Director has had a Separation From Service.

3.	Eligibility

3.1 The Deferral Authority in its sole discretion shall designate those Employees or Directors who are to be eligible to participate in the Plan with respect to Deferrals for a particular Plan Year or with respect to a particular Deferrable Amount or Amounts. Designating an individual as eligible to participate in the Plan for a particular Plan Year or with respect to a particular Deferrable Amount shall not require the Deferral Authority to designate such individual for any subsequent Plan Year or with respect to any subsequent Deferrable Amounts. The designation of eligibility by the Deferral Authority may be made in such manner as determined by the Deferral Authority, including, without limitation, establishment of criteria such as compensation level or level or authority.

4.	Deferrals

4.1 Deferral Elections

4.1.1 An eligible Employee or Director shall not become a Participant in the Plan unless and until he or she has executed and delivered to the Committee a Deferral election, including any forms or agreements as may be prescribed by the Committee, and the Committee shall have accepted such Deferral election and/or additional forms or agreements. To initially participate in the Plan, the Employee or Director must submit his or her Deferral election, including any forms or agreements prescribed by the Committee, during the applicable Deferral election period established by the Committee. The Participant’s election shall be carried forward automatically to future Plan Years for which the Participant is eligible to participate unless, during the applicable election period for such future Plan Years, the Participant elects to modify or cancel the prior election under procedures established by the Committee. The last day of the Deferral election period for any Deferrable Amounts other than “performance-based compensation” (as defined below) shall be no later than the last day of the calendar year prior to the first calendar year during which the Employee or Director performs services for which such Deferrable Amounts is earned. Furthermore, the Committee may to the extent consistent with satisfying Code Section 409A, permit an Employee or Director to make a Deferral election within 30 days following the date such Employee or Director first becomes eligible to participate in the Plan, as indicated by the effective date of his status change in the Plan’s records. Such a Deferral election shall be with respect to compensation earned for services performed after the election.

4.1.2 If Deferrable Amounts constitutes “performance-based compensation,” then the Committee may, but need not, delay the last day of the Deferral election period. The last day of the Deferral election period with respect to any Deferrable Amounts considered to be performance-based compensation shall be no later than six (6) months before the end of the service period over which such Deferrable Amounts is earned. For this purpose, “performance-based compensation” means compensation where the amount of or entitlement to the compensation is contingent on the satisfaction of pre-established written performance criteria relating to a performance period of at least twelve (12) consecutive months, provided that performance-based compensation does not include any amount that will be paid regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established. Performance-based compensation must also meet any other applicable requirements established under authority issued pursuant to Code Section 409A.

4.1.3 The total Deferrals elected for a particular Plan Year may be in an amount up to a specified percentage of Deferrable Amounts, such maximum percentage to be up to one hundred percent (100%) as determined by the Deferral Authority.

4.1.4 A Participant’s initial Deferral election shall elect among the forms of distribution specified in Section 6.3.2 with respect to the Participant’s Normal Payout (if any).

4.2 Changes to Deferral Elections

4.2.1 Any Deferral election by a Participant for a particular Plan Year shall be irrevocable for that Plan Year following the end of such Plan Year’s Deferral election period.

5.	Earnings on Participants’ Accounts

5.1 Deferrals shall be credited to the Participant’s Account as of the date of deferral. Interest in each Plan Year will be credited quarterly on the average Account balance for that quarter. The rate of interest applied to the Pre-1991 Account shall be at a base rate equivalent to an annual rate equal to Moody’s Rate, and the rate applicable to the Post-1990 Account shall be at a base rate equivalent to an annual rate equal to the Moody’s Rate less one percent (1%). In each case, the Moody’s Rate in effect on each Anniversary Date shall be used to determine the applicable rate of interest applied during the subsequent Plan Year.

6.	Payout of Participants’ Accounts

6.1 Termination Payouts

6.1.1 A Participant who has a Termination of Affiliation prior to one year of Plan participation shall receive an amount equal to his or her Account, less any credited earnings. Payment shall be made in a lump sum within ninety (90) days following Termination of Affiliation or as soon as administratively feasible thereafter.

6.1.2 A Participant who has a Termination of Affiliation on or after one year of Plan participation but prior to the Participant’s Retirement Date shall receive payment in a lump sum within ninety (90) days following Termination of Affiliation or as soon as administratively feasible thereafter equal to his or her Account(s) as of the most recent quarterly valuation.

6.1.3 A Participant who has a Termination of Affiliation on or after the Participant’s Retirement Date shall be subject and entitled to the Normal Payout provisions set forth in Section 6.3.

6.2 Survivor Payouts

6.2.1 If a Participant dies before Normal Payout commences, the Company shall make a Survivor Payout, as defined in Section 6.2.2, to the designated Beneficiary.

6.2.2 The Survivor Payout shall consist of the Participant’s Account(s) at the time of death.

6.2.3 The Survivor Payout shall be paid in a lump sum to the Beneficiary within ninety (90) days following verification of the Participant’s death or as soon as administratively feasible thereafter.

6.2.4 Notwithstanding subsection 6.2.3 above, if while an Employee and on or before the date of the Participant’s death, the Participant had reached age 59 ¹ ⁄ ₂ , the Survivor Payout shall be made in the form (i.e., lump sum, 5-year, 10-year or 15-year period) the Participant had elected for the Participant’s Normal Payout.

6.3 Normal Payouts

6.3.1 Normal Payouts shall be made to Participants who have a Termination of Affiliation on or after a Retirement Date. Normal Payouts shall commence upon Termination of Affiliation.

6.3.2 As set forth in Section 4.1.4, the Participant shall elect to receive the Normal Payout in a lump sum or over a 5-year, 10-year or 15-year period. The first payment will commence within ninety (90) days following the Termination of Affiliation or as soon as administratively feasible thereafter.

6.3.3 If a Participant does not elect a payout option, the payments shall be over a 5-year period.

6.3.4 Normal Payout shall consist of the Participant’s Account(s) spread equally over the elected payout period. Earnings shall continue to be credited to the remaining Account(s) during the payout period and shall be estimated so that approximately equal payments can be made.

6.3.5 If a Participant dies during the Normal Payout period, Normal Payout shall continue as scheduled to the Participant’s Beneficiary.

6.3.6 Except as set forth in this Section 6.3.6 and in Section 6.3.7, a Participant’s election of form of distribution shall be irrevocable. Each of the forms of distribution set forth in Section 6.3.2 shall be considered a single payment for purposes of Code Section 409A. Accordingly, Participants shall be allowed to make a new form of distribution election, provided that the following requirements are satisfied.

(a) The election does not take effect until at least twelve (12) months after the date the election is made, and the election must be made at least twelve (12) months prior to the date the first payment would be made to the Participant absent the election.

(b) The commencement date of the first payment to the Participant shall be five (5) years following the date the payment would have commenced absent the change in the Participant’s election; and

Any attempt to change a payout election that does not satisfy these requirements shall be void.

6.3.7 Notwithstanding the foregoing, if any stock of the Company is publicly traded on an established securities market, the distribution to any Participant who is a “specified

employee” under Code Section 409A(a)(1)(B)(i) shall not be made (or commence to be made in the case of installment payments) before the earlier of (i) the date which is six (6) months after such Participant’s Separation From Service or (ii) the date of the Participant’s death. For any twelve (12) month period commencing April 1 and ending March 31, an Employee is a “specified employee” if the Employee was a “key employee” at any time during the calendar year ending before such April 1. A key employee is defined in Code Section 416(i) without regard to Code Section 416(i)(5).

6.4 Cash Distributions

6.4.1 All distributions under the Plan shall be made in cash.

7.	Beneficiary Designation

7.1 Upon forms provided by the Committee, each Participant shall designate in writing the Beneficiary or Beneficiaries whom such Participant desires to receive the benefits of this Plan payable in the event of such Participant’s death.

7.2 A Participant may from time to time change his or her designated Beneficiary or Beneficiaries without the consent of such Beneficiary or Beneficiaries by filing a new designation in writing with the Committee.

7.3 The Company may rely upon the designation of Beneficiary or Beneficiaries last filed by the Participant in accordance with the terms of this Plan.

7.4 If the designated Beneficiary does not survive the Participant, or if there is no valid Beneficiary designation, amounts payable under the Plan shall be paid to the Participant’s spouse, or if there is no surviving spouse, then to the duly appointed and currently acting personal representative of the Participant’s estate. If there is no personal representative of the Participant’s estate duly appointed and acting in that capacity within sixty (60) days after the Participant’s death, then all payments due under the Plan shall be payable to the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder pursuant to the laws of intestate succession or other statutory provisions in effect at the Participant’s death in the state in which the Participant resided.

7.5 If the Committee shall find that any person to whom any payment is payable under this Plan is unable to care for his or her affairs because of illness or accident, or is a minor, a payment due (unless a prior claim therefore shall have been made by a duly appointed guardian or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any custodian, conservator or other fiduciary responsible for the management and control of such person’s financial affairs in such manner and proportions as the Committee may determine. Any such payment shall, to the extent thereof, discharge of the liabilities of the Company to the Participant or Beneficiary under this Plan.

7.6 Whenever a provision of this Plan restricts or limits a Participant or a Participant’s Account, benefit or distribution, such limitation shall also apply to a Beneficiary unless otherwise specified.

8.	Hardship and Acceleration Provisions

8.1 Notwithstanding the provisions of Section 6 hereof, a Participant shall be entitled to request a hardship withdrawal of all or any portion of the Participant’s Account or acceleration of payments of the Participant’s Account if payments have already commenced under the payout option selected by the Participant. A Participant must make a written request to the Committee for a hardship withdrawal or request for accelerated payment, stating the reasons such withdrawal or acceleration is necessary because of a financial hardship. The Committee, in its sole discretion, shall determine whether or not to grant the Participant’s request and, in so doing, may rely on the Participant’s statements, and a hardship withdrawal or accelerated payment may be approved without further investigation unless the Committee has reason to believe such statements are false. The Participant shall specify from which of the Participant’s Account(s) (i.e., Pre-1991 or Post-1990, or both) the hardship withdrawal shall be taken.

8.2 A withdrawal under Section 8.1 shall be permitted only if the Participant incurs an “unforeseeable emergency,” as defined below. Any such distribution shall be limited to the amount for which distribution is reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, State or local income taxes or penalties reasonably anticipated to result from the distribution). For purposes of this Section, an “unforeseeable emergency” is a severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse or dependent, (ii) the loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home to the extent not otherwise covered by insurance, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of whether a Participant has an unforeseeable emergency shall be made in accordance with the authorities published pursuant to Code Section 409A.

9.	Amendment and Termination of Plan; Change in Control

9.1 The Company may, at its absolute and sole discretion, amend or terminate the Plan at any time.

9.2 In the event of a Plan termination, benefits will be paid out when due under the terms of the Plan. To the extent feasible, the Committee shall use its best efforts to avoid adversely affecting the rights of any existing Participants in the Plan, but prior to a Change in Control (as hereinafter defined), the Committee shall be under no specific duty or obligation in this regard. Following a Change in Control no amendment or termination of the Plan shall adversely affect any benefits earned by Participants prior to the amendment or termination.

9.3 All Accounts shall be immediately distributed to the Participants to whom such Accounts belong, upon the occurrence of a Change in Control (as hereinafter defined) of the Company. A “Change in Control” shall be deemed to occur if any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than the Company, any subsidiary or employee benefit plan or trust maintained by the Company or subsidiary, during any 12-month period ending on the date of the most recent acquisition by such person, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of the Company’s stock representing thirty-five percent (35%) or more of the voting power of the Company’s then outstanding stock; provided, however, that a transaction shall not constitute a Change in Control unless it is a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A. For purposes of the foregoing, a subsidiary is any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, other than the last corporation in such chain, owns at least fifty percent (50%) of the total voting power in one of the other corporations in such chain.

10.

Nature of Accounts

10.1 All amounts credited to the Account(s) shall remain the sole property of the Company and shall be usable by it as part of its general funds for any legal purpose whatsoever. The Account(s) shall exist only as bookkeeping entries for the purpose of facilitating the computation of earnings credits hereunder and such Account(s) shall not constitute trust funds, escrow accounts, or any other form of asset segregation in favor of anyone other than the Company. No Participant shall have any interest in any specific asset of the Company by virtue of this Plan and each Participant’s rights under this Plan shall at all times be limited to those of a general unsecured creditor of the Company. Although sometimes referred to in this Plan as “interest,” amounts credited to Account(s) pursuant to Section 5.1 may be treated as compensation for tax and payroll withholding purposes, pursuant to applicable Code and United States Department of Treasury regulation requirements.

11.

Committee

11.1 The Plan shall be administered by the Committee appointed by the Board. Subject to the provisions of the Plan and the authority granted to the Deferral Authority, the Committee shall have exclusive power to determine the manner and time of Deferrals and payment of benefits to the extent herein provided and to exercise any other discretionary powers granted to the Committee pursuant to the Plan. The decisions or determinations by the Committee shall be final and binding upon all parties, including shareholders, Participants, Beneficiaries and other Employees. The Committee shall have the authority to interpret the Plan, to make factual findings and determinations, to adopt and revise rules and regulations relating to the Plan and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Committee’s discretion shall be as broad and unfettered as permitted by law. Notwithstanding the foregoing, after a Change in Control, any findings, adoption or

revision of rules or regulations, interpretations, decisions or determinations made by the Committee (including under Section 11.2) shall not be given any deference by a court or arbitrator, and if challenged by a Participant or Beneficiary, shall be reviewed on a de novo basis.

11.2 The Committee shall have all powers necessary to supervise the administration of the Plan and control its operations. In addition to any powers and authority conferred on the Committee elsewhere in the Plan or by law, the Committee shall have, by way of illustration and not by way of limitation, the following powers and authority:

11.2.1 To designate agents to carry out responsibilities relating to the Plan;

11.2.2 To employ such legal, actuarial, medical, accounting, clerical and other assistance as it may deem appropriate in carrying out the provisions of this Plan;

11.2.3 To administer, interpret, construe and apply this Plan and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, Beneficiary or other person whatsoever, including but not limited to all questions relating to eligibility to participate in the Plan, and the amount of benefits to which any Participant may be entitled;

11.2.4 To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan;

11.2.5 To establish claims procedures, and to make forms available for filing of such claims, and to provide the name of the person or persons with whom such claims should be filed. The Committee shall establish procedures for action upon claims initially made and the communication of a decision to the claimant promptly and, in any event, not later than sixty (60) days after the date of the claim; the claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within such sixty (60) day period. Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant (1) the specific reason or reasons for the denial, (2) specific reference to any provisions of this Plan on which denial is based, (3) description of any additional material or information necessary for the claimant to perfect his claim with an explanation of why such material or information is necessary, and (4) an explanation of the procedure for further reviewing the denial of the claim under the Plan. The Committee shall establish a procedure for review of claim denials, such review to be undertaken by the Committee. The review given after denial of any claim shall be a full and fair review with the claimant or his duly authorized representative having one hundred eighty (180) days after receipt of denial of his claim to request such review, having the right to review all pertinent documents and the right to submit issues and comments in writing. The Committee shall establish a procedure for issuance of a decision by the Committee not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible but not later than one hundred twenty (120) days after receipt of the claimant’s

request for review. The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of this Plan on which the decision is based; and

11.2.6 To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient in the efficient administration of the Plan.

11.2.7 Prior to a Change in Control, any action taken in good faith by the Committee in the exercise of authority conferred upon it by this Plan shall be conclusive and binding upon the Participants and their Beneficiaries, and all discretionary powers conferred upon the Committee shall be absolute. Following a Change in Control, the actions of the Committee and its exercise of discretionary powers shall be reviewed on a de novo basis if challenged by a Participant or Beneficiary.

11.3 Members of the Committee shall serve as such without compensation from the Plan, but may receive compensation from the Company for so serving. All Plan administration expenses shall be borne by the Company.

11.4 The members of the Committee, the Deferral Authority, the Board, and the Company shall be entitled to rely upon any tables, valuations, computations, estimates, certificates, opinions and reports furnished by any consultant, or firm or corporation which employs one or more consultants or advisors. The Committee may, but is not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and may likewise treat such records as conclusive with respect to all Employees, Participants, Beneficiaries and any other persons whomsoever, except as otherwise provided by law.

11.5 The Committee, the Deferral Authority, the Board or the Company may require satisfactory proof of any matter under this Plan from or with respect to any Employee, director, consultant, Participant or Beneficiary, and no such person shall acquire any rights or be entitled to receive any benefits under this Plan until such proof shall be furnished as so required.

11.6 Any person dealing with the Committee may rely on and shall be fully protected in relying on a certificate or memorandum in writing signed by any Committee member so authorized, or by a quorum of the members of the Committee, as constituted as of the date of such certificate or memorandum, as evidence of any action taken or resolution adopted by the Committee.

11.7 No Employee or director of the Company shall be subject to any liability by reason of or arising from his or her participation in the establishment or administration or operation of the Plan unless he or she acts fraudulently or in bad faith.

11.8 Indemnification

11.8.1 To the extent permitted by law, the Company shall indemnify each member of the Deferral Authority, the Committee, and any other Employee or director of the Company who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative, or investigative, by reason of his or her conduct in the performance in connection with the establishment or administration of the Plan or any amendment or termination of the Plan.

11.8.2 This indemnification shall apply against expenses including, without limitation, attorneys fees and any expenses of establishing a right to indemnification hereunder, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, except in relation to matters as to which he or she has acted fraudulently or in bad faith in the performance of such duties.

11.8.3 The termination of any proceeding by judgment, order, settlement, conviction, upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that the person acted fraudulently or in bad faith in the performance of his or her duties.

11.8.4 Expenses incurred in defending any such proceeding may be advanced by the Company prior to the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the recipient to repay such amount, unless it shall be determined ultimately that the recipient is entitled to be indemnified as authorized in this Section 11.8.

11.8.5 The right of indemnification set forth in this Section 11.8 shall be in addition to any other right to which any Committee member or other person may be entitled as a matter of law, by corporate bylaws or otherwise.

12.

Limitation on Rights of Participants

12.1 If a Participant is an employee of the Company, such employment is not for any specific term and may be terminated by the Participant or Company at any time, for any reason, with or without cause. Neither this Plan nor any election to defer compensation hereunder shall be held or construed to confer on any person any legal right to be continued as an Employee, consultant or director of the Company; nor to constitute any promise or commitment by the Company regarding future positions, future work assignments, future compensation or any other term or condition of employment or affiliation.

13.

Non-Transferability

13.1 No right to payment under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No right to payment shall in any manner be liable for, or subject to, the debts, contracts, liabilities or torts of the person entitled thereto.

14.

Restriction Against Assignment

14.1 The Participant or Beneficiary shall not have the power to transfer, assign, anticipate, modify, or otherwise encumber in any manner whatsoever any of the payments that will become due pursuant to this Plan, nor shall said payments be subject to attachment, garnishment or execution, or be transferable by operation of law in event of bankruptcy or insolvency.

15.

Forfeiture

15.1 In the event that the Committee is unable to locate a Participant or Beneficiary to whom benefits are payable hereunder after mailing a notice to the Participant’s or Beneficiary’s last known address, and such inability lasts for a period of three (3) years, then any remaining benefits payable hereunder shall be forfeited to the Company and no Participant or Beneficiary shall have any right to further benefits from the Plan, even if subsequently located.

16.

Mailing of Payments

16.1 All payments under the Plan shall be delivered in person or mailed to the last address of the Participant (or, in the case of the death of the Participant to that of any other person entitled to such payments under the terms of the Plan). Each Participant shall be responsible for furnishing the Committee with his or her correct current address and the correct current name and address of his or her Beneficiary.

17.

Governing Law

17.1 All legal questions pertaining to the Plan shall be determined in accordance with the laws of Delaware, excluding its rules governing conflicts of laws. Without limiting Section 20, it is intended that this Plan be administered and interpreted in a manner consistent with the applicable requirements of Code Section 409A.

18.

Illegality of Particular Provision

18.1 If any particular provision of this Plan shall be found to be illegal or unenforceable, such provision shall not affect the other provisions thereof, but the Plan shall be construed in all respect as if such invalid provision were omitted.

19.

Interpretation

19.1 Section headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any article or section.

20.

Tax Effects

20.1 The Company makes no representations or warranties as to the tax consequences to a Participant or to a Participant’s Beneficiary from Deferrals hereunder or the subsequent receipt of any benefits as a result thereof. Each Participant must rely solely on his or her own tax advisor with respect to the tax consequences arising from the Deferrals or the receipt of benefits hereunder, or from any other related transaction. All distributions of benefits shall be subject to applicable tax withholding requirements.

21.

Receipt or Release

21.1 Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company, and the Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

22.

Records

22.1 The records of the Company with respect to the Plan shall be conclusive on all Participants, Beneficiaries, and all other persons whomsoever.

23.

Arbitration

23.1 Any person disputing a decision of the Committee shall submit such dispute to binding arbitration pursuant to the rules of the American Arbitration Association, to be held in Fairfax County, Commonwealth of Virginia. In any arbitration with respect to a decision or action of the Committee taken before a Change in Control, the losing party in such arbitration proceedings shall bear the costs of arbitration, and each party shall bear its own attorneys’ fees. In any arbitration with respect to a decision or action of the Committee taken after a Change in Control, the Company shall bear the costs of arbitration (other than attorneys’ fees), and the arbitrator may make an award of attorneys’ fees; any such award shall be made according to the then-prevailing standards for judicial awards of attorneys’ fees applicable to civil actions brought under the Employee Retirement Income Security Act of 1974, as amended.

24.

Recoupment of Awards

24.1 Notwithstanding any other provision herein including, but not limited to, Sections 8, 9.2, 9.3, and 11.1 and notwithstanding any other provisions in any Deferral election or other agreement with respect to the Plan, payments made under the Plan and Accounts under the Plan shall be subject to recoupment or reduction by the Company pursuant to the Company’s recoupment policy, as amended (the “Recoupment Policy”). Although consent to the Recoupment Policy by a Participant is not a prerequisite to the effectiveness of the Recoupment Policy with respect to the Participant, the filing of an election by a Participant with respect to any Deferral under the Plan shall be deemed to constitute consent by the Participant to the terms and conditions of the Recoupment Policy with respect to the Participant’s Deferrals and any and all prior Deferrals under the Plan. For purposes of clarity, to the extent provided by the Recoupment Policy, a Participant may be required to return certain payments of Plan benefits made to the Participant, and payments that otherwise would have been made to the Participant with respect to the Participant’s Account under the Plan may be reduced or entirely eliminated. Such actions may be taken pursuant to the Recoupment Policy without regard to whether such payments and the Participant’s Account were otherwise vested.

This Science Applications International Corporation Keystaff Deferral Plan is hereby adopted by Science Applications International Corporation effective September 27, 2013.


SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

By:		/s/ Brian Keenan
		Brian Keenan Executive Vice President Human Resources

[Signature Page to Science Applications International Corporation Keystaff Deferral Plan]

Exhibit 4.7

2013 EMPLOYEE STOCK PURCHASE PLAN

1.	Establishment of Plan.

Science Applications International Corporation (the “ Company ”) proposes to grant options for purchase of the Company’s Common Stock as determined by the Committee to eligible employees of the Company and its Participating Subsidiaries pursuant to this 2013 Employee Stock Purchase Plan (this “ Plan ”). The Company intends this Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code (as may be amended from time to time), although the Company makes no undertaking or representation to maintain such qualification. In addition, the Plan authorizes the grant of options under a Non-423 Plan Component pursuant to rules, procedures or sub-plans adopted by the Board (or its designate) designed to achieve desired tax or other objectives. To the extent that the Company grants options to employees of its Affiliates, such grants shall be made under the Non-423 Plan Component. Any term not expressly defined in this Plan but defined for purposes of Section 423 of the Code shall have the same definition herein.

2.	Definitions.

This Plan uses the following defined terms:

(a) “ Affiliate ” means any entity other than a Subsidiary in which the Company has a controlling interest and which is not a “subsidiary corporation” as defined in Section 424(f) of the Code.

(b) “ Annual Increase ” means the automatic annual increase in the Share Limit described in Section 3.

(d) “ Code ” means the Internal Revenue Code of 1986, as amended.

(e) “ Committee ” means the Compensation Committee of the Board.

(f) “ Common Stock ” means the common stock of the Company, par value $0.0001 per share.

(g) “ Company ” means Science Applications International Corporation, a Delaware corporation.

(h) “ employee ” has the meaning set forth in Section 4.

(i) “ Employee Stock Purchase Committee ” means a committee consisting of one or more management employees of the Company appointed in accordance with Section 5.

(j) “ fair market value ” means the value of a Share as determined under Section 10.

(k) “ First Offering Period ” means the period commencing and ending on those dates determined by the Committee.

(l) “ Maximum Share Amount ” means a maximum number of Shares which may be purchased by any employee at any single Purchase Date described in Section 12.

(m) “ Non-423 Plan Component ” means a component of this Plan which does not qualify under Section 423 of the Code.

(n) “ Notice Period ” means the period within two (2) years from the Offering Date relating to the applicable shares or one (1) year from the Purchase Date on which the applicable shares were purchased.

(o) “ Offering Date ” means the first business day of each Offering Period.

(p) “ Offering Period ” means a period of three (3) months except for the First Offering Period as set forth in Section 7 of this Plan. The duration and timing of Offering Periods may be changed pursuant to Section 7, Section 16 and Section 29 of this Plan, provided that no Offering Period shall exceed a period of twenty-four (24) months.

(q) “ Parent Corporation ” shall have the same meaning as “parent corporation” in Section 424(e) of the Code.

(r) “ Participating Subsidiaries ” means such Parent Corporations, Subsidiaries or Affiliates that the Board designates from time to time as corporations that shall participate in this Plan.

(s) “ Plan ” means this 2013 Employee Stock Purchase Plan of the Company.

(t) “ Purchase Date ” means the last business day of each Purchase Period.

(u) “ Purchase Period ” means a period of three (3) months, except for the first Purchase Period, coincident with an Offering Period. The duration and timing of Purchase Periods may be changed pursuant to Section 7, Section 16 and Section 29 of this Plan, provided that no Purchase Period shall exceed a period of six (6) months.

(v) “ Reserves ” means the number and type of Shares covered by each option under this Plan which has not yet been exercised and the number and type of Shares which have been authorized for issuance under this Plan, including the Annual Increase, but have not yet been placed under option.

(w) “ Section 423 Plan ” has the meaning set forth in Section 21.

(x) “ Share ” means a share of Common Stock, as determined by the Committee.

(y) “ Share Limit ” means the limit on the total number of Shares available for issuance under this Plan described in Section 3.

(z) “ Subsidiary ” shall have the same meaning as “subsidiary corporation” in Section 424(f) of the Code.

(aa) “ Value Date ” means the date the fair market value of a Share is to be determined.

3.	Number of Shares.

The total number of Shares initially available for issuance pursuant to this Plan shall be 1,000,000 (the “ Share Limit ”), subject to adjustments effected in accordance with Section 16 of this Plan. The total number of Shares initially available for issuance pursuant to the Non-423 Plan Component shall be 10% of the Share Limit, and the total number of Shares initially available for issuance pursuant to the Section 423 Plan shall be 900,000, subject in each case, to adjustments effected in accordance with Section 16 of this Plan. Notwithstanding the foregoing and subject to Section 16, the Share Limit shall automatically increase on February 1 of each year until and including February 1, 2023 (unless the Plan is terminated earlier in accordance with the provisions hereof) by the “ Annual Increase ” which shall consist of a number of shares equal to the least of (i) 1,000,000, (ii) two percent (2%) of the number of shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) a lesser number determined by the Committee prior to such February 1. To the extent the Board (or its designate) shall have implemented a Non-423 Plan Component, the Share Limit shall be reduced by the number of shares issued under the Non-423 Plan Component. Shares issued under this Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares reacquired in private transactions or open market purchases, but all shares issued under this Plan and the Non-423 Plan Component shall be counted against the Share Limit.

4.	Purpose.

The purpose of this Plan is to provide eligible employees of the Company and Participating Subsidiaries with a convenient means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees’ sense of participation in the affairs of the Company and Participating Subsidiaries, and to provide an incentive for continued employment. For the purposes of this Plan, “employee” shall mean any individual who is an employee of the Company or a Participating Subsidiary. Whether an individual qualifies as an employee shall be determined by the Committee, in its sole discretion. The Committee shall be guided by the provisions of Treasury Regulation Section 1.423-2(e) and Section 3401(c) of the Code and the Treasury Regulations thereunder as to employees in the United States, with the intent that the Plan cover all “employees” within the meaning of those provisions other than those who are not eligible to participate in the Plan, provided, however, that any determinations regarding whether an individual is an “employee” shall be prospective only, unless otherwise determined by the Committee. Unless the Committee makes a contrary determination, the employees of the Company shall, for all purposes of this Plan, be those individuals who are employees of the Company or a Participating Subsidiary for regular payroll purposes or are on a leave of absence for not more than 90 days. Any inquiries regarding eligibility to participate in the Plan shall be directed to the Committee, whose decision shall be final.

5.	Administration.

This Plan shall be administered by the Committee. The Committee may delegate certain administrative responsibilities to an Employee Stock Purchase Committee, including (a) prescribing, amending and rescinding rules and regulations relating to the Plan; (b) prescribing forms for carrying out the provisions and purposes of the Plan; (c) interpreting the Plan; and (d) making all other determinations deemed necessary or advisable for the administration of the Plan, including factual determinations. Subject to the provisions of this Plan, the Committee shall have all authority to (i) determine and change the percentage discount pursuant to Section 10, (ii) determine and change the Offering Periods and Offering Dates pursuant to Section 7, (iii) determine and change the purchase price for shares pursuant to Section 10, (iv) prescribe minimum holding periods for the Shares issued under this Plan, and (v) prescribe, amend and rescind rules and regulations relating to this Plan. All decisions of the Committee and the Employee Stock Purchase Committee shall be final and binding upon all participants. Members of the Committee and the Employee Stock Purchase Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company.

6.	Eligibility.

Any employee of the Company or the Participating Subsidiaries is eligible to participate in an Offering Period (as hereinafter defined) under this Plan except the following:

(a) employees who are not employed by the Company or a Participating Subsidiary prior to the beginning of such Offering Period or prior to such other time period as specified by the Committee;

(b) employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Participating Subsidiaries or who, as a result of being granted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of issued and outstanding stock of the Company or any of its Participating Subsidiaries;

(c) individuals who provide services to the Company or any of its Participating Subsidiaries as independent contractors who are reclassified as common law employees for any reason except for federal income and employment tax purposes; and

(d) employees who reside in countries for whom such employees’ participation in the Plan would result in a violation under any corporate or securities laws of such country of residence.

Individuals who are not employees of the Company or a Participating Subsidiary shall not be eligible to participate in an Offering Period.

7.	Offering Dates.

The Offering Periods of this Plan may be up to twenty-four (24) months in duration and may consist of up to eight (8) Purchase Periods of up to six (6) months in duration during which payroll deductions of the participants are accumulated under this Plan. However, unless and until determined otherwise by the Committee, except for the First Offering Period, each Offering Period shall have a duration of three months and shall commence on April 1, July 1, October 1 or January 1 and each Offering Period shall have only one Purchase Period which shall run simultaneously with the Offering Period. The First Offering Period shall commence and end on those dates determined by the Committee. The Committee shall have the power to change the Offering Dates, the Purchase Dates and the duration of Offering Periods or Purchase Periods without stockholder approval if such change is announced prior to the relevant Offering Period or prior to such other time period as specified by the Committee.

8.	Participation in this Plan.

Eligible employees may become participants in an Offering Period under this Plan on the Offering Date, after satisfying the eligibility requirements, by delivering a subscription agreement to the Company prior to such Offering Date, or such other time period as specified by the Committee. An eligible employee who does not deliver a subscription agreement to the Company after becoming eligible to participate in an Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless such employee enrolls in this Plan by delivering a subscription agreement with the Company prior to such Offering Period, or such other time period as specified by the Committee. Once an employee becomes a participant in an Offering Period by filing a subscription agreement, such employee shall automatically participate in the Offering Period commencing immediately following the last day of the prior Offering Period unless the employee withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period as set forth in Section 13 below. Such participant is not required to file any additional subscription agreement in order to continue participation in this Plan.

9.	Grant of Option on Enrollment.

Enrollment by an eligible employee in this Plan with respect to an Offering Period shall constitute the grant (as of the Offering Date) by the Company to such employee of an option to purchase on the Purchase Date up to that number of Shares determined by a fraction, the numerator of which is the amount accumulated in such employee’s payroll deduction account during such Purchase Period and the denominator of which is eighty-five percent (85%) (unless such percentage is changed pursuant to Section 10) of the fair market value of a Share on the Purchase Date (but in no event less than the par value of a Share), provided, however, that the number of Shares subject to any option granted pursuant to this Plan shall not exceed the lesser of (x) the maximum number of shares set by the Committee pursuant to Section 12(c) below with respect to the applicable Purchase Date, or (y) the maximum number of shares which may be purchased pursuant to Section 12(b) below with respect to the applicable Purchase Date. The

fair market value of a Share shall be determined as provided in Section 10 below. Notwithstanding the foregoing, in the event of a change in generally accepted accounting principles which would adversely affect the accounting treatment applicable to any current Offering Period, the Committee may make such changes to the number of Shares purchased at the end of Purchase Period or the purchase price paid as are allowable under generally accepted accounting principles and as it deems necessary in the sole discretion of the Committee to avoid or minimize adverse accounting consequences.

10.

Purchase Price.

The purchase price per Share at which a Share shall be sold in any Offering Period shall be eighty-five percent (85%) of the fair market value of the Shares on the Purchase Date; provided that the Committee may change the purchase price to be anywhere from eighty-five percent (85%) to one hundred percent (100%) of the fair market value of a Share on the Offering Date or the Purchase Date.

For purposes of this Plan, “fair market value” of a Share shall be determined as follows:

(a) Listed Stock . If Shares are traded on any established stock exchange or quoted on a national market system, fair market value shall be the closing sales price as quoted on that stock exchange or system for the day before the Value Date as reported in The Wall Street Journal or a similar publication. If no sales are reported as having occurred on the day before the Value Date, fair market value shall be that closing sales price for the last preceding trading day on which sales of Shares are reported as having occurred. If no sales are reported as having occurred during the five trading days before the Value Date, fair market value shall be the closing bid for the Shares on the day before the Value Date. If the Shares of the Company are listed on multiple exchanges or systems, fair market value shall be based on sales or bid prices on the primary exchange or system on which Shares of the Company are traded or quoted.

(b) Stock Quoted by Securities Dealer . If Shares are regularly quoted by a recognized securities dealer but selling prices are not reported on any established stock exchange or quoted on a national market system, fair market value shall be the mean between the high bid and low asked prices on the day before the Value Date. If no prices are quoted for the day before the Value Date, fair market value shall be the mean between the high bid and low asked prices on the last preceding trading day on which any bid and asked prices were quoted.

(c) No Established Market . If Shares are not traded on any established stock exchange or quoted on a national market system and are not quoted by a recognized securities dealer, the Committee (following guidelines established by the Board) will determine the fair market value of the Shares in good faith.

11.

Payment of Purchase Price; Changes in Payroll Deductions; Issuance of Shares.

(a) The purchase price of the shares is accumulated by regular payroll deductions made during each Offering Period. The deductions are made as a percentage of the participant’s compensation in one percent (1%) increments, not less than one percent (1%), nor greater than ten percent (10%), or such lower limit set by the Committee. Compensation shall mean, in the case of employees subject to tax in the United States, all W-2 cash compensation, including, but

not limited to, base salary, wages, bonuses, incentive compensation, commissions, overtime, shift premiums, plus draws against commissions, provided, however that compensation shall not include any long term disability or workers’ compensation payments, car allowances, relocation payments, expense reimbursements or payment of dividends on non-vested stock or payments representing dividends on stock units or stock rights and further provided, however, that for purposes of determining a participant’s compensation, any election by such participant to reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if the participant did not make such election. In the case of employees not subject to tax in the United States, the Committee shall establish a comparable definition of compensation. Payroll deductions shall commence on the first payday of the Offering Period and shall continue to the end of the Offering Period unless sooner altered or terminated as provided in this Plan. If payroll deductions are not permitted in a jurisdiction, participants in that jurisdiction may contribute via check or pursuant to another method approved by the Committee.

(b) A participant may increase or decrease the rate of payroll deductions during an Offering Period by filing with the Company a new authorization for payroll deductions, in which case the new rate shall become effective for the next payroll period commencing after the Company’s receipt and processing of the authorization and shall continue for the remainder of the Offering Period unless changed as described below. Such change in the rate of payroll deductions may be made at any time during an Offering Period. The Committee shall have the authority to impose restrictions on the number of increases or decreases a participant may make within an Offering Period as set forth in this Subsection (b) or in Section 11(c) below.

(c) A participant may reduce his or her payroll deduction percentage to zero (0) during an Offering Period by filing with the Company a request for cessation of payroll deductions. Such reduction shall be effective beginning with the next payroll period after the Company’s receipt of the request and no further payroll deductions shall be made for the duration of the Offering Period unless the rate of payroll deduction is subsequently increased. Payroll deductions credited to the participant’s account prior to the effective date of the request shall be used to purchase Shares in accordance with Subsection (e) below. A participant may subsequently increase his or her payroll deductions during the Offering Period as long as he or she has not withdrawn participation in the Offering Period as set forth in Section 13 below.

(d) All payroll deductions made for a participant are credited to his or her account under this Plan and are deposited with the general funds of the Company. No interest accrues on the payroll deductions, unless required by local law. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions, unless required by local law.

(e) On each Purchase Date, for so long as this Plan remains in effect, and provided that the participant has not submitted a signed and completed withdrawal form before that date, which notifies the Company that the participant wishes to withdraw from that Offering Period under this Plan and have all payroll deductions accumulated in the account maintained on behalf of the participant, as of that date returned to the participant, the Company shall apply the funds then in the participant’s account to the purchase of whole and fractional Shares reserved under the option granted to such participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The purchase price per share shall be as specified in

Section 10 of this Plan. In the event that this Plan has been oversubscribed, all funds not used to purchase shares on the Purchase Date shall be returned to the participant, without interest. No Share shall be purchased on a Purchase Date on behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date.

(f) As soon as practicable after the Purchase Date, the Company shall issue shares for the participant’s benefit representing the shares purchased upon exercise of his or her option.

(g) During a participant’s lifetime, his or her option to purchase shares hereunder is exercisable only by him or her. The participant shall have no interest or voting rights in shares covered by his or her option until such option has been exercised and shares have been issued to the participant.

12.

Limitations on Shares to be Purchased.

(a) No participant shall be entitled to purchase stock under this Plan at a rate which, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company or any Subsidiary, exceeds $25,000 in fair market value, determined as of the Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which the employee participates in this Plan. The Company shall have the authority to take all necessary action, including but not limited to, suspending the payroll deductions of any participant, in order to ensure compliance with this Section.

(b) No participant shall be entitled to purchase more than the Maximum Share Amount on any single Purchase Date. Prior to the commencement of any Offering Period or prior to such time period as specified by the Committee, the Committee may, in its sole discretion, set a Maximum Share Amount. The Maximum Share Amount shall be 2,500 shares. If a new Maximum Share Amount is set, then all participants must be notified of such Maximum Share Amount prior to the commencement of the next Offering Period. The Maximum Share Amount shall continue to apply with respect to all succeeding Purchase Dates and Offering Periods unless revised by the Committee as set forth above.

(c) If the number of shares to be purchased on a Purchase Date by all employees participating in this Plan exceeds the number of shares then available for issuance under this Plan, then the Company shall make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the number of shares to be purchased under a participant’s option to each participant affected.

(d) Any payroll deductions accumulated in a participant’s account which are not used to purchase stock due to the limitations in this Section 12 shall be returned to the participant as soon as practicable after the end of the applicable Purchase Period, without interest unless required by local law.

13.

Withdrawal.

(a) Each participant may withdraw from an Offering Period under this Plan by signing and delivering to the Company a written notice to that effect on a form provided for such purpose. Such withdrawal may be elected at any time prior to the end of an Offering Period, or such other time period as specified by the Committee.

(b) Upon withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawn participant, without interest, and his or her interest in this Plan shall terminate. In the event a participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set forth in Section 8 above for initial participation in this Plan.

(c) At such times, if any, when there are multiple Purchase Periods within an Offering Period and the purchase price can be based on the fair market value at the beginning of the Offering Period, if the fair market value on the first day of the current Offering Period in which a participant is enrolled is higher than the fair market value on the first day of any subsequent Offering Period, the Company shall automatically enroll such participant in the subsequent Offering Period. Any funds accumulated in a participant’s account prior to the first day of such subsequent Offering Period shall be applied to the purchase of shares on the Purchase Date immediately prior to the first day of such subsequent Offering Period, if any.

14.

Termination of Employment.

Termination of a participant’s employment for any reason, including retirement, death or the failure of a participant to remain an eligible employee of the Company or of a Participating Subsidiary, shall immediately terminate his or her participation in this Plan. In such event, the payroll deductions credited to the participant’s account shall be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest. For purposes of this Section 14, an employee shall not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Subsidiary in the case of sick leave, military leave, or any other leave of absence approved by the Board, provided, however that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

15.

Return of Payroll Deductions.

In the event a participant’s interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliver to the participant all payroll deductions credited to such participant’s account. No interest shall accrue on the payroll deductions of a participant in this Plan, unless required by local law.

16.

Capital Changes.

Subject to any required action by the stockholders of the Company, the Reserves, as well as the price per Share covered by each option under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a stock split or the payment of a stock dividend (but only on the Shares), any other increase or decrease in the number of issued and outstanding Shares

effected without receipt of any consideration by the Company or other change in the corporate structure or capitalization affecting the Company’s present Shares, provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an option.

In the event of the proposed dissolution or liquidation of the Company, the Offering Period shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its sole discretion in such instances, declare that this Plan shall terminate as of a date fixed by the Committee and give each participant the right to purchase shares under this Plan prior to such termination. In the event of (i) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the options under this Plan are assumed, converted or replaced by the successor corporation, which assumption shall be binding on all participants), (ii) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (iii) the sale of all or substantially all of the assets of the Company, or (iv) the acquisition, sale, or transfer of more than fifty percent (50%) of the outstanding shares of the Company by tender offer or similar transaction, the Plan shall continue with regard to Offering Periods that commenced prior to the closing of the proposed transaction and shares shall be purchased based on the fair market value of the surviving corporation’s stock on each Purchase Date, unless otherwise provided by the Committee.

The Committee may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per Share covered by each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of its outstanding Shares, or in the event of the Company being consolidated with or merged into any other corporation.

17.

Nonassignability.

Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Sections 25 or 26 below) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect.

18. Reports.

Individual accounts shall be maintained for each participant in this Plan. Each participant shall receive, as soon as practicable after the end of each Purchase Period, a report of his or her account setting forth the total payroll deductions accumulated, the number of shares purchased, the per share price thereof and the remaining cash balance, if any, carried forward to the next Purchase Period or Offering Period, as the case may be.

19.

Notice of Disposition.

Each participant shall notify the Company in writing if the participant disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within the Notice Period. The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing shares acquired pursuant to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the shares. The obligation of the participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates.

20.

No Rights to Continued Employment.

An employee’s employment with the Company or a Subsidiary is not for any specified term and may be terminated by such employee or by the Company or a Subsidiary at any time, for any reason, with or without cause. Nothing in this Plan shall confer upon any employee any right to continue in the employ of, or affiliation with, the Company or a Subsidiary nor constitute any promise or commitment by the Company or a Subsidiary regarding future positions, future work assignments, future compensation or any other term or condition of employment or affiliation.

21.

Equal Rights and Privileges.

All eligible employees shall have equal rights and privileges with respect to this Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations (the “ Section 423 Plan ”), except for differences that may be mandated by local law and that are consistent with Code Section 423(b)(5); provided, however, that participants participating in the Non-423 Plan Component by means of rules, procedures or sub-plans adopted pursuant to Section 22 need not have the same rights and privileges as participants participating in the Section 423 Plan.

22.

Additional Provisions to Comply with Local Law.

The Committee may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable laws of state and local domestic United States and non-United States jurisdictions. The Committee shall establish such sub-plans by adopting supplements to this Plan containing such additional terms and conditions not otherwise inconsistent with the Plan as the Committee shall deem necessary or desirable. To the extent inconsistent with the requirements of Code Section 423, such sub-plans and/or supplements shall be considered part of the Non-423 Plan Component, and the options granted thereunder shall not be considered to comply with Code Section 423. All supplements adopted by the Committee shall be deemed to be part of the Plan and the Company shall not be required to provide copies of any supplement to participants in any jurisdiction that is not the subject of such supplement.

23.

Notices.

All notices or other communications by a participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

24.

Term; Stockholder Approval.

After this Plan is adopted by the Board, this Plan shall become effective on the date on which the First Offering Period begins, subject to the consummation of the spin-off of the Company from SAIC, Inc. (to be known as Leidos Holdings, Inc. following such spin-off). This Plan shall be approved by the stockholders of the Company, in any manner permitted by applicable corporate law, within twelve (12) months before or after the date this Plan is adopted by the Board. No purchase of shares pursuant to this Plan shall occur prior to such stockholder approval. This Plan shall continue until the earlier to occur of (a) termination of this Plan by the Board (which termination may be effected by the Board at any time), (b) issuance of all of the Shares available for issuance under this Plan, or (c) ten (10) years from the approval of this Plan by the stockholders.

25.

Death of a Non-United States Participant.

In the event a non-United States participant dies with accumulated payroll deductions having been accumulated to purchase shares at the next Purchase Date, such amounts shall be paid to the estate of the participant.

26.

Designation of Beneficiary.

(a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant’s account under this Plan in the event of such participant’s death subsequent to the end of an Purchase Period but prior to delivery to him of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s account under this Plan in the event of such participant’s death prior to a Purchase Date.

(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under this Plan who is living at the time of such participant’s death, the Company shall deliver such shares or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

27.

Conditions Upon Issuance of Shares; Limitation on Sale of Shares.

Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

28.

Applicable Law.

The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware.

29.

Amendment or Termination.

The Board may at any time amend or terminate this Plan, except that any such termination cannot affect options previously granted under this Plan, nor may any amendment make any change in an option previously granted which would adversely affect the right of any participant, nor may any amendment be made without approval of the stockholders of the Company obtained in accordance with Section 24 above within twelve (12) months of the adoption of such amendment (or earlier if required by Section 24) if such amendment would:

(a) increase the number of shares that may be issued under this Plan; or

(b) change the designation of the employees (or class of employees) eligible for participation in this Plan.

Notwithstanding the foregoing, the Board may make such amendments to the Plan as the Board determines to be advisable, including changes with respect to current Offering Periods or Purchase Periods, if the continuation of the Plan or any Offering Period would result in financial accounting treatment for the Plan that is different from the financial accounting treatment in effect on the date this Plan is adopted by the Board.


SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

By:		/s/ Lucy K. Moffitt
		Lucy K. Moffitt Vice President & Director of Retirement Programs

[Signature Page to Science Applications International Corporation 2013 Employee Stock Purchase Plan]

Exhibit 4.8

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

401(k) EXCESS DEFERRAL PLAN

Effective September 27, 2013

TABLE OF CONTENTS


			Page

ARTICLE I TITLE AND DEFINITIONS				1

	1.1.	Title and History		1

	1.2.	Definitions		1

ARTICLE II PARTICIPATION				6

	2.1.	Participation		6

ARTICLE III DEFERRAL ELECTIONS				7

	3.1.	Deferral Elections		7

	3.2.	Coordination with 401(k) Plan Election		9

ARTICLE IV ACCOUNTS				9

	4.1.	Deferral Account		9

	4.2.	Matching Account		10

	4.3.	Investment of Accounts		10

ARTICLE V VESTING				11

	5.1.	Vesting		11

ARTICLE VI DISTRIBUTIONS				12

	6.1.	Distribution of Accounts		12

	6.2.	Inability to Locate Participant		14

	6.3.	Unforeseeable Emergencies		14

	6.4.	Distributions on Death		16

	6.5.	Change in Control		16

	6.6.	Incapacity		16

	6.7.	Construction		17

ARTICLE VII CLAIMS PROCEDURE AND ARBITRATION				17

	7.1.	Claims Procedure and Arbitration		17

ARTICLE VIII ADMINISTRATION				18

	8.1.	Committee		18

	8.2.	Committee Action		19

	8.3.	Powers and Duties of the Committee		19

	8.4.	Interpretation of Plan		20

	8.5.	Plan Construction		21

	8.6.	Information		21


	8.7.	Compensation, Expenses and Indemnity	21

ARTICLE IX MISCELLANEOUS			22

	9.1.	Unsecured General Creditor	22

	9.2.	No Employment Contract	22

	9.3.	Restriction Against Assignment	23

	9.4.	Withholding	23

	9.5.	Amendment, Modification, Suspension or Termination	23

	9.6.	Governing Law	24

	9.7.	Receipt or Release	24

	9.8.	Headings etc. Not Part of Agreement	25

	9.9.	Code Section 409A	25

ARTICLE I

TITLE AND DEFINITIONS

1.1. Title and History .

This Plan shall be known as the “Science Applications International Corporation 401(k) Excess Deferral Plan.”

All Participants and their Beneficiaries having an undistributed interest in the Leidos, Inc. Retirement Plan (previously known as the Science Applications International Corporation Retirement Plan) immediately prior to September 27, 2013 shall, on and after September 27, 2013, be entitled to benefits provided solely from this Plan, in lieu of any and all interest which they had or may have had under the Leidos, Inc. Retirement Plan, and the rules governing distribution of such interests under the Leidos, Inc. Retirement Plan as well as any outstanding deferral elections under the Leidos, Inc. Retirement Plan made by a Participant shall remain in effect except to the extent amended in accordance with the terms of this Plan. Without limiting the generality of the foregoing, Beneficiary designations under the Leidos, Inc. Retirement Plan shall continue to apply to the Accounts.

1.2. Definitions .

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

“Account” or “Accounts” shall mean a Participant’s Deferral Account and Matching Account. The Committee may establish such additional accounts or subaccounts as it deems necessary for the proper administration of the Plan. Accounts are established under the Plan for recordkeeping purposes only, and do not contain or represent actual assets.

“Annual 401(k) Matching Amount” shall mean the amount of the Company’s matching contribution credited to a Participant’s account in the 401(k) Plan for a Plan Year.

“Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, who have been designated by the Participant to receive the benefits specified hereunder in the event of the Participant’s death. The Participant shall make such designation on a form provided by the Committee or on such terms and conditions as the Committee may prescribe for a Beneficiary designation. No such Beneficiary designation shall become effective until it is filed with the Committee. Such Beneficiary designation shall thereafter remain in effect with respect to this Plan until a new Beneficiary designation is filed with the Committee pursuant to the terms hereof. A Participant may from time to time change his or her designated Beneficiary or Beneficiaries without the consent of such Beneficiary or Beneficiaries by filing a new designation in writing with the Committee. If the designated Beneficiary does not survive the Participant, or if there is no valid Beneficiary designation, amounts payable under the Plan shall be paid to the Participant’s spouse, or if there is no surviving spouse, then to the duly appointed and currently acting personal representative of the Participant’s estate. If there is no personal representative of the Participant’s estate duly appointed and acting in that capacity within sixty (60) days after the Participant’s death, then all payments due under the Plan shall be payable to the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder pursuant to the laws of intestate succession or other statutory provisions in effect at the Participant’s death in the state in which the Participant resided. In the event any amount is payable under this Plan to a minor, payment shall not be made to the minor, but instead shall be paid (i) to that person’s living parent(s) to act as custodian, (ii) if that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (iii) if no parent of that person is then living, to a custodian

selected by the Committee to hold the funds for the minor under the Uniform Transfers of Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within sixty (60) days after the date the amount becomes payable, payment shall be deposited or made with the court having jurisdiction over the estate of the minor.

“Board of Directors” or “Board” shall mean the Board of Directors of Science Applications International Corporation, or its parent corporation.

“Change in Control” of the Company shall mean the following for purposes of this Plan and shall be deemed to occur if any “person,” (as defined in Section 3(a)(9) of the Exchange Act), other than the Company, any subsidiary or any employee benefit plan or trust maintained by the Company or subsidiary becoming the beneficial owners (as defined in Rule 13d-3 under the Exchange Act), directly to indirectly, of more than thirty-five percent (35%) of the common stock of the Company outstanding at such time, without the prior approval of the Board. For purposes of the foregoing, a subsidiary is any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, other than the last corporation in such chain, owns at least fifty percent (50%) of the total voting power in one of the other corporations in such chain. The above definition of Change in Control shall be applied in accordance with Code Section 409A.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the committee composed of such members as shall be appointed from time to time by the Board to administer the Plan.

“Company” shall mean Science Applications International Corporation (or its parent corporation). In addition, unless the context indicates otherwise, as used in this Plan the term Company shall also mean and include any direct or indirect subsidiary of the Company which has been approved by the Board for participation in this Plan by its employees. Upon and after a Change in Control, Company shall include any successor to Science Applications International Corporation or its parent corporation or a substantial portion of their assets.

“Deferral Account” shall mean the bookkeeping account maintained by the Company on behalf of a Participant who elects to defer his or her Salary in cash under this Plan pursuant to Section 3.1.

“Eligible Employee” shall mean a highly compensated employee of the Company who has been selected by the Board to participate in this Plan. The Board shall limit Eligible Employee status to a select group of management or highly compensated employees, as set forth in Sections 201, 301 and 401 of ERISA. The Board may make its determination of Eligible Employees by establishing eligibility criteria such as title or compensation level.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“401(k) Plan” means the Science Applications International Corporation Retirement Plan as it may be amended from time to time.

“Investment Funds” shall mean the deemed investments established by the Committee under Section 4.3 for the purpose of determining the investment gains and losses to be credited to Accounts.

“Matching Account” shall mean the bookkeeping account maintained by the Company on behalf of each Participant pursuant to Section 4.2 to reflect the Participant’s interest in the Plan attributable to the Company’s matching credits.

“Participant” shall mean any Eligible Employee who elects to defer a portion of his or her Salary in accordance with Section 3.1 and who satisfies the participation requirements of Article II.

“Plan” shall mean the Science Applications International Corporation 401(k) Excess Deferral Plan set forth herein, as it may be amended from time to time. This Plan constitutes an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as set forth in Sections 201, 301 and 401 of ERISA.

“Plan Year” shall mean each twelve (12) consecutive month period beginning on January 1.

“Salary” shall mean the amount of compensation paid as salary by the Company during a calendar year by reason of services performed by a Participant reflected as “wages, tips, other compensation” on the Participant’s Form(s) W-2 for such year;

(i) plus elective deferrals under Code Section 402(g)(3), catch-up contributions under Code Section 414(v), and amounts contributed under Code Sections 125 and 132(f) by the Company at the Participant’s election that are not included in the Participant’s gross income (but only to the extent such deferrals and contributions were made by reducing salary otherwise payable to the Participant); plus

(ii) Any compensation paid as salary which, but for Code Section 3401(a)(8)(A) (dealing with the Code Section 911 exclusion and income subject to foreign withholding) would be required to be reflected as “wages, tips, other compensation” on the Participant’s Form(s) W-2; less

(iii) Any compensation paid by reason of services performed during any period in which an employee is not a Participant; overtime pay (which shall be deemed to include base pay and premium pay for time worked in excess of a normal day or week); bonuses; commissions; and amounts reflecting reimbursed expenses or fringe benefits (including any amount relating to the grant or exercise of stock options, disposition of shares through exercise of options, payment of dividends on non-vested stock, payments representing dividends or dividend equivalents on stock units or stock rights, and any distributions from a plan of deferred compensation) which have been included as “wages, tips, compensation” on the Participant’s Form(s) W-2.

“Separation from Service” means, the death, retirement or termination of the Eligible Employee’s employment with the Company, whether voluntarily or involuntarily. This definition of Separation from Service shall be interpreted and construed in a manner intended to comply with Code Section 409A and Treasury Regulation Section 1.409A-1(h).

“Trust” shall mean a grantor trust established and funded by the Company for the purpose of satisfying some or all of the Company’s obligations under the Plan.

“Trustee” shall mean the trustee of the Trust.

ARTICLE II

PARTICIPATION

2.1. Participation .

Elective deferrals under this Plan are voluntary. Only Eligible Employees may participate in this Plan. An Eligible Employee shall become a Participant in this Plan by electing

to defer a portion of his or her Salary in accordance with Article III. Notwithstanding anything else contained herein to the contrary, an Eligible Employee shall be permitted to defer a portion of his or her Salary to this Plan during a particular Plan Year only after the Eligible Employee is prohibited from making any additional elective deferrals to the 401(k) Plan during such Plan Year because the elective deferrals (a) would exceed the amount specified in Code Section 402(g), (b) would cause the 401(k) Plan to fail to satisfy the limitation of Code Section 401(k)(3), or would increase the margin by which the 401(k) Plan fails to satisfy the limitation of Code Section 401(k)(3), or (c) would otherwise exceed the maximum elective deferrals permitted under the terms of the 401(k) Plan.

An Eligible Employee who is eligible to make catch-up contributions (as described in Code Section 414(v)) under the 401(k) Plan shall be permitted to defer compensation under this Plan for a Plan Year only if the Eligible Employee satisfies the requirements of this Article II and has made all such catch-up contributions under the 401(k) Plan for such Plan Year.

ARTICLE III

DEFERRAL ELECTIONS

3.1. Deferral Elections .

(a) Salary Deferral Elections . The Committee shall notify each Eligible Employee of his or her eligibility to participate in the Plan. An Eligible Employee’s elections to participate may be made by electronic means in accordance with rules and procedures established by the Committee.

(b) No Bonus Deferrals . Notwithstanding any other provision herein, no Eligible Employee shall be permitted to defer any bonus under this Plan.

(c) Timing of Deferral Election . To participate through the deferral of Salary for any Plan Year, an Eligible Employee must file an election in accordance with procedures established by the Committee no later than the date in the preceding Plan Year determined by the Committee. Such date shall precede the first day of the Plan Year during which the deferral election shall be effective for the deferral of Salary.

(d) Newly Hired Employee . An Eligible Employee whose employment with the Company commences during a Plan Year shall not be permitted to participate until the first day of the following Plan Year.

(e) Method of Deferral . Each deferral election shall specify the portion of the Eligible Employee’s Salary that he or she elects to defer. An election to defer Salary for a Plan Year shall apply to all Salary earned during each pay period that ends during such Plan Year.

(f) Amount of Deferrals . The amount of Salary that an Eligible Employee may elect to defer is any percentage (in one percent (1%) increments) up to twenty percent (20%); provided, however, that no election shall be effective to reduce the Salary payable to an Eligible Employee for a calendar year to an amount which is less than the amount that the Company is required to withhold from such Eligible Employee’s Salary for such calendar year for purposes of federal, state and local (if any) income tax, employment tax (including without limitation Federal Insurance Contributions Act (FICA) tax), and other tax withholdings. Deferral of the percentage of Salary elected by the Eligible Employee shall commence with the pay period following the pay period in which the Eligible Employee’s elective deferrals under the 401(k) Plan for the Plan Year reach the limit on elective deferrals under Code Section 402(g) (increased, if applicable, by the limit on catch-up contributions under Code Section 414(v)).

(g) Duration of Deferral Election . Any deferral election made under paragraphs (c) or (d) shall remain in effect and, except as provided in Subsection 3.1(h), be irrevocable, notwithstanding any change in the Participant’s Salary, for the entire Plan Year for which it is effective. A new deferral election must be made for each subsequent Plan Year prior to the commencement of such subsequent Plan Year.

(h) Emergency Cessation of Deferrals . Notwithstanding anything else contained herein to the contrary, a Participant may discontinue his or her Salary deferrals under the Plan at any time if the Committee determines that the Participant has an Unforeseeable Emergency as defined in Section 6.3(b), or a hardship distribution from the 401(k) Plan pursuant to Treasury Regulation 1.401(k)-1(d)(3). Such discontinuance of deferrals will remain in effect for the remainder of the current Plan Year.

3.2. Coordination with 401(k) Plan Election .

Participants shall make separate elections of the percentage deferrals under this Plan and the 401(k) Plan.

ARTICLE IV

ACCOUNTS

4.1. Deferral Account .

The Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Notwithstanding anything else contained herein to the contrary, the Committee and the administrator of the 401(k) Plan shall have full power and authority to determine whether amounts of the Participant’s Salary that the Participant elected to be deferred to the 401(k) Plan for a Plan Year will instead be deferred under this Plan or not deferred under either this Plan or the 401(k) Plan.

Subject to the requirements of Article II, as soon as administratively practical after submission of each pay period report, the Plan’s recordkeeper shall credit the Participant’s Deferral Account with an amount equal to the portion of Salary deferred by the Participant during the pay period in accordance with the Participant’s election under Sections 3.1 and 3.2; that is, the portion of the Participant’s Salary that the Participant has elected to be deferred and has been determined by the Committee to be deferred under his or her Deferral Account.

4.2. Matching Account .

The Committee shall establish and maintain a Matching Account for each Participant who receives a matching credit under the Plan. Subject to the requirements of Article II, as soon as administratively practical after submission of the final pay period report for each Plan Year, for any Participant who continues to be an employee of the Company on the last business day of the Plan Year, the Plan’s recordkeeper shall credit a Participant’s Matching Account with an amount, if any, equal to the difference between his or her actual Annual 401(k) Matching Amount and the amount the Annual 401(k) Matching Amount would have been had Participant not deferred his or her Salary under this Plan for the Plan Year.

4.3. Investment of Accounts .

(a) Separate Investment Funds shall be established under this Plan. The Committee may, in its discretion, terminate any Investment Fund. The Committee shall determine the number of Investment Funds, and the Committee or its delegate shall determine the investments to be made under the Investment Funds.

(b) Pursuant to rules established by the Committee, each Participant shall have the right and obligation to designate in which of the Investment Funds his or her Accounts will be deemed to be invested for purposes of determining the investment gain (or loss) to be

credited to his or her Accounts. Pursuant to rules established by the Committee, a Participant may change the designation made under this Section 4.3 and/or transfer an amount deemed to be invested in one Investment Fund to another Investment Fund by filing an election with the Committee, on a form and in a manner prescribed by the Committee, prior to any deadline that may be established by the Committee. If a Participant does not make an election with respect to the investment of his or her Account, the Participant shall be deemed to have elected a default Investment Fund determined by the Committee. The Committee may establish other rules, regulations and procedures regarding the Investment Funds as it deems appropriate in its sole discretion.

(c) Investment Funds are designated only for the purpose of determining the investment gains and losses to be credited on Participants’ Accounts. Neither the Company nor the Trust is required to make actual investments corresponding to such Investment Funds.

ARTICLE V

VESTING

5.1. Vesting .

(a) Deferral Account. A Participant’s Deferral Account shall be one hundred percent (100%) vested at all times.

(b) Matching Account. The Participant’s Matching Account shall vest as follows:


Years of Service	Vested Interest
Less than one year		0	%
One year but less than two years		20	%
Two years but less than three years		40	%
Three years but less than four years		60	%
Four years but less than five years		80	%
Five years or more		100	%

A “Year of Service” is any calendar year in which a Participant completes at least eight hundred fifty (850) hours of service for the Company and continues to be an employee of the Company on the last business day of the Plan Year, including service in years prior to the establishment of this Plan.

Notwithstanding the above schedule, a Participant’s Matching Account shall become one hundred percent (100%) vested if, during a Participant’s period of employment with the Company (including periods while on an approved leave of absence, or, in the case of the Participant’s death while performing ‘qualified military service’ as defined in Code Section 414(u)), there is a Change in Control, the Participant dies, is Disabled (as determined under the 401(k) Plan), reaches age 59 ¹ ⁄ ₂ or is judicially declared to be incompetent. Any amount not vested upon a Participant’s Separation from Service is immediately forfeited.

ARTICLE VI

DISTRIBUTIONS

6.1. Distribution of Accounts .

(a) Time of Distribution . Distribution of a Participant’s Accounts under the Plan shall be made (or if installments are paid under § 6.1(b)(ii), shall commence to be made) within ninety (90) days following his or her Separation from Service or as soon as administratively feasible thereafter. Notwithstanding the foregoing, if any stock of the Company is publicly traded on an established securities market, the distribution to any Participant who is a “specified employee” under Code Section 409A(a)(1)(B)(i) shall not be made (or commence to be made in the case of installment payments) before the earlier of (i) the date which is six (6) months after such Participant’s Separation from Service or (ii) the date of the Participant’s death.

For any twelve (12) month period commencing April 1 and ending March 31, an Eligible Employee is a “specified employee” if the Eligible Employee was a “key employee” at any time during the calendar year ending before such April 1. A key employee is defined in Code Section 416(i) without regard to Code Section 416(i)(5).

(b) Manner of Distribution . The amount to be paid to the Participant shall be the entire vested amount credited to the Participant’s Accounts.

(i) Amounts shall be paid in cash in a lump sum and valued as of the date the amount of the distribution is determined.

(ii) Notwithstanding Section 6.1(b)(i) above, if elected by the Participant prior to his or her participation in the Plan, the Participant shall receive his or her payment in the form of annual installments, over a period not to exceed ten (10) years. If a Participant dies during the payout period, any amounts remaining in the Participant’s Accounts shall be paid in a lump sum as soon as administratively practical to the Participant’s Beneficiary.

(iii) Except as set forth in this Section, a Participant’s election of form of distribution shall be irrevocable. Each of the forms of distribution set forth in Sections 6.1(b)(i) and (ii) shall be considered a single payment for purposes of Code Section 409A. Accordingly, Participants shall be allowed to make a new form of distribution election, provided that the following requirements are satisfied:

(b) The commencement date of the first payment to the Participant shall be five (5) years following the date the payment would have commenced absent the change in the Participant’s election; and

Any attempt to change a payout election that does not satisfy these requirements shall be void.

6.2. Inability to Locate Participant .

In the event that the Committee is unable to locate a Participant or Beneficiary within two (2) years following the date the Participant was to commence receiving payment or delivery pursuant to Section 6.1 the entire amount allocated to the Participant’s Accounts shall be forfeited. Furthermore, if any benefit payment (by check or other form of payment) to a Participant or Beneficiary remains uncashed or unclaimed for two (2) years following its delivery to the last known address of the Participant or Beneficiary, the amount of such benefit payment shall be forfeited. Any forfeited amount shall immediately become the property of the Company. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings, from the date of the forfeiture. The distribution of such benefits shall thereafter be made in the manner determined by the Committee.

6.3. Unforeseeable Emergencies .

(a) General . A Participant (or former Participant or Beneficiary) may request a distribution from the vested portion of his or her Account for an Unforeseeable Emergency without penalty. Such distribution for an Unforeseeable Emergency shall be subject to approval by the Committee and may be made only to the extent reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution). A distribution for an Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved (1) through reimbursement or compensation by insurance or otherwise, (2) by liquidation of the Participant’s (or Beneficiary’s) assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (3) by cessation of deferrals under this Plan. The Committee may require that the Participant (or Beneficiary) provide a written representation that any such distribution satisfies the requirements set forth in this Section 6.3(a).

(b) Definition of Unforeseeable Emergency . An “Unforeseeable Emergency” with respect to a Participant shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152, without regard to Code Section 152(b)(l), (b)(2) and (d)(1)(B)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case and in all events must constitute an “unforeseeable emergency” within the meaning of Code Section 409A. The purchase of a home and the payment of college tuition would typically not be considered to be Unforeseeable Emergencies.

(c) Administrative Provisions for Withdrawals . Distributions under this Section 6.3 shall first be made from the Deferral Account and after it is exhausted, from the vested portion of the Matching Account. Such distributions will be made as soon as administratively practical following the Participant’s submission of a completed withdrawal form.

6.4. Distributions on Death .

In the event of the death of a Participant, the Participant’s Accounts shall be paid to the Participant’s Beneficiary in a lump sum as soon as administratively practical following the Participant’s death.

6.5. Change in Control .

Upon a Change in Control at the Company, all Accounts shall be distributed as soon as administratively practical after the Change in Control. Following a Change in Control, no amendment or termination of the Plan shall adversely affect any benefits earned by Participants prior to the amendment or termination.

6.6. Incapacity .

If the Committee shall find that any person to whom any payment is payable under this Plan is unable to care for his or her affairs because of illness or accident, a payment due (unless a prior claim therefore shall have been made by a duly appointed guardian or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any custodian, conservator or other fiduciary responsible for the management and control of such person’s financial affairs in such manner and proportions as the Committee may determine. Any such payment shall, to the extent thereof, discharge of the liabilities of the Company to the Participant or Beneficiary under this Plan.

6.7. Construction .

For purposes of this Article VI, a payment shall be considered to have been made “as soon as administratively practical after” a particular date only if it is made within ninety (90) days after that date.

ARTICLE VII

CLAIMS PROCEDURE AND ARBITRATION

7.1. Claims Procedure and Arbitration .

(a) The Committee shall establish procedures for action upon claims initially made and the communication of a decision to the claimant promptly and, in any event, not later than sixty (60) days after the date of the claim; the claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within such sixty (60) day period. Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant (1) the specific reason or reasons for the denial, (2) specific reference to any provisions of this Plan on which denial is based, (3) description of any additional material or information necessary for the claimant to perfect his claim with an explanation of why such material or information is necessary, and (4) an explanation of the procedure for further reviewing the denial of the claim under the Plan. The Committee shall establish a procedure for review of claim denials, such review to be undertaken by the Committee. The review given after denial of any claim shall be a full and fair review with the claimant or his duly authorized representative having one hundred eighty (180) days after receipt of denial of his claim to request such review, having the right to review all pertinent documents and the right to submit issues and comments in writing. The Committee shall establish a procedure for issuance of a decision by the Committee not later than sixty (60) days after receipt of a request for review

from a claimant unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible but not later than one hundred twenty (120) days after receipt of the claimant’s request for review. The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of this Plan on which the decision is based.

(b) Any person disputing a decision of the Committee shall submit such dispute to binding arbitration pursuant to the rules of the American Arbitration Association, to be held in Fairfax County, Commonwealth of Virginia. In any arbitration with respect to a decision or action of the Committee taken before a Change in Control, the losing party in such arbitration proceedings shall bear the costs of arbitration, and each party shall bear its own attorneys’ fees. In any arbitration with respect to a decision or action of the Committee taken after a Change in Control, the Company shall bear the costs of arbitration (other than attorneys’ fees), and the arbitrator may make an award of attorneys’ fees; any such award shall be made according to the then-prevailing standards for judicial awards of attorneys’ fees applicable to civil actions brought under the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE VIII

ADMINISTRATION

8.1. Committee .

The Committee shall be appointed by, and serve at the pleasure of, the Board of Directors.

8.2. Committee Action .

The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The chairman of the Committee (the “Chairman”) or any other member or members of the Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee.

8.3. Powers and Duties of the Committee .

Subject to Section 8.4, the Committee, on behalf of the Participants and their Beneficiaries, shall enforce this Plan in accordance with its terms, shall be charged with the general administration of this Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

(a) Prior to a Change in Control, to construe and interpret the terms and provisions of the Plan; provided that upon and after a Change in Control, the Committee’s interpretation or construction (and any previous interpretation or construction of the Committee) shall be reviewed on a de novo basis;

(b) To compute and certify to the amount and kind of benefits payable or deliverable to Participants and their Beneficiaries;

(d) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(e) To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof;

(f) To appoint a plan administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of this Plan as the Committee may from time to time prescribe; and

(g) To direct the Trustee concerning the performance of various duties and responsibilities under the Trust.

8.4. Interpretation of Plan .

Prior to the occurrence of a Change in Control, the Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretation or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to this Plan. Notwithstanding the foregoing, after the occurrence of a Change in Control, no deference shall be given to the Committee’s construction or interpretation (or the Committee’s prior interpretation or construction) of the Plan and any such construction or interpretation shall be reviewed under a de novo standard of review.

In making any determination or in taking or not taking any action under this Plan, the Committee, or the Board, as the case may be, may obtain and may rely upon the advice of experts, including professional advisors to the Company. No Director, officer or agent of the Company shall be liable for any such action or determination taken or made or omitted in good faith.

8.5. Plan Construction .

It is the intent of the Company that a Participant’s deferrals of Salary and matching contributions under the Plan shall not be considered conditioned on the Participant’s participation in the 401(k) Plan in accordance with Treasury Regulation Section 1.401(k)- 1(e)(6)(iv), and this Plan shall be interpreted consistent with such intent.

8.6. Information .

To enable the Committee to perform its functions, the Company shall, upon request of the Committee, supply full and timely information to the Committee on all matters relating to the Salary of all Participants, their death, or other cause of termination, and such other pertinent facts as the Committee may require.

8.7. Compensation, Expenses and Indemnity .

(a) The Committee is authorized at the expense of the Company to employ such legal counsel and administrative services as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of this Plan shall be paid by the Company.

(b) To the extent permitted by applicable state law, the Company shall indemnify and save harmless the Committee and each member thereof, the Board of Directors and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to this Plan, other

than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

ARTICLE IX

MISCELLANEOUS

9.1. Unsecured General Creditor .

Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held under any trust (other than a grantor trust within the meaning of Code Section 671, et. seq.), or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. The Company’s obligation under this Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors.

9.2. No Employment Contract .

Nothing contained in this Plan (or in any other documents related to this Plan) shall confer upon any Eligible Employee or other Participant any right to continue in the employ or other service of the Company or constitute any contract or agreement of employment or other service, nor shall interfere in any way with the right of the Company to change such person’s compensation or other benefits or to terminate the employment of such person, with or without cause.

9.3. Restriction Against Assignment

The Company shall pay all amounts payable hereunder only to the person or persons designated by this Plan and not to any other person or corporation. No part of a Participant’s Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any distribution or payment from this Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Committee shall direct.

9.4. Withholding .

The Company shall satisfy any state or federal income or other tax withholding obligation arising upon distribution of a Participant’s Accounts. The Participant shall pay or provide for payment in cash of the amount of any taxes which the Company may be required to withhold with respect to the benefits hereunder. Without limiting the Company’s authority to satisfy the withholding obligation from other sources, the Company may satisfy any withholding requirements with respect to the Plan by withholding wages, salary or bonus amounts otherwise payable to Participants.

9.5. Amendment, Modification, Suspension or Termination .

The Committee may amend, modify or suspend this Plan in whole or in part, except that (i) no amendment, modification or suspension shall have any retroactive effect to reduce any

amounts allocated to Participants’ Accounts, and (ii) Section 4.3 may not be amended, modified or suspended so as to, with respect to any amounts credited to the Accounts as of the date of such amendment, reduce the amount of investment gains to be credited to Participants’ Accounts in accordance with Section 4.3. The Committee may terminate and liquidate this Plan and distribute all vested benefits hereunder in accordance with the requirements of Treasury Regulation 1.409A-3(j)(4)(ix)(A), (B) or (C) promulgated under Code Section 409A (or any similar successor provision), which regulation generally provides that a deferred compensation arrangement such as this Plan may be terminated within twelve (12) months following a dissolution or change in control of the Company or may be terminated if the Company also terminates all other similar deferred compensation arrangements and distributes all benefits under this Plan not less than twelve (12) months and not more than twenty-four (24) months following such termination. The Committee may, in its discretion, accelerate the vesting of any or all Participants’ Accounts under this Plan in connection with any such Plan termination and liquidation.

9.6. Governing Law .

Except to the extent preempted by ERISA or other applicable federal law, this Plan shall be construed, governed and administered in accordance with the laws of the State of Delaware without regard to principles of conflict of laws.

9.7. Receipt or Release .

Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment or delivery, to execute a receipt and release to such effect.

9.8. Headings etc. Not Part of Agreement .

Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

9.9. Code Section 409A .

To the extent that this Plan is subject to Code Section 409A, this Plan shall be construed and interpreted to the maximum extent reasonably possible to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. If any portion of a Participant’s Account balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determine that such Participant shall receive a distribution from this Plan in an amount equal to the lesser of (i) the portion of his or her Account balance required to be included in income as a result of the failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or (ii) the Participant’s unpaid vested Account balance.

This Science Applications International Corporation 401(k) Excess Deferral Plan is hereby adopted by Science Applications International Corporation effective September 27, 2013.


SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

By:		/s/ Brian Keenan
		Brian Keenan
		Executive Vice President Human Resources

[Signature Page to Science Applications International Corporation 401(k) Excess Deferral Plan]

Exhibit 4.9

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

RETIREMENT PLAN

Effective September 27, 2013

TABLE OF CONTENTS



			Page

ARTICLE I NAME, EFFECTIVE DATE AND PURPOSES				1

	1.1	Name and Effective Date		1

	1.2	Plan Purposes		2

ARTICLE II ELIGIBILITY AND PARTICIPATION				3

	2.1	Eligibility to Participate		3

	2.2	Commencement of Participation		3

ARTICLE III CONTRIBUTIONS				4

	3.1	Elective Deferrals		4

	3.2	Voluntary Contributions		7

	3.3	Company Matching Contributions		7

	3.4	Profit Sharing, ESOP and Certain Additional Company Contributions		10

	3.5	Other Provisions Regarding Company Contributions		12

	3.6	Rollover Contributions and In-Plan Roth Conversions		12

	3.7	Plan-to-Plan Transfers		13

	3.8	Investment of Accounts		13

	3.9	Valuation of Accounts		16

ARTICLE IV LIMITATION ON ANNUAL ADDITIONS				18

	4.1	Definitions		18

	4.2	Section 415 Limitation		18

	4.3	Annual Addition Limitations		18

	4.4	No Contractual Right to Excess Contributions		19

ARTICLE V VESTING				20

	5.1	Fully Vested Accounts		20

	5.2	Employer Matching Contributions, Profit Sharing Account and ESOP Account		20

	5.3	Alternate Payee Accounts		23

ARTICLE VI DISTRIBUTIONS				24

	6.1	Distribution Upon Termination of Employment		24

	6.2	Designation of Beneficiary; Distribution Upon Death or Disability		25

	6.3	In-Service Withdrawals		27

	6.4	Distribution of Survivor Annuity Subaccount		29

	6.5	Special Rules Relating to Distributions		31

	6.6	Direct Rollovers		34



ARTICLE VII TRUST FUND AND COMPANY CONTRIBUTIONS; VALUATION OF COMPANY STOCK CONTRIBUTED; COMPANY STOCK TRANSACTIONS WITH DISQUALIFIED PERSONS			37

	7.1	Trust Fund	37

	7.2	Permissible Types of Plan Investments	37

	7.3	Form of Company Contributions	37

	7.4	Valuation of Company Contributions in the Form of Company Stock	37

	7.5	Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund	37

	7.6	Company Stock Transactions with Disqualified Persons	38

ARTICLE VIII ACCOUNTING AND ALLOCATION PROCEDURES			39

	8.1	Allocation of Forfeitures	39

	8.2	Reinstatement of Forfeitures	39

	8.3	Allocation of Income or Loss on Unallocated Company Contributions; Company Contributions to Defray Plan Expenses	40

	8.4	Accounting Procedures	40

	8.5	Suspended Participants	41

	8.6	Accounting for Interest of an Alternate Payee	41

ARTICLE IX OPERATION AND ADMINISTRATION OF THE PLAN; VOTING AND OTHER RIGHTS OF COMPANY STOCK			42

	9.1	Members	42

	9.2	Committee Action	42

	9.3	Rights and Duties	42

	9.4	Compensation, Bonding, Indemnity and Liability	45

	9.5	Manner of Administration	46

	9.6	Duty of Care	47

	9.7	Reliance Upon Documents and Opinions	47

	9.8	Requirement of Proof	47

	9.9	Voting and Other Rights of Company Stock and Leidos Stock	47

	9.10	Plan Expenses	49

	9.11	Multiple Fiduciary Capacity	49

	9.12	Allocation of Fiduciary Responsibility	49

	9.13	Section 404(c) Provisions	50

ARTICLE X PLAN AMENDMENT AND TERMINATION			51

	10.1	Amendments	51



	10.2	Retroactive Amendments	51

	10.3	Discontinuance of Plan	51

	10.4	Failure to Contribute	52

	10.5	Merger or Consolidation	52

	10.6	Procedures on Termination	52

	10.7	Partial Termination	52

ARTICLE XI MISCELLANEOUS			54

	11.1	Contributions Not Recoverable	54

	11.2	Limitation on Participant’s Rights	54

	11.3	Receipt or Release	54

	11.4	Alienation	54

	11.5	Nonconforming Distributions Under Court Order	55

	11.6	Authorized Participant Loans	55

	11.7	Lapsed Benefits	57

	11.8	Addresses	58

	11.9	Notices and Communications	58

	11.10	Governing Law	58

	11.11	Interpretation	59

	11.12	Withholding For Taxes	59

	11.13	Limitation on Company, Committee and Trustee Liability	59

	11.14	Successors and Assigns	59

	11.15	Counterparts	59

	11.16	Top-Heavy Plan Requirements	59

	11.17	Rule 16b-3 Provisions	62

	11.18	Military Service	63

	11.19	Errors, Misstatements, and Payment of Interest	63

ARTICLE XII ESOP FEATURE			64

	12.1	ESOP Contributions	64

	12.2	Diversification Election	64

	12.3	Dividends on Allocated Shares	65

	12.4	Valuation of Stock	65

	12.5	Tender for Stock	65

	12.6	Voting of Stock	65

	12.7	Put Right	65

iii



ARTICLE XIII DEFINITIONS			68

	13.1	Definitions	68

ARTICLE XIV PUERTO RICO EMPLOYEES			84

	14.1	Modifications Applicable to Puerto Rico Participants	84

ARTICLE XV SPECIAL PROVISIONS RELATING TO THE SPIN-OFF OF THE PLAN FROM THE LEIDOS PLAN			89

	15.1	Spinoff.	89

	15.2	Transfer of Leidos Accounts.	89

	15.3	Eligibility to Participate.	89

	15.4	Vesting Service Credit.	89

	15.5	Eligibility for Employer Contributions.	89

	15.6	Outstanding Loans.	90

	15.7	Investment of Transferred Accounts.	90

	15.8	Fund Mapping.	90

APPENDIX

Affiliated Companies that have adopted the Science Applications International Corporation Retirement Plan/Plans Merged into the Science Applications International Corporation Retirement Plan

Science Applications International Corporation Retirement Plan

ARTICLE I

NAME, EFFECTIVE DATE AND PURPOSES

1.1 Name and Effective Date . Effective September 27, 2013, this Plan is hereby adopted by the Company for the benefit of its employees in connection with (1) the distribution of the stock of SAIC Gemini, Inc. to the stockholders of SAIC, Inc. on September 27, 2013 and the introduction of a Company Stock Fund to hold shares of SAIC Gemini, Inc. distributed to the Trust hereunder, (2) the change of the name of SAIC, Inc. to Leidos Holdings, Inc. (“Leidos Holdings”) and the change of the name of Science Applications International Corporation to Leidos, Inc. (“Leidos”), (3) the spin-off of Leidos Plan assets to this Plan and (4) the change of the name of the Science Applications International Retirement Plan to the Leidos Retirement Plan.

This Plan was created when Leidos caused the accounts (including any outstanding loan balances) in the Leidos Plan attributable to Employees who participate in this Plan as of September 27, 2013, and all of the assets in the Leidos Plan related thereto, to be transferred in-kind to this Plan, and effective as of the date of such transfer, the Company agrees to assume and to fully perform, pay, and discharge, all obligations of the Leidos Plan relating to the accounts of this Plan’s Beneficiaries. It is intended that the transfer of assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA, and the Plan is to be regarded as a spin-off plan from the Leidos Plan. Because this Plan includes assets and accounts from the Leidos Plan, which itself is the result of the mergers of historic plans sponsored or acquired by Leidos or a predecessor, the history of the Leidos Plan is recounted here, to the extent it pertains to the assets held in this Plan.

Leidos (previously named Science Applications International Corporation) adopted the Science Applications International Corporation Profit Sharing Retirement Plan on February 1, 1970 (the “PSRP”). Effective January 1, 1995, the PSRP was merged with the Science Applications International Corporation Profit Sharing Plan II, which was originally adopted as the SAIC COMSYSTEMS Division Money Accumulation Pension Plan on February 1, 1977 and was subsequently merged with the TSC Profit Sharing Retirement Plan effective January 1, 1992. The PSRP was amended and restated in its entirety most recently effective January 1, 2001 and has been amended subsequently in several respects.

Leidos adopted the Science Applications International Corporation Cash or Deferred Arrangement (the “CODA”) effective January 1, 1983. The CODA was amended and restated in its entirety most recently effective as of January 1, 2001 and has been subsequently amended in several respects.

Science Applications, Inc. established the Science Applications, Inc. Stock Bonus Retirement Plan effective February 1, 1973 (the “Predecessor Plan”). In connection with the reorganization between Science Applications, Inc. and Leidos effected October 1, 1981, Leidos adopted the Predecessor Plan and the name of Predecessor Plan was changed to the Science Applications International Corporation Stock Bonus Retirement Plan. The Predecessor Plan was amended and restated in its entirety effective as of January 1, 1985, and has been amended in several respects and has undergone restatements and amendments subsequent to that date, most recently effective as of January 1, 2001. The resulting plan was known as the Science Applications International Corporation Employee Stock Retirement Plan (the “ESRP”).

Effective as of November 28, 2003, the PSRP was merged with the CODA, and the merged plan was renamed the Science Applications International Corporation 401(k) Profit Sharing Plan. In addition, effective as of January 1, 2006, (i) the ESRP was merged with and into the Leidos Plan, and (ii) an additional component (“ESOP Feature”) was added to the Leidos Plan. In connection with such merger, the Plan was renamed the Science Applications International Corporation Retirement Plan and was restated in its entirety effective as of January 1, 2006, and again restated in its entirety effective as of January 1, 2008. This Plan was amended and restated in its entirety effective as of January 1, 2010 except as may otherwise be provided herein. The Roth Deferral feature was effective April 1, 2008 or as soon as administratively feasible thereafter.

The Plan reads as follows:

1.2 Plan Purposes . This Plan is designed to foster and expand employee ownership of Company Stock through a tax-qualified profit sharing plan for purposes of Sections 401(a) and 501(a) of the Code and provides a vehicle whereby Eligible Employees may save for retirement by electing to defer the receipt of some portion of their income and to have those amounts contributed to the Plan under a “cash or deferred arrangement” within the meaning of Section 401(k) of the Code. In addition, the ESOP Feature of the Plan consists of both a stock bonus plan and an employee stock ownership plan intended to qualify under Sections 401(a) and 4975(e)(7) of the Code, and is designed as such to invest primarily in Company Stock.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility to Participate .

(a) An Eligible Employee shall become eligible to participate in the Plan with respect to Elective Deferrals, Rollover Contributions and Company Matching Contributions upon his Employment Commencement Date.

(b) An Eligible Employee shall become eligible to participate in the Plan with respect to Profit Sharing Contribution and ESOP Contribution on the date on which the Eligible Employee completes a Year of Service, provided that the Eligible Employee is an Eligible Employee on such date.

2.2 Commencement of Participation .

(a) An Eligible Employee shall commence participation with respect to Elective Deferrals and Company Matching Contributions for the payroll period commencing as soon as administratively feasible following his Employment Commencement Date, and with respect to Rollover Contributions as soon as administratively feasible following his Employment Commencement Date.

(b) An Eligible Employee shall commence participation with respect to Profit Sharing Contribution and ESOP Contribution on the Entry Date coinciding with or next following the completion of the eligibility requirement set forth in Section 2.1(b).

(c) A Participant who incurs a Break in Service and is later reemployed as an Eligible Employee, and a Suspended Participant who again becomes an Eligible Employee, shall resume participation immediately upon becoming an Eligible Employee, with Elective Deferrals commencing for the payroll period commencing as soon as administratively feasible following the resumption of service as an Eligible Employee.

(d) In the event that service with a predecessor employer has been approved in accordance with subsection (a)(v) of the definition of Hours of Service, the commencement of participation for Eligible Employees for whom such service has been approved shall be the payroll period commencing as soon as administratively feasible following such approval or, if later, and only with respect to Profit Sharing Contribution and ESOP Contribution, the Entry Date following the completion of a Year of Service in accordance with Section 2.1(b) above.

ARTICLE III

CONTRIBUTIONS

3.1 Elective Deferrals .

(a) Election to Defer . Subject to the limitations of this Article III and Article IV, each Participant may elect to defer up to seventy-five percent (75%) of his Compensation on a pre-tax basis for a Plan Year, except that with respect to such portion of his Elective Deferrals that the Participant designates as Roth Deferrals, such contributions shall be treated by the Company as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made an Elective Deferral election. The deferred amount shall be contributed directly by the Company to the Trust Fund as Elective Deferrals and, if applicable, Catch-Up Contributions. For purposes of this Section 3.1, the Participant’s Compensation shall be determined prior to the reduction caused by the deferral made pursuant to this Section 3.1.

An eligible Participant who has elected to participate in the Excess Plan for a Plan Year must make his Elective Deferral election during the Plan Year immediately preceding the Plan Year in which such election is effective.

(b) Termination of, Change in Rate of, or Resumption of Elective Deferrals . A Participant’s Elective Deferrals election shall remain in effect, notwithstanding any change in Compensation until the Participant elects to change the election. A Participant may at any time submit a request to the Committee to terminate, alter the rate of, or resume his Elective Deferrals. An eligible Participant who has elected to participate in the Excess Plan for a Plan Year shall be permitted to change his or her election of Elective Deferrals or Catch-Up Contributions effective as of the first day of such Plan Year, and shall not be permitted to change, discontinue, or resume his or her election of Elective Deferrals or (if applicable) Catch-Up Contributions during that Plan Year; provided, however, that if such a Participant has a hardship withdrawal under Section 6.3 or has an unforeseeable emergency as defined in the Excess Plan, the Participant may elect, in a manner prescribed by the Committee, to completely discontinue all Elective Deferrals and Catch-Up Contributions (if applicable) beyond the six (6) month suspension required under Section 6.3(b)(ii)(5). Such a Participant may not resume contributions to the Plan for the remainder of the Plan Year.

(c) Contribution and Allocation of Elective Deferrals . The Company shall reduce the Participant’s Compensation in the amount of the Participant’s Elective Deferrals and shall make a contribution to the Trustee equal to such reduction as soon as practicable after such amounts are withheld from the Participant’s Compensation, but in any event within time prescribed under applicable regulations. Such contributions shall be allocated to Participants’ Plan Accounts, except to the extent that such contributions are designated as Roth Deferrals, in which case such contributions shall be allocated to Participants’ Roth Deferral Accounts.

(d) 402(g) Limit on Elective Deferrals .

(i) Elective Deferrals made on behalf of any Participant under this Plan and all other plans maintained by the Company or an Affiliated Company shall not exceed the limitation under Section 402(g)(1) of the Code for the taxable year of the Participant, as adjusted annually under Section 402(g)(4) of the Code.

(ii) In the event that the dollar limitation provided for in subsection (d)(i) is exceeded, such excess Elective Deferrals shall be treated, to the extent permissible, as Catch-Up Contributions pursuant to Section 414(v) of the Code. To the extent that the dollar limitation provided for in subsection (d)(i) is exceeded because the Participant made elective deferrals to a cash or deferred arrangement maintained by an unrelated employer during the same taxable year, the Participant shall be required to request that any excess elective deferrals be refunded from the cash or deferred arrangement maintained by the unrelated employer.

(e) Section 401(k) Limitations on Elective Deferrals .

(i) The Committee may estimate at such times as the Committee in its discretion determines, the extent, if any, to which the deferral of taxation on Elective Deferrals under Section 401(k) of the Code may not be available to any Participant or class of Participants. In accordance with any such estimate, the Committee may modify the limits in Section 3.1(a) or set initial or interim limits for Elective Deferrals relating to any Participant or class of Participants. These rules may include provisions authorizing the suspension or reduction of Elective Deferrals above a specified dollar amount or percentage of Compensation, or any other means adopted by the Committee.

(ii) For each Plan Year, an actual deferral percentage will be determined for each Employee meeting the requirements of Section 2.1. The actual deferred percentage shall equal the ratio of the total amount of Elective Deferrals, Qualified Matching Contributions and Additional Company Contributions made on behalf of or allocated to the Employee for the Plan Year divided by the Employee’s Compensation for the Plan Year. In the case of any Participant who is a Highly Compensated Employee and who is eligible to participate in one or more other defined contribution plans of the Company or an Affiliated Company containing a cash or deferred arrangement described in Section 401(k) of the Code, the actual deferral percentage shall be determined by treating this Plan and all such other plans (other than those which may not be aggregated under Treasury Regulations) as a single plan. With respect to Employees who have met the requirements of Section 2.1, and who have made no Elective Deferrals under the Plan, such actual deferral percentage will be zero.

(iii) The average of the actual deferral percentages for Highly Compensated Employees in the Plan Year (the “High Average”) when compared with the average of the actual deferral percentages for Non-Highly Compensated Employees in the applicable year (the “Low Average”) must meet one of the following requirements:

(1) The High Average is no greater than 1.25 times the Low Average; or

(2) The High Average is no greater than two times the Low Average, and the High Average is no greater than the Low Average plus two percentage points.

(3) The “applicable year” under the prior year testing method is the Plan Year immediately before the Plan Year being tested. The “applicable year” under the current year testing method is the Plan Year being tested. The Plan shall use the current year testing method for the 2013 testing year and subsequent years unless and until changed by the Committee to the prior year method consistent with procedures prescribed by the Internal Revenue Service pursuant to Code Sections 401(k)(3)(A) and 401(m)(2)(A).

(iv) If, at the end of the Plan Year, a Participant or class of Participants has excess Elective Deferrals, then the Committee may elect, at its discretion, to pursue either of the following courses of action or any combination thereof:

(1) Excess Elective Deferrals, and any earnings attributable thereto through the end of the Plan Year to which such excess Elective Deferrals relate (such earnings to be determined pursuant to applicable Treasury Regulations), may be distributed to Participant(s) no later than 12 months following the close of the Plan Year to which the excess Elective Deferrals relate. Any such excess Elective Deferrals distributed from the Plan with respect to a Participant for a Plan Year shall be reduced by any amount previously distributed to such Participant under Section 3.1(d) for the Participant’s taxable year ending with or within such Plan Year. The amount of any Participant’s excess Elective Deferrals is determined under subsection (e)(v).

(2) The Company, in its discretion, may make an Additional Company Contribution to the Plan, which will be allocated as of a date within the applicable year among the Accounts of Non-Highly Compensated Employees who have met the requirements of Section 2.1. Such contributions shall be considered ‘qualified non-elective contributions’ under applicable Treasury Regulations, and shall not exceed the product of each affected Non-Highly Compensated Employee’s Compensation and the greater of 5% or two times the Plan’s ‘representative contribution rate’ as defined in Treasury Regulations Section 1.401(k)-2(a)(6)(iv)(B). Alternatively, the Company, in its discretion, may make a Qualified Matching Contribution to the Plan, which will be allocated as of a date within the applicable year to Non-Highly Compensated Participants who made Elective Deferrals. Such contributions shall be considered ‘qualified matching contributions’ under applicable Treasury Regulations. In either case, contributions made under this subparagraph (2) shall be fully (100%) vested at all times and shall be subject to the withdrawal restrictions which are applicable to Elective Deferrals.

(v) Excess Elective Deferrals shall be determined by the Committee in accordance with this Section 3.1(e)(v). The Committee shall calculate a tentative reduction amount to the Elective Deferrals of the Highly Compensated Employee(s) with the highest actual deferral percentage equal to the amount which, if they were actually reduced, would enable the Plan to meet the limits in Section 3.1(e)(iii) or to cause the actual deferral percentage of such Highly Compensated Employee(s) to equal the actual deferral percentage of the Highly Compensated Employee(s) with the next-highest actual deferral percentage. The process shall be repeated until the limits in Section 3.1(e)(iii) above are satisfied. The aggregate amount of the tentative reduction amounts in the preceding sentence shall constitute “Refundable Contributions.” The entire aggregate amount of Refundable Contributions shall be refunded to Highly Compensated Employees. The amount to be refunded to each Highly Compensated Employee (which shall constitute his excess Elective Deferrals) shall be determined as follows:

(A) the Elective Deferrals of the Highly Compensated Employee(s) with the highest dollar amount of Elective Deferrals shall be refunded to the extent that there are Refundable Contributions or to the extent necessary to cause the dollar amount of Elective Deferrals of such Highly Compensated Employee(s) to equal the dollar amount of Elective Deferrals of the Highly Compensated Employee(s) with the next-highest Elective Deferrals, and (B) the process in the foregoing clause shall be repeated until the total amount of Elective Deferrals refunded equals the total amount of Refundable Contributions. The earnings attributable to excess Elective Deferrals will be determined in accordance with Treasury Regulations. The Committee will not be liable to any Participant (or his Beneficiary, if applicable) for any losses caused by inaccurately estimating or calculating the amount of any Participant’s excess Elective Deferrals and earnings attributable to Elective Deferrals.

(vi) In the event that the Committee determines that an amount to be deferred pursuant to the election provided in Section 3.1 would cause the Company Contributions under this and any other tax qualified retirement plan maintained by the Company or any Affiliated Company to exceed the applicable deduction limitations contained in Code Section 404, or to exceed the maximum Annual Addition determined in accordance with Article IV, the Committee may treat such amount in accordance with the rules set forth above in Section 3.1(e)(i) above.

(vii) In the discretion of the Committee, the tests described in this Section may be applied by aggregating the Plan with any other defined contribution plans permitted under the Code. For purposes of determining whether the Plan satisfies the requirements of this Section 3.1(e), all Elective Deferrals and elective contributions made under any other plan maintained by the Company which is aggregated with the Plan for purposes of Section 401(a) or 410(b) of the Code (other than Section 410(b)(2)(A)(ii)) are to be treated as made under a single plan. Furthermore, if two or more plans are permissively aggregated for purposes of the test described in this subsection (e), the aggregated plans must also satisfy Sections 401(a)(4) and 410(b) of the Code as though they were a single plan. If a Highly Compensated Employee participates in two or more cash or deferred arrangements of the Company or any Affiliated Company with different plan years, then all such cash or deferred arrangements shall be aggregated and the actual deferral percentage for each such Highly Compensated Employee shall be determined by taking into account all Elective Deferrals for the plan year being tested.

3.2 Voluntary Contributions . No Voluntary Contributions are permitted under the Plan. Voluntary Contributions made under the Leidos Retirement Plan and transferred to this Plan shall be maintained in a Voluntary Account as set forth herein.

3.3 Company Matching Contributions .

(a) Amount of Company Matching Contributions . Subject to the limitations of this Section 3.3 and Article IV, for each Plan Year the Company may, in its sole discretion, make a Company Matching Contribution. The amount, if any, of the Company Matching Contribution for each Fringe Rate Group shall be determined by the Company in its sole discretion. The amounts or percentages of Company Matching Contributions among Fringe Rate Groups may differ or may be zero. However, in no event shall the amount of a Company

Matching Contribution for any Plan Year result in the allocation to any Participant’s Account in excess of one hundred percent (100%) of that portion of such Participant’s Elective Deferrals which do not exceed six percent (6%) of such Participant’s Match Eligible Compensation for the applicable Plan Year. Thus, with respect to a Participant, the Company Matching Contribution shall not exceed six percent (6%) of such Participant’s Match Eligible Compensation. For avoidance of doubt, the Company shall not make Company Matching Contributions with respect to amounts treated as Catch-Up Contributions.

(b) Contribution and Allocation of Company Matching Contributions . The Company shall pay to the Trustee the Company Matching Contributions for any Plan Year no later than the due date for filing the federal income tax return (including extensions) of the Company for the taxable year with respect to which the contribution is made. The Company Matching Contributions with respect to each Fringe Rate Group for any Plan Year shall be allocated to the Company Matching Account maintained for the Participant on behalf of whom the contribution under Section 3.3(a) was made. For avoidance of doubt, the Company Matching Contribution for each Fringe Rate Group shall be separately allocated only to the Participants employed in the Fringe Rate Group for which such contribution was made. The Company may designate separate Fringe Rate Groups for purposes of determining the amount of Company Matching Contributions to be allocated to Participants. In addition, the Company may designate that Company Matching Contributions shall be allocated with respect to Elective Deferrals made while a Participant is an Employee of a designated Fringe Rate Group only if such Participant is employed by the Company or an Affiliated Company on the last working day of the Plan Year.

(i) The Committee may estimate, at such times as the Committee in its discretion determines, the extent, if any, to which Company Matching Contributions may not be available to any Participant or class of Participants as a result of the limitations of Code Section 401(m). In accordance with any such estimate, the Committee may modify the percentages in Section 3.3(a) or set initial or interim limits or percentages for Company Matching Contributions relating to any Participant or class of Participants. After determining the amount of excess Elective Deferrals, if any, under Section 3.1(e), the Committee shall determine the aggregate contribution percentage under (ii) below.

(ii) For each Plan Year, a contribution percentage will be determined for each Employee meeting the requirements of Section 2.1. The contribution percentage shall equal the ratio of the total amount of Company Matching Contributions made on behalf of or allocated to the Employee for the Plan Year divided by the Employee’s Compensation for the Plan Year. In the case of any Participant who is a Highly Compensated Employee and who is eligible to participate in one or more other defined contribution plans of the Company or an Affiliated Company to which Company Matching Contributions are made, the contribution percentage shall be determined by treating this Plan and such other plans (other than those which may not be aggregated under Treasury Regulations) as a single plan. With respect to Employees who have met the requirements of Section 2.1 and for whom there were no Company Matching Contributions under the Plan, such contribution percentage will be zero.

(iii) The average of the contribution percentages for Highly Compensated Employees in the Plan Year (the “High Average”) when compared with the average of the contribution percentages for Non-Highly Compensated Employees in the applicable Year (the “Low Average”) must meet one of the following requirements:

(1) The High Average is no greater than 1.25 times the Low Average; or

(2) The High Average is no greater than two times the Low Average, and the High Average is no greater than the Low Average plus two percentage points.

(iv) If, at the end of the Plan Year, a Participant or class of Participants has excess contributions, then the Committee may elect, at its discretion, to pursue any of the following courses of action or any combination thereof:

(1) Excess Company Matching Contributions (and any earnings attributable thereto through the end of the Plan Year) attributable to excess Elective Deferrals may be forfeited.

(2) Excess Company Matching Contributions (and any earnings attributable thereto through the end of the Plan Year) that are not vested may be forfeited.

(3) Excess Company Matching Contributions (and any earnings attributable thereto through the end of the Plan Year to which such excess Company Matching Contributions relate, such earnings to be determined under applicable Treasury Regulations) may be distributed to the Participant no later than 12 months after the close of the Plan Year. The Committee may distribute (or forfeit pursuant to subsection (c)(iv)(1) above) Company Matching Contributions attributable to excess Elective Deferrals prior to distributing any other Company Matching Contributions.

(4) Notwithstanding the foregoing, the conditions in this subsection (c)(iv)(4) must be met if there are Company Matching Contributions allocated to a Participant which are attributable to excess Elective Deferrals. In such case, such Company Matching Contributions shall not be allocated to the Account of any Participant who had excess Company Matching Contributions in such Plan Year. In addition, Company Matching Contributions remaining in the Plan allocated to the Participant after satisfying this Section 3.3(c) cannot exceed the amount which may be allocated under Section 3.1 when taking into account only those Elective Deferrals remaining in the Plan after satisfying Section 3.1(d), 3.1(e) and this Section 3.3(c). Any such excess Company Matching Contributions (and earnings attributable thereto) must be forfeited or distributed pursuant to subsections (c)(iv)(1), (c)(iv)(2) or (c)(iv)(3) immediately above.

(v) Excess Company Matching Contributions shall be determined by the Committee in accordance with this Section 3.3(c)(v). The Committee shall calculate a tentative reduction amount to the Company Matching Contributions made with respect to the Highly Compensated Employee(s) with the highest contribution percentage equal to the amount which, if they were actually reduced, would enable the Plan to meet the limits in Section 3.3(c)(iii) above or to cause the contribution percentage of such Highly Compensated Employee(s) to equal the actual contribution percentage of the Highly Compensated Employee(s) with the next-highest actual contribution percentage. The process shall be repeated until the limits in Section 3.3(c)(iii) above are satisfied. The aggregate amount of the tentative reduction amounts in the preceding sentence shall constitute “Refundable Matching Contributions.” The entire aggregate amount of Refundable Matching Contributions shall be refunded to Highly Compensated Employees. The amount to be refunded to each Highly Compensated Employee (which shall constitute his excess Company Matching Contributions) shall be determined as follows: (A) the Company Matching Contributions made with respect to the Highly Compensated Employee(s) with the highest dollar amount of aggregate Company Matching Contributions shall be refunded to the extent that there are Refundable Matching Contributions or to the extent necessary to cause the dollar amount of Company Matching Contributions of such Highly Compensated Employee(s) to equal the dollar amount of Company Matching Contributions made with respect to the Highly Compensated Employee(s) with the next-highest aggregate Company Matching Contributions, and (B) the process in the foregoing clause shall be repeated until the total amount of Company Matching Contributions refunded equals the total amount of Refundable Matching Contributions. The earnings attributable to excess Company Matching Contributions will be determined in accordance with Treasury Regulations. The Committee will not be liable to any Participant (or his Beneficiary, if applicable) for any losses caused by inaccurately estimating or calculating the amount of any Participant’s excess Company Matching Contributions and earnings attributable to such Company Matching Contributions.

(d) Forfeiture of Company Matching Contributions Attributable to Excess Deferrals . Company Matching Contributions attributable to Elective Deferrals that exceed the limits of Section 3.1(d) or Section 3.1(e) shall be forfeited and allocated as set forth in Section 8.1.

3.4 Profit Sharing, ESOP and Certain Additional Company Contributions .

(a) For each Plan Year the Company may, in its sole discretion, contribute to the Trust Fund an amount or amounts to be determined by the Board of Directors in its discretion as a Profit Sharing Contribution and/or an ESOP Contribution. The amount, if any, of the Profit Sharing Contribution and ESOP Contribution for each Fringe Rate Group, shall be determined by the Company in its sole discretion. Such discretion may result in different amounts or percentages (including zero) of Profit Sharing Contributions and/or ESOP Contributions among Fringe Rate Groups. The Company’s Profit Sharing Contribution and ESOP Contribution to the Trust Fund shall be made no later than the due date for filing the federal income tax return (including extensions) of the Company for the taxable year with respect to which the

contribution is made. Any Profit Sharing Contributions and ESOP Contributions shall be subject to the requirements and restrictions of this Section 3.4 and subject also to the right of the Company to amend or terminate this Plan or to suspend or discontinue Profit Sharing Contributions and ESOP Contributions to this Plan.

(b) All Profit Sharing Contributions and ESOP Contributions to the Trust Fund shall be held on an unallocated basis until allocated, as applicable, to Participants’ Profit Sharing Accounts and ESOP Accounts as provided under this Plan or otherwise used or applied in accordance with the provisions of this Plan. Pending such allocation, Profit Sharing Contributions and ESOP Contributions shall be invested as directed, or under rules prescribed by the Committee. All gains or losses on such investments shall be allocated as provided in Section 8.3 and may be used for the payment of Plan expenses.

(c) Profit Sharing Contributions and ESOP Contributions with respect to each Fringe Rate Group for any particular Plan Year (unadjusted for income, gain and loss, which shall be allocated separately pursuant to Section 8.3) shall be separately allocated only to the Participants (A) employed in the Fringe Rate Group for which such contribution was made, (B) who completed 850 or more Hours of Service during the Plan Year and (C) who either are employed by the Company or an Affiliated Company on the last working day of the Plan Year or whose employment terminated during the Plan Year as a result of death, retirement on or after the Normal Retirement Date, Disability or involuntary lay-off (other than for cause, as determined by the Committee in its sole discretion) (“ Eligible Participants ”). The Profit Sharing Contribution and ESOP Contributions for each Fringe Rate Group shall be allocated, as applicable to the Profit Sharing Account or ESOP Account of each Eligible Participant in that Fringe Rate Group in the ratio that each such Eligible Participant’s total Compensation for the Plan Year while a member of such Fringe Rate Group bears to all such Eligible Participants’ total Compensation for such Plan Year while members of such Fringe Rate Group.

(d)(1) The Company may, in its sole discretion, contribute to the Trust Fund an Additional Company Contribution to be allocated solely to certain Participants (as described in Section 3.4(d)(2)) who provide services on Company contracts that are subject to the McNamara-O’Hara Service Contract Act (the “SCA”). The amount or amounts of any such contribution shall be determined by the Board of Directors in its discretion, or if applicable, by authorized officers of the Company as appropriate to satisfy contractual obligations with respect to such Participants. Any such Additional Company Contributions shall be subject to the requirements and restrictions of this Section 3.4 and subject also to the right of the Company to amend or terminate this Plan or to suspend or discontinue such contributions to this Plan.

(2) Additional Company Contributions with respect to Participants who provide services on Company contracts that are subject to the SCA shall be separately allocated only to those Participants (A) for whom such contribution is made to satisfy an obligation under the SCA, and (B) who are Non-Highly Compensated Employees for the Plan Year for which such contribution is made (“Eligible SCA QNEC Participants”). The Additional Company Contributions for a group of Eligible SCA QNEC Participants shall be allocated to the Plan Account of each such Eligible SCA QNEC Participant based upon the terms of the applicable contract subject to the SCA.

3.5 Other Provisions Regarding Company Contributions .

(a) Expenses . The Company may, in its discretion, make contributions at any time to defray Plans expenses as provided in Section 8.3.

(b) Corrective Contributions . If an error has been made in calculating the amount of any required Company Contributions or because of any other error there was a mistake which resulted in the Company contributing the incorrect amount of contributions for a particular Plan Year or Plan Years, the Company may adjust the amount of its contributions to the extent necessary to correct its mistake. The Company may make these corrections prospectively or retrospectively in its discretion.

3.6 Rollover Contributions and In-Plan Roth Conversions .

(a) An Eligible Employee may transfer to the Trust Fund a Rollover Contribution pursuant to procedures approved by the Committee. The Committee shall develop such procedures and may require such information as it deems necessary or desirable to determine that the proposed transfer will meet the requirements of a Rollover Contribution. Upon approval by the Committee, the amount transferred shall be deposited in the Trust Fund and shall be credited to a Rollover Account. Such Account shall be one hundred percent (100%) vested in the Employee, shall be valued in accordance with Section 3.9, but shall not share in allocation of Company Matching Contributions, Qualified Matching Contributions, forfeitures, Profit Sharing Contributions or ESOP Contributions. Upon termination of employment, the total amount of the Rollover Account shall be treated as part of the Employee’s ‘Distributable Benefit’ under Section 6.5 and distributed in accordance with Sections 6.1 through 6.4, as applicable. For avoidance of doubt, a Rollover Contribution shall not include the portion of any distribution that otherwise would not be includable in gross income. Notwithstanding the foregoing, the Plan may accept a Rollover Contribution to a Roth Deferral Account, provided that such Rollover Contribution is a ‘direct rollover’ (as defined in Section 6.6) from another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

(b) In-Plan Roth Conversions .

(i) To the extent permitted under this Section 3.6(b), a Participant described in this Section 3.6(b) may elect that the eligible portion of his or her Accounts be designated an In-Plan Roth Conversion to be maintained in the Participant’s In-Plan Roth Conversion Account. Any such election shall be irrevocable. The Committee may establish rules and procedures governing elections under this Section 3.6(b), including but not limited to the frequency of elections, required forms and deadlines. Such Account shall be one hundred percent (100%) vested in the Participant, shall be valued in accordance with Section 3.9, but shall not share in allocation of Company Matching Contributions, Qualified Matching Contributions, forfeitures, Profit Sharing Contributions or ESOP Contributions. Upon termination of employment, the total amount of the In Plan Roth Conversion Account shall be treated as part of the Employee’s ‘Distributable Benefit’ under Section 6.5 and distributed in accordance with Sections 6.1 through 6.4, as applicable.

(ii) A Participant who has either (1) reached at least age 59-1/2 or (2) terminated employment with the Company, may elect that any portion of the following Accounts be designated as an In-Plan Roth Conversion, but only to the extent vested in such Accounts: Plan Account, Matching Contribution Account, Rollover Account, Profit Sharing Account, Voluntary Account, TRASOP Account, CODA Account and PSRP Profit Sharing Account.

(iii) A Participant who has not reached at least age 59-1/2, but who has completed at least 5 years of participation in the Plan, may elect that any portion of the following Accounts be designated as an In-Plan Roth Conversion, but only to the extent vested in such Accounts: Matching Contribution Account, Rollover Account, Profit Sharing Account, Voluntary Account, TRASOP Account and PSRP Profit Sharing Account.

(iv) A Participant who has neither reached age 59-1/2 nor completed at least 5 years of participation in the Plan may elect that any portion of his or her Rollover Account and Voluntary Account be designated as an In-Plan Roth Conversion.

(v) Spousal consent shall not be required in the case of an election by a Participant to designate any portion of his or her Survivor Annuity Subaccount as an In-Plan Roth Conversion, but the amount so converted shall remain subject to the rules set forth in Sections 401(a)(11) and 417 of the Code and Section 6.4 of the Plan applicable to Survivor Annuity Subaccounts.

3.7 Plan-to-Plan Transfers .

(a) In its sole discretion, the Committee may authorize the Plan to accept a transfer, from a plan qualified under Code Section 401(a), of a Participant’s account balance under such transferee plan. Any such transfer shall be allocated to a specified Account of the Participant as determined by the Committee. Information concerning certain such transfers are set forth in appendices to this Plan which are incorporated herein.

(b) To the extent required by Code Section 411(d)(6), an Account balance transferred pursuant to this Section 3.7 shall retain optional forms of benefit payments that were applicable to such Account balance prior to the transfer to the Plan.

3.8 Investment of Accounts .

(a) Investment Direction by Participants .

(i) All contributions to the Plan (whether Company Contributions, Voluntary Contributions, Rollover Contributions or plan-to-plan transfers) shall be invested as provided in this Section 3.8. Except as otherwise set forth in the Plan, the Committee shall establish rules setting forth the extent to which Participants may determine the manner in which their Accounts may be invested. Consistent with such rules, the Committee shall establish a choice of at least three investment alternatives from which each Participant may select in determining the manner in which the applicable portions of his Plan Account, Roth Deferral Account (if any), Profit Sharing Account (if any), Voluntary Contributions (if any), Matching Contribution Account (if any) and Rollover Account (if any) will be invested. The Committee shall prescribe procedures for investment of amounts allocated to an Alternate Payee Account.

(1) To the extent permitted herein, a Participant may direct that Company Contributions be invested all or in part in a Company Stock Fund within the Trust. No fiduciary (including but not limited to the Committee and the Trustees) shall have the authority or duty (x) to cause any Company Stock to be invested other than in Company Stock (except for cash held pending distribution to Participants, Beneficiaries, or Alternate Payees and to facilitate Participant-directed changes to investment alternatives) or (y) to remove the Company Stock Fund as an investment alternative under the Plan.

(2) The Committee may maintain separate subaccounts for the Company Stock Fund, including but not limited to the Closed Stock Subaccount and the Common Stock Subaccount.

(3) Transfers into the Closed Stock Subaccount shall not be permitted, and no contributions or rollovers shall be made or allocated to the Closed Stock Subaccount. Any transfers, contributions and Rollovers to the Company Stock Fund shall be made to the Common Stock Subaccount.

(4) All amounts held in the Company Stock Fund shall be subject to elections by Participants to transfer to another investment fund under the Plan.

(ii) The Plan is designed to provide benefits largely through the long-term investment of Participant Accounts. It is not designed to serve as a vehicle for speculative investment, such as short-swing securities trades. Plan fiduciaries shall execute Participant-directed investment transactions, fund transfers, distributions and related transactions within a reasonable period of time after receiving proper instructions to do so, but neither the Plan nor Plan fiduciaries guarantee how promptly execution will commence or be completed.

(iii) If the investment alternatives described above are established under the Plan, each Participant may elect to invest the assets of his Accounts in such alternatives at such time, in such manner, and subject to such restrictions as the Committee shall specify. No more than 50% of a Participant’s Elective Deferrals and Rollover Contributions may initially be invested in the Company Stock Fund.

(iv) Separate funds within the Trust Fund shall be established to reflect the available alternatives, and separate subaccounts shall be established for each investment alternative selected by a Participant, and each such subaccount shall be valued separately.

(v) The Committee, in its discretion, may permit Participants to transfer amounts from one investment alternative to one or more other investment alternatives. An election to transfer such amounts shall be made only at such time, in such manner, and subject to such restrictions as the Committee may specify. The Committee may provide that future contributions may be invested in a different investment alternative than amounts already accumulated in the Participant’s Account(s).

(vi) The Committee shall prescribe rules relating to the investment of the assets in the Accounts of a Participant who fails to make an effective election, for any reason whatsoever, as to how all or a portion of his Accounts shall be invested. Without limitation, such rules may provide for a “qualified default investment alternative,” as provided in Department of Labor Regulations under Section 404(c) of ERISA.

(vii) The Committee shall arrange for reports to be delivered or made available to Participants regarding the investment of their funds pursuant to their investment elections. Failure of a Participant to notify the Committee regarding implementation of his investment election (or change therein) within thirty (30) days following any such notice shall be deemed to be an election to have the Accounts invested in the manner shown on such report, even if the manner of investment is different from that specified in the Participant’s election form or investment instructions. If a Participant has not received a notice confirming his investment election (or change therein) and does not notify the Committee or its designated delegate within thirty (30) days of the date such election (or change) was to be effective, the Participant shall be deemed to have elected to have the Accounts invested in the manner in which they are in fact invested, even if that method differs from the Participant’s election form or investment instructions.

(b) Investment of Accounts of Participants Subject to Governmental Conflict of Interest Rules .

(i) If a Participant, by virtue of his spouse’s employment with the government or otherwise, is subject to governmental conflict of interest rules that would, in the opinion of the General Counsel of the Company, require the Participant to divest himself of ownership of Company Stock, then, notwithstanding other Plan provisions, no portion of a Participant’s Accounts may be invested in a Company Stock Fund and Company Contributions which would otherwise be directed to a Company Stock Fund within the Trust shall instead be invested from among the other Plan investment alternatives selected by the Participant.

(ii) The Committee may prescribe such procedures and rules as may be required or desirable to implement this Section 3.8(b).

(i) In General . Effective on the Effective Date, a new investment fund under the Plan shall be established which shall be called the Leidos Stock Fund. The establishment, maintenance and elimination of the Leidos Stock Fund shall be determined by the Company and the Board of Directors or its authorized delegee, exercising its prerogative as plan settlor, and neither the Committee nor any other fiduciary of the Plan shall have any discretion with regard to the establishment, continued inclusion or elimination of the Leidos Stock Fund, as required by the terms of the Plan. The Leidos Stock Fund shall be invested in Leidos Stock as well as cash and cash equivalents as determined by the Committee in its discretion. The Leidos Stock Fund shall have established within it a Common Stock Subaccount and a Closed Stock Subaccount.

(ii) Subaccounts . Shares of Leidos Stock formerly held in the common stock subaccount of the company stock fund in the Leidos Plan shall be allocated to the Common Stock Subaccount of the Leidos Stock Fund of this Plan, and shares of Leidos Stock formerly held in the closed stock subaccount of the company stock fund of the Leidos Plan shall be allocated to the Closed Stock Subaccount of the Leidos Stock Fund of this Plan.

(iii) Investment Limitations . Following the Effective Date, no additional amounts may be allocated to the Leidos Stock Fund, and any amounts transferred from the Leidos Stock Fund may not be returned to the Leidos Stock Fund at any time.

(iv) Fund Transfers . Subject to the limitations of subparagraph (vi), below, a Participant may transfer amounts held in the Common Stock Subaccount of the Leidos Stock Fund to the Common Stock Subaccount of the Company Stock Fund and amounts held in the Closed Stock Subaccount of the Leidos Stock Fund to the Closed Stock Subaccount of the Company Stock Fund. A Participant may transfer amounts held in the Leidos Stock Fund to an investment alternative other than the Company Stock Fund at any time.

(v) Dividends . All cash dividends on Leidos Stock allocated to Participants’, Beneficiaries’ and Alternate Payees’ Accounts may, as determined by the Company consistent with Section 404(k) of the Code, be retained in the Participants’, Beneficiaries’ and Alternate Payees’ Accounts, or be paid out to the Participant, Beneficiary or Alternate Payee. Such retained dividends shall be invested on behalf of the Participant in the Company Stock Fund.

(vi) Elimination of Leidos Stock Fund. The Leidos Stock Fund shall be discontinued on December 31, 2014. Participant-directed transfers out of the Leidos Stock Fund may be made in accordance with applicable procedures at any time up to the deadline established by the Committee for effecting the necessary transactions consistent with the above. Any amounts remaining in the Leidos Stock Fund after the deadline for such Participant-directed transfers shall be reallocated to a default investment alternative selected by the Committee. Assets in the Leidos Stock Fund may be transferred into the Company Stock Fund during the period from the Effective Date through such deadline, or reallocated to the Company Stock Fund upon expiration of such deadline, whether or not the amount of the Participant’s Account invested in the Company Stock Fund at the time of such transfer exceeds the 50% limit of Section 3.8(a)(iii) or will exceed such 50% limit as a result of such transfer.

3.9 Valuation of Accounts .

(a) The Trustee shall value the assets of the Trust on the basis of fair market values as of each Valuation Date.

(b) The Committee shall value the Accounts of each Participant, Suspended Participant and Alternate Payee as of the applicable Valuation Date so as to reflect the current fair market value of each Account as of such Valuation Date. The valuation provisions of this Section 3.9 shall be applied and implemented in accordance with the rules established by the Committee. The Company, the Committee and Trustee do not in any manner or to any extent whatsoever warrant, guarantee or represent that the value of a Participant’s Account shall at any time equal or exceed the amount previously contributed thereto, or that any valuation or accounting method or practice will continue to be applied.

(c) If any Company Stock consists of securities listed on a national securities exchange, fair market value of such Company Stock shall be considered to be equal to the closing price of such Company Stock (as reported in the consolidated transaction reporting system, or if not so reported, as reported on the principal exchange market for such Company Stock by such exchange or on any system sponsored by such exchange) on the applicable Valuation Date. If any Company Stock consists of securities traded on a regular basis, as determined by the Company, in the over the counter market, the fair market value of such Company Stock shall be considered to be equal to the average between the high bid price and the low asked price quoted by the automatic quotation system of a securities association registered under the federal securities laws for the applicable Valuation Date. If any Company Stock is not readily tradable on an established securities market, then the fair market value of such Company Stock shall be determined by an independent appraiser meeting the requirements of Code Section 401(a)(28)(C). Any valuation by an independent appraiser shall be made in good faith on at least an annual basis and shall be based on all relevant factors for determining the fair market value of securities. In the case of a transaction involving Company Stock between the Plan and a ‘disqualified person,’ as defined in Code Section 4975(e)(2), the value of Company Stock involved in the transaction shall be determined as of the date of the transaction, and the transaction shall otherwise meet the requirements of Section 7.6.

(d) Any Company Stock or Leidos Stock received by the Trustee as a stock split, dividend, or as a result of a reorganization or other recapitalization of the Company shall be allocated as of the day on which the stock is received by the Trustee in the same manner as the Company Stock to which it is attributable is then allocated.

(e) Allocation of Cash Dividends and Other Distributions Received in the Trust Fund.

(i) All cash dividends paid to the Trustee with respect to Company Stock that has been allocated to an Account (if any) as of the date the dividend is received by the Trustee shall be allocated to such Account. If the Company Stock in the Trust Fund is held in a Company Stock Fund as an investment alternative pursuant to Section 3.9, such that Participants have an interest in such Company Stock only indirectly through an interest in such fund held in a subaccount, the cash dividends shall be allocated to such fund and shall thereafter be invested in accordance with the investment practices of such fund, and shall not be allocated directly to a Participant’s Account or subaccount. Notwithstanding the foregoing, as determined by the Committee, cash dividends may be held in a short-term investment pending a determination regarding the extent to which the dividends will be distributed pursuant to Section 12.3.

(ii) All cash dividends paid to the Trustee with respect to unallocated Company Stock shall be allocated as provided in Section 8.3.

(iii) Other distributions received by the Trustee with respect to investments of the Trust shall be allocated to the applicable fund(s) established pursuant to Section 3.8.

ARTICLE IV

LIMITATION ON ANNUAL ADDITIONS

4.1 Definitions .

For purposes of this Article IV, the following terms shall have the following meanings:

“ Defined Contribution Plan ” means a plan described in Code Sections 414(i).

“ Section 415 Compensation ” shall mean a Participant’s wages within the meaning of Code Section 3401(a) and all other payments of compensation to the Participant by the Company (in the course of the Company’s business) for which the Company is required to provide the Participant a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Section 415 Compensation shall be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed. Compensation for any limitation year is the compensation actually paid or includible in gross income during such year. Effective January 1, 1998, “Section 415 Compensation” shall include elective deferrals as defined in Code Section 402(g)(3) of the Code and any amount which is contributed or deferred by the Company or an Affiliated Company at the election of an Employee and which is not includible in the gross income of the Employee by reason of Code Sections 125, 132(f)(4) or 457.

4.2 Section 415 Limitation .

Notwithstanding anything else contained herein, the Annual Additions to all Accounts of a Participant shall not exceed the lesser of $40,000 ($45,000 as adjusted through 2007 and thereafter adjusted as permitted under Section 415(d)(1) of the Code and regulations issued thereunder) or 100% of the Participant’s Section 415 Compensation from the Company and all Affiliated Companies during the Plan Year.

4.3 Annual Addition Limitations .

(a) The compensation limitation of Section 4.2 of the Plan shall not apply to any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after separation from service which is treated as an Annual Addition.

(b) If any Company or any Affiliated Company contributes amounts, on behalf of Participants covered by the Plan, to other Defined Contribution Plans, the limitation on Annual Additions provided in this Article IV shall be applied to Annual Additions in the aggregate to the Plan and such other Defined Contribution Plans. Reduction of Annual Additions, where required, shall be accomplished by first refunding any voluntary contributions to Participants, then by reducing contributions under other Defined Contribution Plans and this Plan in the following order:

(i) Earnings on unallocated Company contributions under such other Defined Contribution Plans;

(ii) Earnings on unallocated Profit Sharing Contribution and ESOP Contribution under this Plan;

(iii) Forfeitures under such other Defined Contribution Plans;

(iv) Return of Elective Deferrals and reduction of corresponding Company Matching Contributions;

(v) Company contributions under such other Defined Contribution Plans; and

(vi) Profit Sharing Contributions and ESOP Contributions under this Plan.

(c) In the event the limitations of Section 4.2 or this Section 4.3 of the Plan are exceeded, any excess shall be corrected in accordance with the principles and/or procedures of the Employee Plans Compliance Resolution System described in IRS Revenue Procedure 2013-12, 2013-4 I.R.B. 313 (January 22, 2013) (or any corresponding successor guidance).

To the extent allocations to a Participant are reduced under subsections (b)(i)-(vi) above, such reduced amounts shall be allocated and reallocated to other Participants in the applicable Plan, except that Elective Deferrals shall be returned to the Participant.

4.4 No Contractual Right to Excess Contributions .

If, in order to comply with the limitations of this Article IV, it becomes necessary to reduce a Participant’s Account(s), to reduce or reallocate amounts previously allocated to such Accounts, or otherwise, such action(s) may be taken by the Committee and Trustee free of any contractual obligation to the Participant (or Beneficiary) affected based on prior Account balances or allocations.

ARTICLE V

VESTING

5.1 Fully Vested Accounts .

A Participant’s Plan Account, Roth Deferral Account, Voluntary Account, Rollover Account, TRASOP Account, CODA Account and Survivor Annuity Subaccount, if any, shall be 100% vested and nonforfeitable.

5.2 Employer Matching Contributions, Profit Sharing Account and ESOP Account .

(a) Subject to the provisions of Section 5.2(b), the Vested Interest of each Participant or Suspended Participant shall be equal to the amount determined by multiplying the balance in his Matching Contribution Account, Profit Sharing Account and ESOP Account on the applicable date by the Vested Interest determined in accordance with the rules of Section 5.2(b) and the following schedule:


Years of Service	Vested Interest
Less than one year		0	%
One year but less than two years		20	%
Two years but less than three years		40	%
Three years but less than four years		60	%
Four years but less than five years		80	%
Five years or more		100	%

A Participant’s PSRP Profit Sharing Account, if any, shall be fully vested.

(b) The determination of a Participant’s or Suspended Participant’s Vested Interest in his Matching Contribution Account, Profit Sharing Account and ESOP Account shall be subject to the following special rules:

(i) During an Employee’s period of employment with the Company or an Affiliated Company (including periods while on an approved leave of absence, a Maternity or Paternity Absence, or while performing ‘qualified military service’ as defined in Section 414(u) of the Code), in the event of his death, Disability, attainment of Normal Retirement Date, or a judicial declaration of his mental incompetence, the Employee’s Vested Interest shall become one hundred percent (100%), regardless of his number of Years of Service.

(ii) Forfeitures shall be determined as follows:

(1) A Participant who terminates employment prior to becoming one hundred percent (100%) vested in his Matching Contribution Account, Profit Sharing Account and ESOP Account shall immediately forfeit the non-vested portion of such Accounts upon receiving a distribution in accordance with Section 6.1.

(2) In the case of a Participant with no Vested Interest in his Matching Contribution Account, Profit Sharing Account and ESOP Account, the Participant shall be deemed to have received a distribution of zero dollars in respect of his Matching Contribution Account, Profit Sharing Account and/or ESOP Account, as applicable, and the forfeiture shall occur within 120 days after his termination of employment.

(3) In the case of a Participant with a Vested Interest in his Matching Contribution Account, Profit Sharing Account and ESOP Account, but who terminates employment prior to becoming one hundred percent (100%) vested in such Accounts and incurs five consecutive Breaks in Service prior to receiving a distribution under Section 6.1, such Participant shall forfeit the non-vested portion of such Accounts within 120 days after the completion of the fifth consecutive Break in Service.

(iii) A former Employee who is reemployed by the Company or an Affiliated Company, prior to incurring five consecutive Breaks in Service shall be subject to Section 5.2(c). If a former Employee incurs five consecutive Breaks in Service prior to reemployment, amounts forfeited from his Matching Contribution Account, Profit Sharing Account and ESOP Account shall remain forfeited and shall not be restored, and his Years of Service prior to such period of five consecutive Breaks in Service shall (subject to Section 5.2(c)) count only towards his Vested Interest applicable to allocations to his Matching Contribution Account credited after such period of five consecutive Breaks in Service.

(iv) If an Employee whose Vested Interest is zero (and who has no balance in a Survivor Annuity Subaccount, Plan Account, Roth Deferral Account, Voluntary Account, Rollover Account, TRASOP Account or CODA Account) upon his initial Break in Service incurs five or more consecutive Breaks in Service, his Years of Service accumulated before the commencement of any such period of consecutive Breaks in Service shall not be taken into account for purposes of determining the Vested Interest in his Matching Contribution Account, his Profit Sharing Account and his ESOP Account at any time or for any purpose. An Employee’s aggregate Years of Service shall not include any Years of Service not required to be taken into account under this Section 5.2(b) by reason of any Prior Break in Service.

(v) No Employee shall be credited with any Years of Service performed for the Company, Leidos, an affiliate or a predecessor prior to February 1, 1976, if the period of service would have been disregarded under the provisions of the Predecessor Plan in existence on the relevant date relating to continuity and interruptions of service and these rules requiring full-time service as a condition for participation in the Predecessor Plan.

(vi) Prior to January 1, 2006, no Employee shall be given credit for any Years of Service performed for the Company, Leidos, an affiliate or a predecessor before the computation period (as determined in accordance with the definition of “Compensation” in Section 13.1) during which the Employee attained the age of 18. Individuals who were Employees of Leidos or an affiliate as of January 1, 2006 shall receive credit for any Years of Service performed before the computation period during which the Employee attained the age of 18; individuals who were not Employees as of such date shall not receive such credit. Furthermore, no amounts forfeited as a result of a termination of employment prior to January 1, 2006 shall be restored as a result of the crediting of Years of Service under this clause.

(vii) In the event of a divestiture of an operating group, business unit or division, the Compensation Committee or the Compensation Committee’s designee may, in their sole discretion, determine, with respect to Eligible Employees whose employment with the Company terminates as a result of such divestiture and in lieu of the otherwise applicable determination of Vested Interest specified in this Article V, (1) treat the Eligible Employees’ Vested Interest as 100%, notwithstanding their Years of Service prior to termination; or (2) treat such Eligible Employees as Suspended Participants but credit Years of Service with the new employer to whom such group is divested for purposes of determining such Eligible Employees’ Vested Interest. Any such determination for a particular group, business unit or division shall not bind the Company in any way with respect to any subsequent determination relating to a different group, business unit or division. In the event of a subsequent divestiture from the new employer, the Compensation Committee or the Compensation Committee designee may make a similar determination regarding vesting acceleration.

(viii) In the event the Plan is amended to change any vesting schedule under the Plan, each Participant having no less than three Years of Service shall be permitted to elect, within a reasonable period after the adoption of such amendment, to have his Vested Interest determined under the Plan without regard to such amendment.

(ix) With respect to a Participant who was an employee of Leidos, an affiliate or a predecessor as of December 31, 1994, the Vested Interest of the Participant in his Matching Contribution Account shall be 100%. Further, any Participant who was first employed before January 1, 1995 and is actively employed on November 28, 2003 shall become 100% vested his Profit Sharing Account and ESRP Plan Account on November 28, 2003. A Participant who was first employed by Leidos, an affiliated company or a predecessor thereof before January 1, 1995 and terminated employment with Leidos, an affiliated company or a predecessor prior to November 28, 2003 shall become 100% vested in his Profit Sharing Account and ESRP Plan Account if he subsequently returns to active employment with the Company, Leidos or an affiliate thereof on or after November 28, 2003.

(x) In order to comply with a government contract, or for other business reasons, the Chief Executive Officer, President, Chief Operating Officer, or Executive Vice President for Human Resources of the Company (or a delegate of any such officer) may determine (without any requirement of action by the Board of Directors), with respect to a designated category of Eligible Employees within a group or classification within the Company, including, without limitation, a group of newly Eligible Employees acquired through an acquisition, and in lieu of the otherwise applicable determination of such Employees’ Vested Interest specified in this Article V, (1) to treat the Eligible Employees’ Vested Interest as 100%, notwithstanding their Years of Service; (2) to credit service performed for the acquired company prior to the acquisition as Years of Service hereunder; or (3) to apply a more liberal vesting schedule than the schedule described in Section 5.2(a) for purposes of determining such Eligible Employees’ Vested Interest. An Eligible Employee must satisfy any specified conditions (including but not limited to a requirement to execute a Mutual Agreement to Arbitrate Claims or similar agreement) in order to have his or her Vested Interest determined under the preceding sentence. The designation of any such group or classification and the effective date of the method of determining the Vested Interest shall be made in writing and attached hereto as an exhibit and incorporated herein. Any such determination for a particular group shall not bind the Company in any way with respect to any subsequent determination relating to a different group.

(xi) Notwithstanding anything to the contrary in this Section 5.2, a Participant who was first employed by Leidos or an affiliated company before January 1, 1995, terminated employment with Leidos or an affiliated company prior to November 28, 2003 and whose Vested Interest in his Profit Sharing Account or ESRP Plan Account was less than 100% on the date of his termination shall forfeit the nonvested portion of his Profit Sharing Account and ESRP Plan Account effective as of November 28, 2003 even if such former Employee has not received a distribution in accordance with Article VI of the Plan. Any such forfeited amount shall be restored to the Participant’s Profit Sharing Account and ESRP Plan Account or ESOP Account by the Company from existing forfeitures if the Participant is reemployed by the Company or an Affiliated Company and such restored amount shall become 100% vested in his Profit Sharing Account and ESRP Plan Account or ESOP Account as of his reemployment date.

(c) If a Participant who was partially vested under Section 5.2(a) is reemployed by the Company or an Affiliated Company on (or before) the Anniversary Date of the Plan Year in which his fifth consecutive Break in Service occurs, the Participant shall be entitled to have his Matching Contribution Account, Profit Sharing Account and ESOP Account reinstated by making the repayment described in Section 8.2.

5.3 Alternate Payee Accounts .

In the event that an Alternate Payee is awarded an interest in either the Matching Contribution Account, the Profit Sharing Account or the ESOP Account of a Participant whose Vested Interest in such Account is less than 100%, to the extent expressly required under the terms of the applicable qualified domestic relations order, the Vested Interest of the Alternate Payee at any subsequent time in that portion of the Alternate Payee Account attributable to such awarded interest shall be the same percentage as the Participant’s Vested Interest in his applicable Matching Contribution Account, Profit Sharing Account or ESOP Account at that time, determined in accordance with Sections 5.1 and 5.2.

ARTICLE VI

DISTRIBUTIONS

6.1 Distribution Upon Termination of Employment . The following rules shall apply in the case of a Participant whose employment with the Company terminates other than due to his death or Disability:

(a) A Participant’s Distributable Benefit shall become distributable upon the Participant’s termination of employment with the Company other than due to his death or Disability.

(b) The Participant’s Accounts shall continue to be valued pursuant to Section 3.9, but no further allocations of Company Contributions under Article III shall be made to such Accounts, except for an allocation of Company Contributions representing Elective Deferrals made prior to the Participant’s termination of employment and Company Matching Contributions related thereto. Notwithstanding the foregoing, an Eligible Participant (as defined in Section 3.4(c)) shall receive a Profit Sharing Contribution and an ESOP Contribution.

(c) If a Participant’s Distributable Benefit exceeds $5,000, distribution shall be made upon the Participant’s termination of employment only if the Participant so requests or consents to such distribution in writing. An explanation of the Participant’s right to defer distribution of his Distributable Benefit shall be provided to the Participant no less than 30 and no more than 180 days before such distribution is to be made (consistent with such regulations as the Secretary of the Treasury may prescribe). If the Distributable Benefit of a terminating Participant is a distribution to which Code Sections 401(a)(11) and 417 do not apply, such distribution may commence less than 30 days after the notice described in the preceding sentence is given, provided that: (1) the Committee clearly informs the Participant that the Participant has the right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution, and (2) the Participant, after receiving the notice, affirmatively elects an immediate distribution. If a Participant does not request an immediate distribution of his Distributable Benefit upon a termination of employment, (unless Treasury Regulations otherwise provide and the Committee adopts different rules), a Participant’s Distributable Benefit shall be distributed to him as soon as administratively practicable following the latest of:

(i) the Participant’s termination of employment,

(ii) the earlier of the date the Participant consents in writing to such distribution or attains age 62, or

(iii) the date elected by the Participant, which shall not be later than the Required Payment Commencement Date.

(iv) Distribution to a Participant upon the Participant’s Required Payment Commencement Date may, for any calendar year, if elected by the Participant, be the minimum required distribution under Code Section 401(a)(9) and the regulations thereunder, as set forth in Section 6.5(i). A Participant making such an election may thereafter elect to receive any remaining amounts in his Accounts in a single sum.

(d) Distributions shall be in the form of a cash lump sum, provided that a Participant may elect to receive the portion of his Distributable Benefit invested in a Company Stock Fund in the form of shares of Company Stock (plus cash for any fractional shares), or in the form of cash. The value of the amount distributed in the form of cash from the portion of a Participant’s Distributable Benefit invested in a Company Stock Fund shall be the net proceeds at the sale of the Company Stock liquidated pending distribution, plus cash for any fractional share.

(e) In lieu of receiving his entire Distributable Benefit in a single lump-sum distribution as provided in Section 6.1(d), a Participant may elect to receive a distribution of that portion of his Account(s) that is not invested in a Company Stock Fund within the Trust, while leaving in the Plan the remaining portion which is invested in a Company Stock Fund until a later distribution date specified by the Participant, which in no event shall be a date after the Required Payment Commencement Date. Any such partial withdrawal shall be subject to such limitations and restrictions as may be imposed by Committee rule. Notwithstanding the foregoing, with respect to any portion of the Participant’s Account attributable to Leidos Stock acquired by the ESRP after December 31, 1986 (as determined under terms of the ESRP and applicable Treasury Regulations), the Participant may elect to have payment made in substantially equal annual payments over a period of five years, with the first such annual payment made not later than one year after the close of the Plan Year which is the fifth Plan Year following the Plan Year in which the Participant separated from service with the Company. Notwithstanding the foregoing, a Participant who elects such a Leidos Stock Distributable Benefit may, at any time, request that the Committee pay him the Vested Interest in his Accounts in a cash lump sum and, in such event, the distribution shall be made not later than one hundred twenty (120) days (or as soon thereafter as is reasonable for administrative purposes) after the close of the Plan Year in which such request is made. A Participant (regardless of age) may elect to receive up to two distributions in the form of cash (not to include distribution in the form of shares of Company Stock) in any Plan Year of all or any portion of his or her Accounts.

6.2 Designation of Beneficiary; Distribution Upon Death or Disability .

(a) On a form prescribed by and delivered to the Committee, each Participant shall have the right to designate in writing a Beneficiary or Beneficiaries whom such Participant desires to receive the benefits of this Plan in the event of such Participant’s death. A Participant’s designation of Beneficiary must be made directly with the Plan’s outside recordkeeper in a form prescribed by the Committee. If a Participant fails to designate a Beneficiary as provided in the preceding sentence, the Participant shall be treated as not having made a Beneficiary designation until such time as the Participant makes a designation in the approved format.

(b) A Participant may from time to time change his designated Beneficiary or Beneficiaries without the consent of such Beneficiary or Beneficiaries by filing a new designation in the manner set forth herein.

(c) If a deceased Participant shall have failed to designate a Beneficiary, if the Committee shall be unable to locate a designated Beneficiary after reasonable efforts have been made, if for any reason the designation shall be legally ineffective, or if the Beneficiary shall have predeceased the Participant (and no legally effective contingent Beneficiary shall have been named), any distribution required to be made under the provisions of this Plan shall be payable to the Participant’s surviving spouse, and if the Participant had no surviving spouse, to the Participant’s estate, and the surviving spouse or estate shall be considered the Beneficiary under this Plan.

(d) In the event that a Participant shall predecease his Beneficiary and on the subsequent death of the Beneficiary a remaining distribution is payable under the applicable provisions of this Plan, the distribution shall be payable to the Beneficiary’s estate.

(e) The Company, the Committee and the Trustee shall have no duty to determine whether a Beneficiary designation or spousal consent made pursuant to this Section 6.2 was an informed designation or consent or was freely given, and shall be entitled to rely upon the Beneficiary form filed with the Committee or its delegate, as well as such other documents as may be required pursuant to Section 6.2(i), and shall be under no duty or obligation to attempt to protect the rights of a spouse or former spouse of a Participant.

(f) Upon the death of a Participant during his employment, or in the event that the Committee shall determine that a Participant has suffered a Disability while an Employee of the Company, the Committee shall direct the Trustee to make a distribution of the Participant’s Distributable Benefit to the Participant’s Beneficiary determined under this Section 6.2 (in the event of death), or to the disabled Participant (in the event of Disability).

(g) Except as may be required in accordance with Section 6.4, the form of the Distributable Benefit shall be a cash lump sum distribution, payable within one hundred twenty (120) days (or as soon thereafter as is reasonable for administrative purposes) after the close of the Plan Year in which the death of the Participant occurs, or in which he is determined to be Disabled, as the case may be, subject to proof of death or Disability satisfactory to the Committee. In no event shall the payment to a Participant who has suffered a Disability be made later than such Participant’s Required Payment Commencement Date.

(h) Upon the death of a former Participant after his retirement, Disability or other termination of employment, but prior to the distribution of his Distributable Benefit to which he is entitled, the Committee shall direct the Trustee to make a distribution of the balance to which the deceased Participant was entitled, to the Participant’s Beneficiary determined under this Section 6.2, such payment to be made within one hundred twenty (120) days (or as soon thereafter as is reasonable for administrative purposes) after the close of the Plan Year in which the death of the Participant occurs, notwithstanding any elections previously made by the Participant.

(i) The Committee or Trustee, or both, may require (and rely upon) the execution and delivery of such documents, papers and receipts as the Committee or Trustee may determine necessary or appropriate in order to establish the fact of death of the deceased Participant and of the right and identity of any Beneficiary or other person or persons claiming any benefits.

6.3 In-Service Withdrawals .

(a) Age 59 ¹ ⁄ ₂ Withdrawals . A Participant shall be entitled to make withdrawals from the vested portion of his Accounts including any earnings thereon, after the date on which he attains the age of 59-1/2 even though his employment with the Company has not yet been terminated.

(b) Hardship Withdrawal . A Participant may withdraw amounts attributable to Rollover Contributions, Elective Deferrals and Catch-Up Contributions made to this Plan prior to attaining age 59 1/2, upon incurring a hardship as determined by the Committee, provided that no amount representing earnings in such account after December 31, 1988, may be withdrawn. A withdrawal will be deemed on account of hardship only if the distribution is made on account of an immediate and heavy financial need and is necessary to satisfy such financial need. Any withdrawal made pursuant to this Section 6.3(b) shall be made in accordance with rules prescribed by the Committee that are consistent with Regulations under Code Section 401(k), and the following rules:

(i) The determination of whether an Employee has an immediate and heavy financial need is to be made by the Committee on the basis of all relevant facts and circumstances. A distribution will be deemed to be made on account of an immediate and heavy financial need of the Employee if the distribution is on account of:

(1) Medical expenses for the Employee, his spouse, his dependents or his primary Beneficiary (provided that such Beneficiary is an individual) that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);

(2) Purchase of the principal residence for the Employee (excluding mortgage payments);

(3) Payment of tuition and related education fees for the next twelve months of post-secondary education for the Employee, the Employee’s spouse, children or dependents (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)) or the Employee’s primary Beneficiary (provided that such Beneficiary is an individual);

(4) The need to prevent the eviction from the Employee’s principal residence or foreclosure on the mortgage of the Employee’s principal residence;

(5) Payments for burial or funeral expenses for the Employee’s deceased parent, spouse, children, dependents (as defined in Code Section 152, without regard to Section 152(d)(1)(B)) or primary Beneficiary (provided that such Beneficiary is an individual);

(6) Expenses for the repair of damages to the Employee’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income); or

(7) Any other event described in Treasury Regulations or rulings as an immediate and heavy financial need and approved by the Committee as a reason for permitting distribution under this Section.

(ii) To receive a hardship withdrawal, the following requirements must first be met by the applicant:

(1) The applicant must apply in the manner required by the Committee and including any required signatures and certifications;

(2) The applicant must have withdrawn, or must withdraw at the same time that an application for hardship withdrawal is submitted, all eligible in-service withdrawals from balances in this Plan and all other Company retirement plans;

(3) The applicant must have applied for all eligible loans from those Company retirement plans which permit Participant loans;

(4) The hardship withdrawal cannot be less than $500.00; and

(5) The applicant must suspend all Elective Deferrals to all qualified plans of deferred compensation maintained by the Company or an Affiliated Company for six (6) months after receiving the hardship withdrawal pursuant to rules prescribed by the Committee.

(iii) The withdrawal shall be made pro rata from the subaccounts in which the Participant’s Account is invested.

(iv) The timing of the payment of the withdrawal shall be made as soon as practicable following the request in accordance with the rules established by the Committee.

(i) A Participant shall be entitled to a distribution from his Voluntary Account or Rollover Account (up to the full balance thereof on the Applicable Valuation Date) prior to the termination of his employment with the Company or an Affiliated Company, subject to reasonable restrictions imposed by the Committee with respect to the frequency and amount of such withdrawals.

(ii) All withdrawals from Voluntary Accounts or Rollover Accounts shall be paid in cash as soon as administratively practicable following the receipt of a request for withdrawal from the Participant.

(iii) In the event that a Participant has elected to have his Voluntary Account or Rollover Account invested in more than one investment alternative pursuant to the

rules of Section 3.8, then a Participant withdrawing less than the entire balance in his Voluntary Account or Rollover Account will receive a pro rata distribution from among such investment alternatives.

(d) Withdrawals by Qualified Reservists .

If a Participant who is a “Qualified Reservist” is ordered or called to active military duty, and such active duty is for a duration of 180 days or more or for an indefinite period, then the Participant may elect to withdraw all or a portion of his Plan Account attributable to his pre-tax Elective Deferrals and Roth Deferrals made to this Plan. Such withdrawal can be made at any time during the period beginning on the date of such order or call to active duty and ending on the date that such active duty ceases. For purposes of withdrawals under this Section 6.3(d), (1) a “Qualified Reservist” is a reservist or national guardsman as defined in 37 U.S.C. 101(24), and (2) a Participant’s Plan Account shall be valued as of the Valuation Date immediately following the Committee’s acceptance of the Participant’s written application for a distribution under this Section 6.3(d).

6.4 Distribution of Survivor Annuity Subaccount . Notwithstanding the preceding sections of this Article VI:

(a)(i) A Participant’s Distributable Benefits attributable to his Survivor Annuity Subaccount shall be paid in the form of a distribution of an annuity contract (purchased from a legal reserve life insurance company with the aggregate balance in the Participant’s Survivor Annuity Subaccount) providing a joint and fifty percent (50%) survivor annuity (“Joint and Survivor Annuity”) if the Participant was married at the time of retirement or at the time the Distributable Benefit would otherwise be paid pursuant to Section 6.1. The Participant, with the consent of his spouse, may, however, elect not to receive a Joint and Survivor Annuity as provided in this Section 6.4, in which case the Participant’s benefit will be paid in accordance with the otherwise applicable provisions of this Article VI.

(ii) The Joint and Survivor Annuity payable under this Section 6.4 shall provide for payments to the Participant in equal monthly payments, beginning in the month following the month in which the Participant’s Normal Retirement Date occurs (or would occur in the event of termination of employment prior to such date), and ending the payment for the calendar month in which his death occurs, and, if the Participant dies after his benefit commences and is survived by a spouse entitled to survivor benefits under such Joint and Survivor Annuity, such spouse shall receive monthly payments of fifth percent (50%) of the Participant’s benefit beginning with the payment for the calendar month following the month in which the Participant died and ending with the payment for the calendar month in which the spouse dies.

(iii) A Participant may elect with the consent of his spouse, in the manner prescribed by the Committee, not to receive a Joint and Survivor Annuity in which case the Participant shall receive his benefit as otherwise provided in this Article VI. This election may be made or revoked at any time during the one hundred and eighty (180)-day period ending on the annuity starting date but shall become irrevocable once the Participant’s benefit commences (i.e., once the annuity contract is distributed. The election may be made only with

the consent of the spouse, which consent must acknowledge the effect of such election and must be given in writing witnessed by a member of the Committee, a representative thereof, or a notary public. Spousal consent may be waived by the Committee only if it is established to the satisfaction of the Committee that such consent cannot be obtained because the Participant has no spouse, because the spouse cannot be located, or because of such other circumstances as are prescribed in regulations issued by the Secretary of the Treasury. Consent obtained or waived under this Section 6.4(a) shall be effective only with respect to the spouse to whom such consent applied.

(iv) A Participant who is entitled to receive a distribution in the form of a Joint and Survivor Annuity may elect to instead receive the Distributable Benefits attributable to his Survivor Annuity Subaccount in the form of a distribution of an annuity contract (purchased from a legal reserve life insurance company with the aggregate balance in the Participant’s Survivor Annuity Subaccount) providing a joint and seventy-five percent (75%) survivor annuity. Such annuity is intended to satisfy the requirement set forth in Code Section 417 that the Plan make available a qualified optional survivor annuity.

(b) If a Participant dies before commencement of payment of his Distributable Benefit attributable to his Survivor Annuity Subaccount, the Participant’s surviving spouse shall (unless such surviving spouse elects to receive a lump sum distribution as set forth in this subsection (b)) receive a distribution of an annuity contract (provided from a legal reserve life insurance company with the aggregate balance in the Participant’s Accounts) providing an immediate annuity for the life of the surviving spouse (“Preretirement Survivor Annuity”). The surviving spouse may waive the Preretirement Survivor Annuity and instead receive a lump sum distribution at any time before the benefit commences, but distribution in the form of an annuity shall become irrevocable once the benefit commences (i.e., once the annuity contract is distributed).

(c) Survivor benefits under Section 6.4(a) or (b) shall not be paid to any surviving spouse (or former spouse) who was neither (i) married to the Participant throughout the one-year period ending on the earlier of the Participant’s annuity starting date or the date of the Participant’s death nor (ii) deemed to be married at such time pursuant to Code Section 417(d)(2). Instead, the amount attributable to the Survivor Annuity Subaccount shall be paid in a lump sum to the Participant’s Beneficiary.

(d) Required Minimum Distributions .

(i) General . All distributions required under Section 6.4 of the Plan will be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9), and the requirements of this Section 6.4(d) will take precedence over any inconsistent provisions of the Plan. Notwithstanding the foregoing, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(ii) Death of Participant before Distributions Begin . If the Participant dies before distribution begins, and the Participant’s surviving spouse is the Participant’s sole

designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant dies. Unless a lump sum distribution is elected pursuant to Section 6.4(b) or a lump sum is payable pursuant to Section 6.5(f), the Participant’s interest shall be distributed in the form a Preretirement Survivor Annuity purchased from an insurance company. If the Participant’s interest is distributed in the form of a Preretirement Survivor Annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations. Distributions to a Beneficiary other than the surviving spouse of the Participant shall be made pursuant to Section 6.1.

6.5 Special Rules Relating to Distributions .

(a) Form . Subject to the Participant’s right under Sections 6.1(d), 6.1(e) and Section 6.5(d) to elect to receive a Company Stock distribution calculated under the provisions of Section 6.5(e), a Participant’s Distributable Benefit shall be distributed in the form of cash or, if elected in accordance with Section 6.6(b), by trustee-to-trustee transfer.

(b) Amount . For purposes of determining the amount of Distributable Benefit that will be distributed to a Participant or Beneficiary pursuant to the rules of this Article VI, the value of the Participant’s Account shall be determined in accordance with rules prescribed by the Committee. However, the value of the Participant’s Account shall be increased or decreased (as appropriate) by any contributions or distributions properly allocable under the terms of this Plan to his Account that occurred on or after the Applicable Valuation Date or for any other reason were not otherwise properly reflected in the valuation of his Account on such Valuation Date.

(c) Liability . Neither the Committee, the Company, nor the Trustee shall have any responsibility for any increase or decrease in the value of a Participant’s Account as a result of any valuation made under the terms of this Plan after the date of his termination of employment and before the date of the distribution of his Account to him or his Beneficiary. Also, neither the Committee, the Company, nor the Trustee shall have any responsibility for failing to make any interim valuation of a Participant’s Account between the date of distribution to the Participant of his Account and the immediately preceding Valuation Date, even though the Plan Assets may have been revalued in that interim for a purpose other than to revalue the Accounts under this Plan.

(d) Right to Receive Company Stock . Each Participant shall have the right (pursuant to procedures established by the Committee) to elect to receive his Distributable Benefit in the form of a Company Stock distribution as calculated under Section 6.5(e). This election by the Participant shall be made in writing or as otherwise permitted by Section 11.9, shall be irrevocable when made unless the Committee shall approve a revocation thereof, and shall operate to require the Committee to cause the Participant’s Distributable Benefit to be made in the form of a Company Stock distribution as calculated under Section 6.5(e).

(e) Distribution of Company Stock . A Company Stock Distributable Benefit shall be governed by the following rules:

(i) The amount of such a distribution shall be the number of whole shares of Company Stock that can be purchased, either by a stated percentage or by the dollar value of the Participant’s Plan balance (determined as of the Applicable Valuation Date), with the remainder of the value of the Participant’s Plan balance distributable in the form of cash.

(ii) Any Company Stock Distributable Benefit under this Plan is limited to, and shall be deemed made from, the assets of the ESOP Fund.

(f) Distributable Benefit Under $5,000 . If the present value of the Participant’s Distributable Benefit determined as of the Participant’s termination date, death or any subsequent Valuation Date does not exceed $5,000, the Participant (or Beneficiary in the event of the Participant’s death) shall receive a single sum distribution of the entire value of the Participant’s Distributable Benefit within twelve months (or as soon thereafter as is reasonable for administrative purposes) following the Participant’s termination of employment, or as soon as practicable following receipt of notice of Participant’s death or such subsequent Valuation Date, whichever is applicable; provided, however, that with respect to a Participant’s Survivor Annuity Subaccount, no distribution shall be made under this subsection (f) after the Participant’s annuity starting date unless the Participant and spouse consent in writing to such distribution. For this purpose, the annuity starting date shall mean the first day of the first period for which an amount is payable as an annuity or, in the case of a disability benefit, the first day of the first period for which a benefit is to be received by reason of a Disability. Notwithstanding anything to the contrary contained in the foregoing, in the event that the present value of a Participant’s Distributable Benefit is greater than $1,000 but equal to or less than $5,000, if the Participant does not affirmatively elect to have such distribution either (1) paid directly to an eligible retirement plan specified by the Participant in a direct rollover, or (2) to receive the distribution directly, then the Committee shall pay the distribution in a direct rollover to an individual retirement plan designated by the Committee. If the Participant’s Distributable Benefit is zero, the Participant shall be deemed to have received a distribution of his entire Distributable Benefit. Such distribution shall not require consent by the Participant or the Participant’s spouse.

(g) Facility of Payment . If any payee under the Plan is a minor or if the Committee reasonably believes that any payee is legally incapable of giving a valid receipt and discharge for any payment due him, the Committee may have the payment, or any part thereof, made to the person (or persons or institution) whom it reasonably believes is caring for or supporting the payee, unless it has received due notice of claim therefore from a duly appointed guardian or committee of the payee. Any payment shall be a payment from the Accounts of the payee and shall, to the extent thereof, be a complete discharge of any liability under the Plan to the payee.

(h) Distribution to Alternate Payees . If an Alternate Payee is entitled to a distribution of benefits from this Plan pursuant to a qualified domestic relations order, as defined in Section 11.5, the benefits payable to such Alternate Payee shall be distributed pursuant to such qualified domestic relations order under rules or procedures described by the Committee. If permitted by applicable law and regulations, the Committee may require or permit immediate distribution of such benefits to an Alternate Payee at any time following the determination by the Committee that such an order is a qualified domestic relations order. In the event that an

Alternate Payee dies prior to receipt of the amounts due him from an Alternate Payee Account, such amounts shall be distributed to the estate of the Alternate Payee as soon as practicable following the date such amounts would have been distributed to such Alternate Payee unless the order provides that the amounts shall revert back to the Participant.

(i) Compliance with Section 401(a)(9) .

(i) Notwithstanding anything to the contrary contained herein, the distribution options under this Plan shall comply with Code Section 401(a)(9) (including the incidental death benefit requirements of Code Section 401(a)(9)(G)) and Treasury Regulations Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, which are hereby incorporated by this reference as a part of this Plan. Any inconsistencies in this Plan shall be overruled by Code Section 401(a)(9) and its underlying Treasury Regulations. Accordingly, unless otherwise permitted by law, the interest of each Participant shall commence to be distributed no later than such Participant’s Required Payment Commencement Date.

(ii) For purposes of determining the distributions under Section 6.1(c) to Participants who elect to receive a minimum required distribution for any distribution calendar year, the following shall apply:

(1) During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(A) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(B) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

(2) Required minimum distributions will be determined under this Article VI beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. Required minimum distributions following the Participant’s death shall be made in a lump sum as set forth in Section 6.2.

(3) The required minimum distribution for any distribution calendar year shall be made pro rata from the subaccounts in which the Participant’s Account is invested.

(4) For purposes of this Section 6.5(i), the following definitions shall apply:

(A) A “distribution calendar year” is a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Payment Commencement Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s Required Payment Commencement Date occurs, will be made on or before December 31 of that distribution calendar year.

(B) The “Participant’s account balance” is the account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

6.6 Direct Rollovers .

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section 6.6, a “distributee” (as defined below) may elect, at the time and in the manner prescribed by the Committee, to have any portion of an “eligible rollover distribution” (as defined below) made payable directly to an “eligible retirement plan” (as defined below) specified by the distributee in a “direct rollover” (as defined below).

(b) For purposes of this Section 6.6:

(i) An “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancies) of the distributee or the distributee’s designated Beneficiary, or for a specified period of 10 years or more; (b) any distribution to the extent such distribution is required under Code Section 401(a)(9); (c) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities) unless such portion is (I) not attributable to the distributee’s Roth Deferral Account and transferred in a direct trustee-to-trustee transfer to a qualified trust which is part of a plan which is a defined contribution plan and which agrees to separately account for amounts so transferred, including separate accounting for the portion which is includible in gross income and the portion which is not so includible, or (II) attributable to the distributee’s Roth Deferral Account and transferred to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code; (d) any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code; and (e) any other type of distribution which the Internal Revenue Service announces (pursuant to

regulation, notice, or otherwise) is not an eligible rollover distribution. If approved by the Committee in its sole discretion, an eligible rollover distribution may include active loans from the Participant’s Accounts.

(ii) An “eligible retirement plan” is a retirement plan that accepts the distributee’s eligible rollover distribution and is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), an annuity contract as described in Code Section 403(b), a qualified trust described in Code Section 401(a) or an eligible plan under Code Section 457 which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. However, in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p), an eligible retirement plan is an individual retirement account or individual retirement annuity. Notwithstanding the foregoing, a direct rollover of a distribution from a Roth Deferral Account under the Plan will only be made to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code. An “eligible retirement plan” with respect to any portion of the distribution that is not attributable to the distributee’s Roth Deferral Account shall also include a Roth IRA as described in Section 408A of the Code, provided that the distributee is not restricted from making such a rollover from this Plan to a Roth IRA pursuant to Code Section 408A(c).

(iii) A “distributee” includes an employee or former employee. In addition, the employee’s or former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternative payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. In addition, a Beneficiary other than the Participant’s or former Participant’s surviving spouse or the Participant’s or former Participant’s spouse or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p), is a distributee with regard to the interest of the Participant, subject to the limitation in Section 6.6(c) for such a Beneficiary that an eligible retirement plan is an individual retirement account that will be treated as an inherited individual retirement account Code Section 402(c)(11).

(iv) A “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, (a) such portion as is not attributable to the distributee’s Roth Deferral Account may be transferred only to an individual retirement account or annuity described in Code Sections 408(a) or 408(b), to a qualified plan described in Code Sections 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible, or to a Roth IRA as described in Section 408A of the Code, provided that the distributee is not restricted from making such a rollover from this Plan to a Roth IRA pursuant to Code Section 408A(c), and (b) such portion as is attributable to the distributee’s Roth Deferral Account may be

transferred only to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code.

(c) If the designated Beneficiary (within the meaning of Code Section 401(a)(9)(E)) of a deceased Participant is not the spouse of the Participant, the Beneficiary may elect that a transfer of the survivor benefit be made directly to an individual retirement account established on behalf of the Beneficiary. Provided that the distributed amount satisfies all the requirements to be an eligible rollover distribution (other than the requirement that the distribution be made to the Participant or the Participant’s spouse) and is made to an individual retirement account that will be treated as an inherited individual retirement account pursuant to the provisions of Code Section 402(c)(11), such transfer shall be treated as a direct rollover.

ARTICLE VII

TRUST FUND AND COMPANY CONTRIBUTIONS; VALUATION OF

COMPANY STOCK CONTRIBUTED; COMPANY STOCK TRANSACTIONS

WITH DISQUALIFIED PERSONS

7.1 Trust Fund . The Company has established the Trust pursuant to a Trust Agreement under which the Trustee has agreed to hold and administer in trust the assets of the Plan.

7.2 Permissible Types of Plan Investments . The assets of the Plan may be invested in the following types of assets as determined (subject to the restrictions hereunder, including the requirements of subsection 3.8(a)(i)(1)) by the Committee:

(i) Company Stock;

(ii) Other “Qualifying Employer Securities,” as that term is defined in ERISA Section 407(d)(5);

(iii) Effective on and after the Effective Date, Leidos Stock, subject to the limitations of Section 3.8(c)(vi);

(iv) “Qualifying Employer Real Property,” as that term is defined in ERISA Section 407(d)(4);

(v) Cash; or

(vi) Any other property that is a permissible plan investment under applicable law.

Up to one hundred percent (100%) of the assets of the Trust may be held in Company Stock.

7.3 Form of Company Contributions . The Company Contributions to the Trust Fund shall be paid in cash, Company Stock, or such other property as the Board of Directors may from time to time determine.

7.4 Valuation of Company Contributions in the Form of Company Stock . Company Stock contributed by the Company to the Trust Fund shall be valued using the rules set forth in Section 3.9(c).

7.5 Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund .

(a) Neither the Company, the Committee nor the Trustee shall be liable or responsible for the adequacy of the Trust Fund to meet and discharge any or all payments and liabilities hereunder. All Plan benefits will be paid from the Trust assets, and neither the Company, the Committee nor the Trustee shall have any duty or liability to furnish the Trust with any funds, securities or other assets except as expressly provided in the Plan.

(b) Except as required under the Plan or Trust or under Part 4 of Title I of ERISA, the Company shall not be responsible for any decision, act or omission of the Trustee, the Committee, or the Investment Manager (if applicable), and shall not be responsible for the application of any moneys, securities, investments or other property paid or delivered to the Trustee.

(c) The Company expressly disavows any contractual obligation, implied or explicit, to make any contribution to the Plan or to contribute any specified amount.

7.6 Company Stock Transactions with Disqualified Persons . Acquisition or sale by the Plan of Company Stock or other qualifying employer securities (as defined in Section 407(a)(5) of ERISA) from or to a “disqualified person”, as defined in Code Section 4975(e)(2), shall be at a price which represents “adequate consideration,” as defined in Section 3(18) of ERISA or, in the event such Company Stock or other qualifying employer security is a marketable obligation, as defined in Section 407(e) of ERISA, at a price not less favorable to the Plan than the price determined under Section 407(e)(1) of ERISA. No commission shall be charged to the Plan in connection with any such sale or acquisition. The determination as to whether or not such a sale or acquisition satisfies the requirements of this Section 7.6 shall be made by the Committee.

ARTICLE VIII

ACCOUNTING AND ALLOCATION PROCEDURES

8.1 Allocation of Forfeitures . The treatment of all amounts that are forfeited by reason of the termination of the employment of a Participant shall be governed by the following rules:

(a) Matching Contributions .

Forfeitures of Matching Contribution Accounts occurring during a Plan Year shall, in the proportions determined by the Company in its discretion, (i) be used to offset Company Matching Contributions for such Plan Year and allocated to the Matching Contribution Accounts of those Participants who are entitled to receive an allocation of Company Matching Contributions for the Plan Year according to the rules of Section 3.3, or (ii) be used to pay Plan expenses as provided in Section 8.3.

(b) Profit Sharing Contributions and ESOP Contributions .

Forfeitures of Profit Sharing Accounts, PSRP Profit Sharing Accounts and ESOP Accounts occurring during a Plan Year shall, in the proportions determined by the Company in its discretion, (i) be added to Profit Sharing Contributions and/or ESOP Contributions for such Plan Year and allocated to the Profit Sharing Accounts and/or ESOP Accounts of all Eligible Participants (as defined in Section 3.4(c)) for the Plan Year in the proportion that the Compensation of each such Eligible Participant (regardless of Fringe Rate Group) bears to the total compensation of all such Eligible Participants, (ii) be used to offset Company Matching Contributions for such Plan Year and allocated to the Matching Contribution Accounts of those Participants who are entitled to receive an allocation of Company Matching Contributions for the Plan Year according to the rules of Section 3.3, or (iii) be used to pay Plan expenses as provided in Section 8.3.

(c) Pending allocation, all forfeitures shall be accounted for in the same manner as Company Contributions and shall be adjusted for income, gain or loss on such forfeitures.

(d) Notwithstanding anything to the contrary herein, amounts forfeited under the Plan may be used by the Company to satisfy reinstatements due to military leave or amounts owed to the Plan as a result of an error in the operation of the Plan.

8.2 Reinstatement of Forfeitures .

(a) If a Participant who was partially vested under Section 5.2(a) is reemployed by the Company or an Affiliated Company on (or before) the Anniversary Date of the Plan Year in which his fifth consecutive Break in Service occurs, the Participant shall be entitled to have the entire portion of his Matching Contribution Account, his Profit Sharing Account, his ESOP Account and his PSRP Profit Sharing Account (including the nonvested portion(s) of such Account(s)) reinstated by repaying the total amount distributed to him. Such reinstatement shall be made from current forfeitures or, if necessary, from Company

Contributions and shall not be treated as an Annual Addition. However, this repayment must be made prior to the earlier of (1) five years from the date of reemployment or (2) five consecutive Breaks in Service after the distribution of the Vested Interest in his Plan Account following such termination of employment, provided he is an Eligible Employee during that period. If such repayment is not made, then the previously forfeited amounts shall not be restored.

(b) In the case of a repayment made pursuant to this Section 8.2:

(i) The Participant shall not be required to pay any interest charge upon the amounts repaid by him; and

(ii) The nonvested portion(s) of his applicable Account(s) as set forth in subsection (a) above (which was not distributed to him) shall not be adjusted for gains or losses during the period between the forfeiture and the repayment of the distributed amount.

(iii) In the case of a Participant with no Vested Interest in his applicable Account(s) as set forth in subsection (a) above who is reemployed prior to incurring five consecutive Breaks in Service, his entire nonvested Account(s) (unadjusted for gains or losses during the period between the date of his forfeiture and the date of his reemployment) shall be reinstated upon his reemployment, without regard to the repayment requirement of subsection (a) above.

(iv) In no event shall a Participant who has received a distribution which includes the balance in his Plan Account, Voluntary Account, TRASOP Account, CODA Account, Roth Deferral Account and/or Rollover Account be entitled either to repay the Plan or to have the balance in such Plan Account, Voluntary Account, TRASOP Account, CODA Account, Roth Deferral Account and/or Rollover Account reinstated upon reemployment by the Company or an Affiliated Company. However, if the previous distribution otherwise qualifies for a Rollover Contribution, the Participant may make a Rollover Contribution upon reemployment.

8.3 Allocation of Income or Loss on Unallocated Company Contributions; Company Contributions to Defray Plan Expenses . At the time Company Contributions are allocated to Plan Accounts, the income, gain or loss on unallocated Company Contributions, adjusted for any Plan expenses paid or accrued as of the end of the Plan Year preceding the actual allocation date (except for Plan expenses paid through Company Contributions pursuant to the following sentence), shall be allocated to those Participants eligible to receive an allocation of Profit Sharing Contribution or ESOP Contribution for such Plan Year, pro rata, according to each such Participant’s entitlement to such allocation. The Company may, in its discretion, (i) make a Plan Contribution at any time for the purpose of defraying Plan expenses, or (ii) use forfeitures of Matching Contribution Accounts, Profit Sharing Accounts, PSRP Profit Sharing Accounts and/or ESOP Accounts for the purpose of defraying Plan expenses. Such contribution and/or forfeitures shall be used to defray Plan expenses and shall not be allocated to Accounts of Participants.

8.4 Accounting Procedures . The Committee shall establish accounting procedures for the purpose of making the allocations, valuations and adjustments to Accounts provided for

in this Article VIII, as well as the implementation of investment direction by Participants pursuant to Section 3.8 and transfers between or distributions from subaccounts established pursuant to Section 3.8. From time to time the Committee may modify such accounting procedures for the purpose of achieving equitable, nondiscriminatory, and administratively feasible allocations among the Accounts in accordance with the general concepts of the Plan and the provisions of this Article VIII.

A Participant, Beneficiary or Alternate Payee shall have no contractual or other right to have a particular accounting procedure or convention apply, or continue to apply, and the Committee shall be free to alter any such procedure or convention without obligation to any Participant, Beneficiary or Alternate Payee, consistent with the requirements of Code Section 411(d)(6).

8.5 Suspended Participants . The Accounts of each Suspended Participant shall be held intact and shall be valued on each Valuation Date as provided in Section 3.9, but shall not receive any allocation of Company Contributions or forfeitures; provided, however, that if the Participant completes, during the Plan Year in which he becomes a Suspended Participant, 850 or more Hours of Service during such Plan Year, his Profit Sharing Account shall participate in the allocation of Company Contributions and forfeitures of Profit Sharing Contribution or ESOP Contribution for such Plan Year, if he otherwise would have been eligible for such an allocation or if such Suspended Participant’s employment terminated during such Plan Year as a result of death, retirement on or after the Normal Retirement Date, Disability or involuntary lay-off (other than for cause) as determined by the Committee in its sole discretion.

8.6 Accounting for Interest of an Alternate Payee . In the event an Alternate Payee is awarded an interest in the Plan benefits of a Participant pursuant to a qualified domestic relations order, as defined in Section 11.5, such interest shall be separated into one or more separate Accounts and accounted for under rules prescribed by the Committee, pending distribution to the Alternate Payee.

ARTICLE IX

OPERATION AND ADMINISTRATION OF THE PLAN;

VOTING AND OTHER RIGHTS OF COMPANY STOCK

9.1 Members . The Committee is the Science Applications International Corporation Retirement Plans Committee. The members of the Committee shall be appointed by the Board of Directors and shall hold office until resignation, death, removal by the Board of Directors or the date the member ceases to be an employee of the Company. A member of the Committee may resign by delivering a written notice of resignation to the Board of Directors. The Board of Directors may remove any member by delivering a certified copy of its resolution of removal to such member. Vacancies in the membership of the Committee shall be filled by the Board of Directors.

9.2 Committee Action . A majority of the members of the Committee as constituted at any time shall constitute a quorum, and any action by a majority of the members present at any meeting, or authorized by a majority of the members in writing without a meeting, shall constitute the action of the Committee and be binding upon the same as if all members had joined therein. A member of the Committee shall not vote or act upon any matter which relates solely to himself as a Participant. Any member or members of the Committee designated by the Committee may execute any certificate or other written direction on behalf of the Committee. The Trustee or any third person dealing with the Committee may conclusively rely upon any certificate or other written direction so signed until the Committee shall file with the Trustee a written revocation of the authorization of the designated members.

9.3 Rights and Duties .

(a) The Company shall be the Plan Administrator (as defined in Section 3(16)(A) of ERISA). The Company delegates its duties under the Plan to the Committee. The Committee shall act as the Fiduciary with respect to control and management of the Plan for purposes of ERISA on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not limited to, the following:

(i) To allocate fiduciary responsibilities (other than trustee responsibilities) among the named Fiduciaries and to designate one or more other persons to carry out fiduciary responsibilities (other than trustee responsibilities). The term “trustee responsibilities” as used herein shall have the meaning set forth in Section 405(c) of ERISA. The preceding provisions of this Section 9.3(a) shall not limit the authority of the Committee to appoint one or more Investment Managers in accordance with Section 9.3(b).

(ii) To designate agents to carry out responsibilities relating to the Plan, other than fiduciary responsibilities.

(iii) To employ such legal, actuarial, medical, accounting, clerical, administrative and ministerial and other assistance as it may deem appropriate in carrying out the provisions of this Plan, including one or more persons to render advice with regard to any responsibility any named Fiduciary or any other fiduciary may have under the Plan.

(iv) To establish rules and regulations from time to time for the conduct of the Committee’s business and the administration and effectuation of this Plan.

(v) To administer, interpret, construe and apply this Plan and the Plan’s claims procedure and to decide all questions which may arise or which may be raised under this Plan by any employee, Participant, former Participant, Beneficiary, Alternate Payee or other person whatsoever, including but not limited to all questions relating to eligibility to participate in the Plan, the amount of service of any Participant, and the amount of benefits to which any Participant or his Beneficiary may be entitled on or after the Effective Date hereof.

(vi) To determine the manner in which the assets of this Plan, or any part thereof, shall be distributed.

(vii) Subject to the restrictions hereunder, including the requirements of subsection 3.8(a)(i)(1), to select alternative investment options from which Participants may select from in determining investment of their Accounts, and to establish rules and procedures regarding such investment options.

(viii) To satisfy accounting, auditing, record keeping, insurance, bonding and reporting and disclosure requirements.

(ix) To establish claims procedures consistent with regulations of the Secretary of Labor for presentation of claims by Participants and Beneficiaries for Plan benefits, consideration of such claims, review of claim denials and issuance of a decision on review. Such claims procedures shall at a minimum consist of the following:

(1) The Committee shall notify Participants and, where appropriate, Beneficiaries of their right to claim benefits under the claims procedures, and may, if appropriate, make forms available for filing of such claims, and shall provide the name of the person or persons with whom such claims should be filed.

(2) The Committee shall establish procedures for action upon claims initially made and the communication of a decision to the claimant promptly and, in any event, not later than 90 days after the claim is received by the Committee, unless special circumstances require an extension of time for processing the claim. If an extension is required, written notice of the extension shall be furnished to the claimant prior to the end of the initial 90-day period, which notice shall indicate the reasons for the extension and the expected decision date. The extension shall not exceed 90 days. The claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within the period described in the three preceding sentences.

(3) Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for denial, (ii) specific references to any provisions of the Plan on which the denial is based, (iii) a description of any additional material or information necessary

for the claimant to perfect his claim with an explanation of why such material or information is necessary, and (iv) an explanation of the procedure for further reviewing the denial of the claim under the Plan, including a statement of the right of the claimant to bring an action under Section 502(a) of ERISA following an adverse benefit determination on review.

(4) The Committee shall establish a procedure for review of claim denials, such review to be undertaken by the Committee. The review given after denial of any claim shall be a full and fair review with the claimant or his duly authorized representative having 65 days after receipt of denial of his claim to request such review. Claimant shall have the right to submit documents, records, issues, comments and other information in writing which relates to the claim for benefits, all of which shall be taken into account regardless of whether it was submitted in the initial benefit determination. The claimant shall be provided upon request and at no charge reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.

(5) The Committee shall establish a procedure for issuance of a decision by the Committee not later than 60 days after receipt of a request for review from claimant unless special circumstances (i.e., such as the need to hold a hearing) require an extension of time for processing the claim. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 60-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review. In no event shall such extension exceed a period of 60 days from the end of the initial period. The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of the Plan on which the decision is based.

(6) Notwithstanding any other provision of this Plan, no person claiming any benefit under this Plan may commence any legal action in connection therewith until all of the claim and appeal procedures specified in this Section 9.3(a)(ix) have been commenced and completed. In addition, no action may be commenced with respect to or arising from any claim for benefits against the Plan (or the Committee, the Company or any of its or their agents) more than one hundred eighty (180) days after the Participant, Beneficiary or other individual, as the case may be (“Claimant”) is first given a written notice of the denial of his or her appeal by the Committee. Unless the Committee specifically determines otherwise, this period shall not be extended even if the Committee again considers the matter after the initial denial. This limitations period shall apply to all actions arising out of or relating to a claim for benefits including, but not limited to, any action under Section 502(a)(1)(B) of ERISA and any action under Section 502(a)(3) of ERISA to the extent said claim relates to the provision of benefits or rights under this Plan.

(x) To execute any amendment to the Plan which is necessary to maintain the qualification and tax exempt status of the Plan under the Code and ERISA, and any other amendments to the Plan which do not materially affect the financial obligation of the Company nor the level of benefits provided to Participants and Beneficiaries as stated in Section 10.1.

(xi) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate or convenient in the efficient administration of the Plan.

Any action taken in good faith by the Committee in the exercise of its authority conferred upon it by the Plan shall be conclusive and binding upon Participants and their Beneficiaries and any Alternate Payees.

(b) Subject to the restrictions hereunder, including the requirements of subsection 3.8(a)(i)(1), the Committee shall have the power to direct the Trustee in writing with respect to the investment of the Trust Fund or any part thereof. Where investment authority, management and control of the Trust Fund have been delegated to the Trustee by the Committee, the Trustee shall be the Fiduciary with respect to the investment, management and control of the Trust Fund with full discretion in the exercise of such investment, management and control. Except as otherwise provided by law, the Committee may appoint one or more Investment Managers, as defined in Section 3(38) of ERISA, to manage all or a portion of the assets of the Plan. An Investment Manager, when appointed, shall have full power to manage the assets of the Plan for which it has responsibility, and neither the Company nor the Committee shall thereafter have any responsibility for the management of those assets, except to the extent such power or responsibility shall have been reserved to the Company or Committee in the documents governing the relationship between or among the Plan, the Company and the Investment Manager. Where investment authority, management and control of Trust assets is not specifically delegated to the Trustee, the Trustee shall not be a Fiduciary with respect to the investment, management and control of Trust assets and shall be subject to the direction of the Committee or the Investment Managers appointed by the Committee, if any, regarding the investment, management and control of such assets, and in such case the Committee, or the Investment Managers, as the case may be, shall be the Fiduciary with respect to the investment, management and control of such assets.

(c) Each Fiduciary under the Plan and Trust shall be solely responsible for its own acts or omissions. Except to the extent required by ERISA or the Code, no Fiduciary shall have the duty to question whether any other Fiduciary is fulfilling any or all of the responsibilities imposed upon such other Fiduciary by ERISA or by any regulations or rulings issued thereunder. No Fiduciary shall have any liability for a breach of fiduciary responsibility of another Fiduciary with respect to the Plan or Trust unless he knowingly participates in such breach, knowingly undertakes to conceal such breach, has actual knowledge of such breach and fails to take reasonably remedial action to remedy said breach or, through his negligence in performing his own specific fiduciary responsibilities, has enabled such other Fiduciary to commit a breach of the latter’s fiduciary responsibilities.

9.4 Compensation, Bonding, Indemnity and Liability .

(a) Members of the Committee shall serve without compensation unless the Board of Directors shall otherwise determine. However, in no event shall any member of the Committee who is an Employee receive compensation from the Plan for his services as a member of the Committee. All members shall be reimbursed for any necessary or appropriate expenditures incurred in the discharge of duties as members of the Committee. The compensation or fees, as the case may be, of all officers, agents, counsel, the Trustee, or other

persons retained or employed by the Committee shall be fixed by the Committee. Members of the Committee and any delegates shall be bonded to the extent required by Section 412(a) of ERISA and the regulations thereunder. Bond premiums and all expenses of the Committee or of any delegate who is an employee of the Company shall be paid by the Company and the Company shall furnish the Committee and any such delegate with such clerical and other assistance as is necessary in the performance of their duties. The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. No expense or fee of the Committee for the administration of the Plan and services in relation thereto shall be paid from the Trust assets, other than those expenses related to investments as are charged against an investment alternative established pursuant to Section 3.9.

(b) To the extent permitted by law, the Company shall indemnify each member of the Board of Directors and the Committee, and any other Employee of the Company with duties under the Plan, against expenses (including any amount paid in settlement) reasonably incurred by him in connection with any claims against him by reason of his conduct in the performance of his duties under the Plan, except in relation to matters as to which he acted fraudulently or in bad faith in the performance of such duties. The preceding right of indemnification shall pass to the estate of such a person and shall be in addition to any other right to which the Board of Directors or Committee member or other person may be entitled as a matter of law or otherwise. The following additional provisions apply to the right of indemnification:

(i) The Company shall promptly pay all legal costs and expenses covered by this indemnification;

(ii) The Company’s indemnification obligation survives the termination of the Plan, the termination of employment of any indemnified party and the termination of an indemnified party’s fiduciary status under the Plan;

(iii) The Company’s indemnification obligation is not reduced as applied to acts or omissions occurring prior to any reduction in future indemnification rights nor prior to a date at least 90 days after notice of such indemnification reduction is given to the affected indemnified party, unless such party consents in writing;

(iv) The Company’s indemnification obligation exists until a final decision (by a court or arbitrator) is rendered to the effect that the individual acted fraudulently or in bad faith; in which case the indemnified party shall be obligated to repay all benefits provided under this Section 9.4;

(v) All related costs, claims and expenses, including those, if any, incurred in enforcing the indemnification provisions, are covered by this indemnification obligation.

9.5 Manner of Administration . The Committee shall have full discretion to construe and interpret the terms and provisions of the Plan and to make factual determinations with respect to the administration of the Plan, which interpretation, construction or determination shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary or Alternate Payee.

9.6 Duty of Care . In the exercise of the powers and duties of the Committee as Plan Administrator and Fiduciary with respect to control and management of the Plan, each member of the Committee shall use the care, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

9.7 Reliance Upon Documents and Opinions .

(a) The members of the Committee, the Board of Directors, the Company and any Employee of the Company delegated under the provisions hereof to carry out any fiduciary responsible under the Plan (“Delegated Fiduciary”), shall be entitled to rely upon any tables, valuations, computations, estimates, certificates and reports furnished by any consultant, or firm or corporation which employs one or more consultants, upon any opinions furnished by legal counsel, and upon any reports furnished by the Trustee. The members of the Committee, the Board of Directors, the Company and any Delegated Fiduciary shall not be liable in any manner whatsoever for anything done or action taken or suffered in reliance from any such consultant or firm or corporation which employs one or more consultants, trustee, or counsel.

(b) Any and all such things done or actions taken or suffered by the Committee, the Board of Directors, the Company and any Delegated Fiduciary shall be conclusive and binding on all Employees, Participants, Beneficiaries, Alternate Payees and any other persons whomsoever, except as otherwise provided by law.

(c) The Committee and any Delegated Fiduciary may, but are not required to, rely upon all records of the Company with respect to any matter or thing whatsoever, and may likewise treat those records as conclusive with respect to all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law.

9.8 Requirement of Proof . The Committee or the Company may, in its (or their) sole discretion, require satisfactory proof of any matter under this Plan from or with respect to any Employee, Participant, Beneficiary or Alternate Payee, and no benefits under this Plan need be paid until the required proof shall be furnished.

9.9 Voting and Other Rights of Company Stock and Leidos Stock .

(a) All voting rights of Company Stock and Leidos Stock held in the Trust Fund shall be exercised in accordance with the following provisions:

(i) Each Participant (which term shall include, for purposes of this Section 9.9, Beneficiaries and Alternate Payees having an interest in an Account or fund holding Company Stock or Leidos Stock) shall be given the opportunity to instruct the Trustee confidentially on a form prescribed and provided by the Committee as to how to vote those shares (including fractional shares) of Company Stock and Leidos Stock allocated to his Account(s) under the Plan (directly or indirectly through an interest in a Company Stock Fund or a Leidos Stock Fund) on the date immediately preceding the record date for the meeting of

shareholders of the Company or Leidos, as applicable. The Trustee shall not divulge to the Committee or the Company the instructions of any Participant. The Committee may require verification of the Trustee’s compliance with such confidential voting instructions by an independent auditor elected by the Committee.

(ii) All Participants entitled to direct such voting shall be notified by the Committee (or the Company, pursuant to its normal communications with shareholders) of each occasion for the exercise of these voting rights within a reasonable time (but not less than the time period that may be required by any applicable state or federal law) before these rights are to be exercised. The notification shall include all information distributed by the Company or by Gemini, as applicable, to other shareholders regarding the exercise of such rights.

(iii) The Participants shall be so entitled to direct the voting of fractional shares (or fractional rights to shares). However, the Committee may, to the extent possible, direct the Trustee to vote the combined fractional shares (or fractional rights to shares) so as to reflect the aggregate direction of all Participants giving directions with respect to fractional shares (or fractional rights to shares).

(iv) In the event that a Participant shall fail to direct the Trustee, in whole or in part, as to the exercise of voting rights arising under any Company Stock or Leidos Stock allocated to his Account, then these voting rights, together with voting rights as to shares of Company Stock or Leidos Stock which have not been allocated, shall be exercised by the Trustee in the same proportion as the number of Shares of Company Stock or Leidos Stock for which the Trustee has received direction in such matter (e.g., to vote for, against or abstain from voting on a proposal, or to grant or withhold authority to vote for a director or directors), and the Trustee shall have no discretion in such matter, except as may be required by applicable law.

(v) Except as provided in subsection (b) below, all rights (other than voting rights) of Company Stock and Leidos Stock held in the Trust Fund shall be exercised in the same manner and to the same extent as provided above with respect to the voting rights of the Company Stock and the Leidos Stock, subject to the rules prescribed by the Committee, which rules, among other matters, may prescribe that no action shall be taken with respect to shares as to which no direction is received from Participants. The Trustee shall have no discretion with respect to the exercise of any such rights, except as may be required by applicable law.

(vi) Neither the Committee nor the Trustee shall make any recommendation to any Participant regarding the exercise of the Participant’s voting rights or any other rights under the provisions of this Section 9.9, nor shall the Committee or Trustee make any recommendation as to whether any such rights should or should not be exercised by the Participant.

(b) All responses to tender and exchange for Company Stock or Leidos Stock offers shall be made in accordance with the following provisions:

(i) Each Participant shall be given the opportunity, to the extent that shares of Company Stock or Leidos Stock are allocated to his Account, to direct the Trustee in writing as to the manner in which to respond to a tender or exchange offer with respect to

Company Stock or Leidos Stock, and the Trustee shall respond in accordance with the instructions so received. The Trustee shall not divulge to the Committee or the Company the instructions of any Participant. The Committee shall utilize its best efforts to timely distribute or cause to be distributed to each Participant such information as will be distributed to shareholders of the Company in connection with any such tender or exchange offer, together with a form addressed to the Trustee requesting confidential instructions on whether or not such shares will be tendered or exchanged, including to the extent practicable, any materials distributed by Gemini to its shareholders generally. If the Trustee shall not receive timely direction from a Participant as to the manner in which to respond to such a tender or exchange offer, the Trustee shall not tender or exchange any shares of Company Stock or Leidos Stock with respect to which such Participant has the right of direction, and the Trustee shall have no discretion in such matter, except as may be required by applicable law.

(ii) Unallocated shares of Company Stock and Leidos Stock and shares of Company Stock and Leidos Stock held by the Trustee pending allocation to Participants’ Accounts shall be tendered or exchanged (or not tendered or exchanged) by the Trustee in the same proportion as shares with respect to which Participants have been given the opportunity to direct the Trustee pursuant to subsection (i) above are tendered or exchanged, and the Trustee shall have no discretion in such matter, except as may be required by applicable law.

9.10 Plan Expenses .

(a) Except as provided in subsection (b) below, all expenses incurred in the establishment, administration and operation of the Plan, including but not limited to the expenses incurred by the members of the Committee in exercising their duties, to the extent these expenses are not paid by the Company, shall be charged to the Trust Fund and accounted for pursuant to the provisions of Article VIII, unless paid by the Company.

(b) Costs or expenses which are particular to a specific asset or group of assets in the Trust Fund, such as interest and brokerage charges which are included in the cost of securities purchased by the Trustee (or charged to proceeds in the case of sales), as determined by the Committee, shall be charged or allocated in a fair and equitable manner to the Accounts, subaccounts or funds to which those assets are allocated pursuant to rules prescribed by the Committee.

9.11 Multiple Fiduciary Capacity . Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

9.12 Allocation of Fiduciary Responsibility .

(a) It is the intent of the Company to comply with Section 405(c) of ERISA and to have the limitation on liability set forth in Section 405(c)(2) of ERISA apply to the maximum extent allowed by law.

(b) Pursuant to Section 405(c) of ERISA, the authority to control and manage the operation and administration of the Plan is allocated to the Committee. Except to the extent expressly provided to the contrary in this Plan document, and the Trust Agreement, the responsibilities allocated to the Committee include:

(i) Responsibilities identified as Committee authority and powers in Section 9.3(a); and

(ii) Responsibilities identified elsewhere in this Plan document as applicable to the Committee.

(c) The Board of Directors is allocated the following responsibilities, acting with the advice and assistance of the Committee:

(i) Appointing the Trustee;

(ii) Appointing members of the Committee;

(iii) Performing those duties specifically allocated to it elsewhere in this Plan document.

(d) The Trustee shall have only those responsibilities which have been specifically allocated to it under this Plan document and related Trust Agreement, plus any “trustee responsibilities”, under Section 405(c) of ERISA, which may not legally be allocated to another person or Fiduciary. Any Investment Manager appointed pursuant to Section 9.3(b) may be granted exclusive authority and discretion to manage and control all or any portion of the assets of the Plan, subject to such limitations as may be provided in the documents governing the relationship between or among the Plan, the Company (if applicable) and the Trustee or Investment Manager.

9.13 Section 404(c) Provisions .

(a) This Plan is intended to constitute a plan described in Section 404(c) of ERISA and the regulations thereunder. As a result, with respect to elections described in the Plan and any other exercise of control by a Participant or Beneficiary over assets in the Participant’s Accounts, such Participant or Beneficiary shall be solely responsible for such actions, and neither the Trustee, the Committee, the Company, nor any other person or entity which is otherwise a Fiduciary shall be liable for any loss or liability which results from such Participant’s or Beneficiary’s exercise of control.

(b) The Committee shall provide to each Participant or his Beneficiary the information described in Section 2550.404(c)-1(b)(2)(i)(B)(1) of the Department of Labor Regulations. Upon request by a Participant or his Beneficiary, the Committee shall provide the information described in Section 2550.404c-1(b)(2)(i)(B)(2) of the Department of Labor Regulations.

(c) The Committee may take such other actions or implement such other procedures as it deems necessary or desirable in order that the Plan comply with Section 404(c) of ERISA, including but not limited to the designation of a “qualified default investment alternative,” as permitted by Department of Labor Regulations published pursuant to Section 404(c)(5) of ERISA.

ARTICLE X

PLAN AMENDMENT AND TERMINATION

10.1 Amendments . The Board of Directors in its sole discretion may at any time, and from time to time, amend the Plan. In addition, the Committee shall have the authority to execute any amendment to the Plan which is necessary to maintain the qualification and tax exempt status of the Plan under the Code and ERISA, and any other amendments to the Plan which do not materially affecting the financial obligation of the Company nor the level of benefits provided to Participants and Beneficiaries as noted in Section 9.3. Any amendment to the Plan shall be evidenced by an instrument in writing executed in the name of the Company by an officer or officers duly authorized to execute such instrument. Except as may be required to permit the Plan and Trust to meet the requirements for qualification and tax exemption under the Code, or the corresponding provisions of other or subsequent revenue laws or of ERISA, no amendment may be made which may:

(a) Cause any assets of the Trust Fund, at any time prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries, to be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries;

(b) Decrease the accrued benefit of any Participant or Beneficiary within the meaning of Section 411(d)(6) of the Code; and

10.2 Retroactive Amendments . The Plan may be amended prospectively or retroactively (as provided in Code Section 401(b)) to make the Plan conform to any provision of ERISA, any Code provisions dealing with tax qualified employees’ trusts, or any regulation under either.

10.3 Discontinuance of Plan .

(a) It is the Company’s expectation that the Plan and the payment of contributions hereunder will be continued indefinitely, but continuance of the Plan by the Company is not assumed as a contractual obligation, and the Company reserves the right to permanently discontinue contributions hereunder. In the event of the complete discontinuance of contributions by the Company, the entire interest of each Participant affected thereby shall immediately become 100% vested. The Company, the Board of Directors, the Committee, and the Employees, agents and shareholders of the Company shall not be liable for the payment of any benefits under the Plan and all benefits hereunder shall be payable solely from the assets of the Trust except as otherwise required by ERISA.

(b) The Board of Directors may terminate the Plan at any time. Upon complete termination or partial termination of the Plan, the entire interest of each of the affected Participants shall become 100% vested. The Trustee shall thereafter, upon direction of the Committee, distribute to the Participants the amounts in such Participant’s Accounts in the same manner as set forth in Article VI, subject, where appropriate, to Section 403(d)(1) of ERISA and regulations of the Secretary of Labor thereunder as may affect allocation of assets upon termination of such Plan.

10.4 Failure to Contribute . The failure of the Company to contribute to the Trust in any year, shall not, in and of itself, constitute a complete discontinuance of contributions to the Plan.

10.5 Merger or Consolidation .

(a) This Plan and its related Trust shall not in whole or in part merge or consolidate with, or transfer its assets or liabilities to any other plan or trust unless each affected Participant in this Plan would receive a benefit immediately after the merger, consolidation, or transfer (if the Plan then terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated).

(b) In the event of a consolidation, merger, sale, liquidation, or other transfer of the operating assets of the Company to any other company, the ultimate successor or successors to the business of the Company shall automatically be deemed to have elected to continue this Plan in full force and effect, in the same manner as if the Plan had been adopted by resolution of its board of directors, unless the successor(s), by resolution of its board of directors, shall elect not to so continue this Plan in effect, in which case the Plan shall automatically be deemed terminated as of the applicable effective date set forth in the board resolution.

(c) The Committee may, in its discretion, authorize a plan-to-plan transfer, provided such transfer will meet the requirements of Section 414(l) of the Code and that all other actions legally required are taken. In the event of a transfer of assets from the Plan pursuant to this subsection, any corresponding benefit liabilities shall also be transferred.

(d) In the event that assets are transferred to this Plan from another qualified plan in a plan-to-plan transfer, such assets will be accounted for separately to the extent required to preserve optional forms of benefit or other attributes of the transfer or plan as may be required by law or as may be determined by the Committee to be desirable.

10.6 Procedures on Termination .

(a) Upon termination of the Plan, the Committee shall determine whether to continue the Trust, to distribute the assets of the Trust to Participants, Beneficiaries and Alternate Payees, to transfer the assets in the Trust to another qualified plan maintained by the Company, or to take other action consistent with applicable law.

(b) The Trustee and the Committee shall continue to function as such for such period of time as may be necessary for the winding up of this Plan and for the making of distributions in accordance with the provisions of this Plan.

10.7 Partial Termination .

(a) In the event of a partial termination of the Plan within the meaning of Code Section 411(d)(3), the interest of affected Participants in the Trust Fund, as of the date of the partial termination, shall become nonforfeitable as of that date.

(b) That portion of the assets of the Plan affected by the partial termination shall be used exclusively for the benefit of the affected Participants and their Beneficiaries, and no part thereof shall otherwise be applied.

(c) With respect to Plan assets and Participants affected by a partial termination, the Committee and the Trustee shall follow the same procedures and take the same actions prescribed in this Article X in the case of a total termination of the Plan.

ARTICLE XI

MISCELLANEOUS

11.1 Contributions Not Recoverable . Except where contributions are required to be returned to the Company by the provisions of the Plan as permitted or required by ERISA or the Code, it shall be impossible for any part of the contributions made under the Plan to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Beneficiaries. Notwithstanding this or any other provision of the Plan, the Company shall be entitled to recover, and the Participants under the Plan shall have no interest in (i) any contributions made under the Plan by mistake of fact, so long as the contribution is returned within one year after payment and (ii) any contributions for which deduction is disallowed under Section 404 of the Code, so long as the contributions are returned to the Company within one year following such disallowance or as permitted or required by the Code or ERISA. In the event of such mistake of fact or disallowance of deductions, contributions shall be returned to the Company, subject to the limitations, if any, of Section 403(c) of ERISA.

11.2 Limitation on Participant’s Rights . Participation in the Plan shall not give any Employee the right to be retained as an Employee of the Company or any right or interest under the Plan other than as herein provided. The Company reserves the right to dismiss any Employee without any liability for any claim either against the Trustee, the Trust except to the extent provided in the Trust, or against the Company. All benefits under the Plan shall be provided solely from the assets of the Trust.

11.3 Receipt or Release . Any payment to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent hereof, be in full satisfaction of all claims against the Trustee, the Committee and the Company. The Trustee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

11.4 Alienation . Except as otherwise provided by law and as otherwise provided by Sections 11.5 and 11.6:

(a) The interest of any Participant, Beneficiary or Alternate Payee in the income, benefits, payments, claims or rights hereunder, or in the Trust Fund shall not in any event be subject to sale, assignment, hypothecation, or transfer. Each Participant, Beneficiary or Alternate Payee is prohibited from anticipating, encumbering, assigning, or in any manner alienating his interest under the Trust Fund, and is without power to do so, except as may otherwise be provided for in the Trust Agreement. The interest of any Participant, Beneficiary or Alternate Payee shall not be liable or subject to his debts, liabilities, or obligations, now contracted, or which may be subsequently contracted. The interest of any Participant, Beneficiary or Alternate Payee shall be free from all claims, liabilities, bankruptcy proceedings, or other legal process now or hereafter incurred or arising; and the interest or any part thereof, shall not be subject to any judgment rendered against the Participant, Beneficiary or Alternate Payee.

(b) In the event any person attempts to take any action contrary to this Article XI, that action shall be void and the Company, the Committee, the Trustee and all Participants, their Beneficiaries and Alternate Payees may disregard that action and are not in any manner bound thereby, and they, and each of them separately, shall suffer no liability for any disregard of that action, and shall be reimbursed on demand out of the Trust Fund for the amount of any loss, cost or expense incurred as a result of disregarding or of acting in disregard of that action.

(c) The preceding provisions of this Section 11.4 shall be interpreted and applied by the Committee in accordance with the requirements of Code Section 401(a)(13) as construed and interpreted by authoritative judicial and administrative rulings and regulations.

11.5 Nonconforming Distributions Under Court Order .

(a) The right to a benefit payable with respect to a Participant pursuant to a “qualified domestic relations order” (within the meaning of Section 414(p) of the Code) may be created, assigned or recognized. The Committee shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. In the event a qualified domestic relations order exists with respect to a benefit payable under the Plan, the benefits otherwise payable to a Participant or Beneficiary shall be payable to the Alternate Payee specified in the qualified domestic relations order.

(b) The Plan’s obligations to the Participant and each Alternate Payee shall be discharged to the extent of any payment made pursuant to such qualified domestic relations order.

(c) The reasonable expense of determining whether a domestic relations order satisfies the requirements of being a qualified domestic relations order shall be charged to the Account of the Participant; provided, however, that if a qualified domestic relations order so provides, such expense may, instead, be charged to the Alternate Payee’s share of the Participant’s Account or divided equally between the Participant and the Alternate Payee.

11.6 Authorized Participant Loans .

(a) Each Participant shall have the right, subject to prior approval by the Committee, to borrow from his Accounts. Application for a loan must be submitted by a Participant to the Committee according to the procedures established by the Committee. Approval shall be granted or denied in accordance with the rules established by the Committee to govern loans from the Plan, and the Committee shall have the power to modify such rules. Such rules are included in a separate document(s) and shall be considered a part of the Plan; provided, each rule and each loan shall be made only in accordance with the regulations and rulings of the Internal Revenue Service and Department of Labor and other applicable state or federal law. The Committee shall act in its sole discretion to ascertain whether the requirements of such regulations and rulings and the Plan loan rules have been met.

(b) Notwithstanding anything contained in the rules established by the Committee pursuant to Section 11.6(a), each loan shall, by its terms, satisfy each of the following requirements:

(i) The amount of the loan shall not exceed the lesser of:

(1) $50,000, reduced by the excess, if any, of a Participant’s highest outstanding balance of all loans from the Plan during the preceding 12 months over the outstanding balance of such loans on the loan date, or

(2) 50% of the value of the Participant’s Vested Interest in his Accounts, except that a Participant’s Survivor Annuity Subaccount shall not be included in determining such value. For purposes of this Section 11.6(b), the Participant’s Vested Interest and outstanding loan balances in all qualified employer plans (as such term is defined in Code Section 72(p)(4)) of the Company shall be aggregated to determine whether a loan shall be permissible hereunder and the maximum permissible amount thereof.

(ii) Each loan must be repaid within sixty (60) months (except that if the loan proceeds are being used to purchase the principal residence of a Participant, the Committee may, in its discretion, establish a term of up to 30 years for repayment).

(iii) Each loan must require substantially level amortization over the term of the loan, with payments not less frequently than quarterly (loan payments may be suspended during a Participant’s active military service, as provided in Section 414(u)(4) of the Code).

(iv) Each loan must be adequately secured, with the security to consist of the balance of the Participant’s Accounts other than the Survivor Annuity Subaccount. For this purpose, the amount of the security must be at least equal to the amount of the loan. A Participant’s Survivor Annuity Subaccount shall not constitute security for any loan made after January 1, 2006.

(1) In the case of any Participant who is an active Employee, automatic payroll deductions shall be required as additional security. To the extent a Participant’s loan is secured by the Participant’s Accounts, the investment gain or loss attributable to the loan shall not be included in the calculation or allocation of the increase or decrease in fair market value of the general assets of the Plan pursuant to Section 3.9. Instead, the entire gain or loss (including any gain or loss attributable to interest payments or default) shall be allocated to the Accounts of the Participant.

(2) In the case of any other Participant, the outstanding loan balance may at no time exceed 50% of the outstanding vested balance of the Participant’s Accounts; provided, however, that for any loan made after January 1, 2006, a Participant’s Survivor Annuity Subaccount shall not be included in a Participant’s Accounts for this purpose. If such limit is at any time exceeded, or if the Participant fails to make timely repayment, the loan will be treated as in default and become immediately payable in full, subject to rules established by the Committee.

(c) If the loan, or a loan from another qualified retirement plan maintained by the Company, is to be secured by some or all of the Participant’s Survivor Annuity Subaccount under the Plan, the Participant and his spouse, if any, must consent to the loan and the possible reduction in the Survivor Annuity Subaccount in the event of a setoff of the loan against the

Survivor Annuity Subaccount balances as a result of nonpayment of the loan. Such consent must be given in writing within a ninety day period before the Committee makes the loan. In the event the Participant defaults on the loan and Participant’s Survivor Annuity Subaccount is security for the loan, the Survivor Annuity Subaccount balances will not be used to satisfy the loan obligation prior to the earlier of the Participant’s termination of employment with the Company or an event resulting in a permissible distribution of his Survivor Annuity Subaccount under the Plan. In the event of default, the Company shall offset the amount owed by the Participant against any amounts owed by the Company to the Participant.

(d) In connection with the making of any loan to a Participant pursuant to the provisions of this Section 11.6, the Participant receiving such a loan may be required to execute such documents as may be required by the Committee and/or Trustee.

11.7 Lapsed Benefits .

(a) In the event that a benefit is payable under this Plan to a Participant or Beneficiary and after reasonable efforts such individual cannot be located for the purpose of paying the benefit after a reasonable time following the date payment would otherwise have been made, the benefit shall be forfeited and treated like other forfeitures pursuant to the provisions of Section 8.1. If the Participant or Beneficiary later makes a valid claim for the benefit, the claim shall be paid pursuant to directions by the Committee.

(b) For purposes of this Section 11.7, the term “Beneficiary” shall include any person entitled under Section 6.2 to receive the interest of a deceased Participant or deceased designated Beneficiary and shall also include an Alternate Payee. The Committee or its delegate is authorized to accept assets representing benefits payable to the following individuals: (i) the individual was a participant or beneficiary in a tax-qualified defined contribution plan, (ii) such plan has been terminated, (iii) at the time of the payment of benefits with respect to the termination of such plan, the sponsor of the plan was an Affiliated Company, and (iv) payment of benefits cannot be made to such individual because such individual cannot be located or has failed to consent to distribution. Any such individual shall be considered a “Beneficiary” solely for purposes of this Section 11.7.

(c) The Accounts of a Participant shall continue to be maintained until the amounts in the Accounts are paid to the Participant or his Beneficiary. In the event that the Plan is terminated and the Committee directs the Trustee to liquidate the Trust and distribute the assets of the Trust Fund, the following rules shall apply:

(i) All Participants and Beneficiaries (including Participants and Beneficiaries who have not previously claimed their benefits under the Plan) shall be notified of their right to receive a distribution of their interests in the Plan.

(ii) All Participants and Beneficiaries shall be given a reasonable length of time, which shall be specified in the notice, in which to claim their benefits.

(iii) All Participants (and their Beneficiaries) who do not claim their benefits within the designated time period shall be presumed to be dead. The Accounts of such Participants shall be forfeited at such time. These forfeitures shall be disposed of according to rules prescribed by the Committee, which rules shall be consistent with applicable law.

(iv) The Committee shall prescribe such rules as it may deem necessary or appropriate with respect to the notice, deposit or forfeiture rules stated above.

(d) Should it be determined that the preceding rules relating to forfeiture of benefits upon Plan termination are inconsistent with any of the provisions of the Code and/or ERISA, these provisions shall become inoperative without the need for a Plan amendment and the Committee shall prescribe rules that are consistent with the applicable provisions of the Code and/or ERISA.

11.8 Addresses . Each Participant shall be responsible for furnishing the Committee with his correct current address and the correct current name and address of his Beneficiary or Beneficiaries.

11.9 Notices and Communications .

(a) All applications, notices, designations, elections, and other communications (collectively referred to in this Section 11.9 as “communications”) from or to Participants, Beneficiaries and Alternate Payees shall be made in the manner prescribed by the Committee. The Committee may require or permit to be made by means of such written or electronic media as the Committee may prescribe.

(b) To the extent written communication is provided for by the Committee, an item shall be deemed to have been delivered and received by the Participant, Beneficiary or Alternate Payee when it is deposited in the United States mail with postage prepaid, addressed to the Participant, Beneficiary or Alternate Payee at his last address of record with the Committee.

(c) The Committee in its absolute discretion may accept or require communications given by facsimile, telex, telegram, telephone or any form of electronic communication that the Committee reasonably believes in good faith to be genuine. If the Committee chooses to accept one or more alternative methods of communication, the Company, any Affiliated Company, any Participant or Beneficiary or any other person providing communication to the Committee will be required to follow reasonable procedures adopted by the Committee for written confirmation. In addition, the Committee may record oral instructions. If any person providing communication to the Committee fails or refuses to comply with the Committee’s confirmation procedures, the Committee will be entitled to refuse to comply with such communications without incurring any liability for such refusal.

11.10 Governing Law . All legal questions pertaining to the Plan shall be determined in accordance with the provisions of ERISA and, to the extent not preempted by ERISA, the laws of the Commonwealth of Virginia; provided, however, that if any provision is susceptible to more than one interpretation, such interpretation shall be given thereto as is consistent with the Plan remaining qualified within the meaning of Section 401(a) of the Code. If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective. All contributions made hereunder shall be deemed to have been made in Virginia.

11.11 Interpretation . Article and Section headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the content of any Article or Section. Unless the context clearly indicates otherwise, masculine gender shall include the feminine, and the singular shall include the plural and the plural the singular.

11.12 Withholding For Taxes . Any payments out of the Trust Fund may be subject to withholding for taxes as may be required by any applicable federal or state law.

11.13 Limitation on Company, Committee and Trustee Liability . Any benefits payable under this Plan shall be paid or provided for solely from the Trust Fund and neither the Company, the Committee nor the Trustee assume any responsibility for the sufficiency of the assets of the Trust to provide the benefits payable hereunder.

11.14 Successors and Assigns . This Plan and the Trust established hereunder shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns.

11.15 Counterparts . This Plan document may be executed in any number of identical counterparts, each of which shall be deemed a complete original in itself and may be introduced in evidence or used for any other purpose without the production of any other counterparts.

11.16 Top-Heavy Plan Requirements .

(a) For any Plan Year for which the Plan is top-heavy, and despite any other provisions of the Plan to the contrary, the Plan will be subject to the provisions of this Section 11.16.

(b) Criteria . The Plan shall be top-heavy for any Plan Year if any of the following conditions exist:

(i) The Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of Plans.

(ii) The Plan is part of a Required Aggregation Group of plans, but not part of a Permissive Aggregation Group, and the Top-Heavy Ratio for the group of plans exceeds 60%.

(iii) The Plan is part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

(i) Determination Date : With respect to any Plan Year, (1) the Determination Date shall be the last day of the preceding Plan Year, or (2) in the case of the first Plan year of the Plan, the last day of such Plan Year.

(ii) Key Employee : Any Employee or former Employee (and the Beneficiaries of such Employees) who, pursuant to the rules of Code Section 416(i) and the Regulations thereunder, is or was:

(1) An officer of the Company having an annual Compensation greater than 50% of the dollar limitation under Code Section 415(b)(1)(A) (for Determination Dates on and after January 1, 2002, Compensation of greater than $130,000 (as adjusted under Code Section 416(i)(1)));

(2) For Determination Dates on or before December 31, 2001, one of the ten Employees having annual Compensation from the Company of more than the dollar limitation under Code Section 415(c)(1)(A), and owning (or considered as owning) under Code Section 318 the largest interest in the Company;

(3) A 5% Owner of the Company; or

(4) A 1% Owner of the Company having Annual Compensation from the Company of more than $150,000.

The determination period is the Plan Year containing the Determination Date and the four preceding Plan Years. Effective January 1, 2002, the five-year look-back period is reduced to a one-year period ending on the Determination Date, with the exception of any distribution made for a reason other than separation from service, death, or disability.

(iii) Permissive Aggregation Group : The Required Aggregation Group of plans plus any other plan or plans of the Company that, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410, and which are designated by the Company to constitute a Permissive Aggregation Group.

(iv) Required Aggregation Group : (1) Each plan of the Company in which a Key Employee is a Participant or was a Participant at any time during the Plan Year containing the Determination Date or any of the four preceding Plan Years (regardless of whether the Plan has terminated) and (2) any other qualified plan of the Company that enables a plan described in (1) to meet the requirements of Code Section 401(a)(4) or 410.

(v) Top Heavy Ratio :

(1) If the Company maintains one or more defined contribution plans (including any Simplified Employee Pension) and the Company has not maintained any defined benefit plan that during the five year period ending on the Determination Date has or has had accrued benefits, the Top Heavy Ratio for this Plan alone or for the Required Aggregation Group or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the Account balances of Key Employees as of the Determination Date (including any part of any account balance distributed in the five year period ending on the Determination Date), and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the five year period ending on the Determination Date), both computed in accordance with Code Section 416 and regulations thereunder. Both the numerator

and denominator of the Top Heavy Ratio are adjusted to reflect any contributions not actually made as of the Determination Date, but which is to be taken into account on that date under Code Section 416 and regulations thereunder.

(2) If the Company maintains one or more defined contribution plans (including any Simplified Employee Pension) and the Company maintains or has maintained one or more defined benefit plans that during the five year period ending on the Determination Date has or has had any accrued benefits, the Top Heavy Ratio for any Required or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of Account balances under the aggregated defined contribution plan or plans for all Key Employees determined in accordance with (1) above and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date, and the denominator of which is the sum of the Account balances under the aggregated defined contribution plan or plans for all Participants determined in accordance with (1) above, and the present value of accrued benefits under the defined benefit plan or plans for all Participants as of the Determination Date, all determined in accordance with Code Section 416 and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top Heavy Ratio are adjusted for any distribution of an accrued benefit made in the five year period ending on the Determination Date. Solely for the purpose of determining if the Plan, or any other plan included in a Required Aggregation Group is top heavy (within the meaning of Code Section 416(g)), the accrued benefit of an Employee other than a Key Employee shall be determined under (i) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Company and any Affiliated Companies or (ii) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C).

(3) For purposes of (1) and (2) above, the value of Account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the twelve month period ending on the Determination Date, except as provided in Code Section 416 and regulations thereunder for the first and second Plan Years of a defined benefit plan. The Account balances and accrued benefits of a Participant (A) who is not a Key Employee but who was a Key Employee in a prior year or (B) who has not been credited with at least one Hour of Service with any Company maintaining the Plan at any time during the five year period ending on the Determination Date will be disregarded. The calculation of the Top Heavy Ratio, and the extent to which distributions, rollovers and transfers are taken into account, will be made in accordance with Code Section 416 and regulations thereunder. Voluntary deductible contributions will not be taken into account in computing the Top Heavy Ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.

(4) For purposes of establishing the present value in order to compute the Top Heavy Ratio any benefit shall be discounted only for mortality and interest based on the interest rate that would be used as of the date of distribution by the Pension Benefit Guaranty Corporation to determine the present value of a lump sum distribution on plan termination.

(vi) Valuation Date : The date as of which Account balances or accrued benefits are valued for purposes of calculating the Top Heavy Ratio.

(d) Vesting Requirements . If the Plan is determined to be a top-heavy plan in any Plan Year, then a Participant’s rights to his Accounts derived from Company Contributions, determined as of the end of such Plan Year, shall vest in accordance with the following schedule, unless a more rapid vesting schedule is then in effect under the terms of the Plan:


Years of Vesting Service	Vesting Percentage
2		20	%
3		40	%
4		60	%
5		80	%
6 or more		100	%

If the Plan ceases to be a top-heavy plan in any Plan Year, then the vesting schedule set forth in Section 5.2 shall apply for such Plan Year with respect to any portion of a Participant’s Accounts that is forfeitable as of the beginning of such Plan Year; provided, however, that a Participant with three or more Years of Service shall be given the option of remaining under the vesting schedule set forth above.

(e) Minimum Contribution . If this Plan is top heavy in any Plan Year, the Company Contributions for such year for each “participant” (as defined for the purpose of providing mandatory minimum contributions under regulations) who is not a Key Employee shall not be less than three percent (3%) of such participant’s compensation. If, however, the Plan does not enable a defined benefit plan to meet the requirements of Section 401(a)(4) or 410, the Company Contributions shall not exceed that percentage of each participant’s compensation which is equal to the highest percentage of compensation at which Company Contributions are made for the Plan Year for any Key Employee (1) under the Plan or (2) if the Plan is part of an aggregation group, under any defined contribution plan in such group. For Plan Years beginning before January 1, 1989, for purposes of this Section 11.16(e), Company Contributions attributable to a salary reduction or similar arrangement and contributions made pursuant to Chapter 21 of Title II of the Social Security Act shall be disregarded. For Plan Years beginning after December 31, 1988, Company Contributions attributable to a salary reduction or similar arrangement made by Employees other than Key Employees shall not be taken into account under this Section 11.16(e). Effective January 1, 2002, Company Matching Contributions shall be taken into account in determining whether the minimum contribution requirement has been satisfied under Code Section 416(c)(2). Company Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the average contribution percentage test and other requirements of Section 401(m) of the Code.

11.17 Rule 16b-3 Provisions . The Committee may (but need not) adopt such rules and/or take such actions or implement such measures and/or limitations as it deems desirable in order to comply with 17 C.F.R. 140.16b-3, promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “SEC Section 16”). Neither the Company, the Board of

Directors, the Committee, the Trustee nor the Plan shall have any liability to any Participant in the event that any Participant has any liability under SEC Section 16 due to any rule so adopted, the failure to adopt any rule, any Plan provision (or lack thereof), and transaction in the Plan or otherwise.

11.18 Military Service . Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Section 414(u) of the Code.

11.19 Errors, Misstatements, and Payment of Interest . In the event of any misstatement, error, or omission of fact resulting in payment of benefits in an incorrect amount, the Committee shall promptly cause the amount of future payments to be corrected upon discovery of the facts, and shall pay, or authorize others to pay, the Participant or his Beneficiary any underpayment, in cash in a lump sum, or to recoup, or authorize others to proceed against the Participant or his Beneficiary for recovery of any such overpayment. Except as otherwise specifically provided herein, no interest or investment earnings shall be paid on the payment of any corrected amounts.

ARTICLE XII

ESOP FEATURE

12.1 ESOP Contributions .

(a) ESOP Establishment . This Article XII adds an ESOP Feature to the Plan, which ESOP Feature is both a stock bonus plan and an employee stock ownership plan intended to qualify under Sections 401(a) and 4975(e)(7) of the Code, and as such is designed to invest primarily in employer securities described in Section 409(l) of the Code. The ESOP Feature shall become effective (“ESOP Effective Date”) as of September 27, 2013. Up to 100% of the assets of the ESOP Fund shall be invested in Company Stock. An ESOP Contribution is any contribution to the Plan which the Company designates as such. ESOP Contributions shall be wholly invested in Company Stock, unless otherwise directed by the Company and except as provided otherwise due to an election under Section 12.2.

(b) Character of the Fund . The Company has provided for the establishment of the Company Stock Fund under the provisions of this Section 12.1 and other applicable provisions of the Plan with the intent that the Company Stock Fund, as distinguished from the investment alternatives established and maintained in the discretion of the Committee, constitute an employee stock ownership plan (ESOP) or fund, thereby qualifying the Plan as an “eligible individual account plan” as defined in Section 407(d)(3) of ERISA (“EIAP”). Pursuant to Section 404(b) of ERISA (which applies equally to all EIAPs, whether or not the ESOP component contains the additional provisions required in order to leverage the acquisition of employer stock or enjoy the benefit of certain special tax incentives), the Plan is exempt from, and the Company Stock Fund shall accordingly be maintained and administered without regard to (i) the general prohibition against investment of more than ten percent of plan assets in employer securities and (ii) the diversification requirement and prudence requirement to the extent that it requires diversification of Section 404(a)(1) of ERISA. Consequently, and in furtherance of such intent and the policy underlying the special treatment of such ESOPs and EIAPs under Section 404(b) of ERISA (including the perceived desirability of giving employees an ownership stake in the Company, with the attendant potential benefits as well as the risks), the Company Stock Fund shall at all times be invested exclusively in Company Stock except for such reserve invested in short-term fixed income investments or cash as shall be determined to be necessary or advisable for the purpose of maintaining appropriate liquidity in order to satisfy daily Participant exchange, transfer, withdrawal or distribution requests, as more fully provided in the Trust.

12.2 Diversification Election .

(a) Notwithstanding any other provision of the Plan following the ESOP Effective Date, any Participant who has attained age 55 and completed at least ten (10) years of participation in the Plan (a “Qualified Participant”) may elect to have up to 25% of the value in his ESOP Account invested in the funds referred to in Section 12.2(b). Any such Participant may make this election at least once during each Plan Year of his Qualified Election Period. During the sixth Plan Year in the Participant’s Qualified Election Period, the Participant may so direct the investment of up to 50% of the value of amounts in his ESOP Account. For this

purpose, the term “Qualified Election Period” shall mean the period beginning with the Plan Year in which the Participant becomes a Qualified Participant and ending upon the earlier of the Participant’s Termination of Employment or the sixth Plan Year following diversification eligibility. The percentage of amounts in a Participant’s ESOP Account for which he may make investment directions in a Plan Year shall be the “Allocable Portion” of such Participant’s Account at the time of the election under this Section 12.2.

(b) A Participant may elect to have the dollar value of the Allocable Portion of his ESOP Account, on the Valuation Date following the date on which the election is filed, invested by the Trustee in any investments available under the Plan (other than Company Stock) which are maintained by the Trustee and which conform to the requirements of Code Section 401(a)(28)(B). Such election, which shall be made pursuant to procedures established by the Committee, shall be in accordance with any notice, rulings, or regulations or other guidance issued by the Internal Revenue Service with respect to Code Section 401(a)(28)(B). Once such election is made, the Participant cannot subsequently direct that such Allocable Portion (or any income thereon) be re-invested in any portion of the ESOP Fund.

12.3 Dividends on Allocated Shares . As of and after the ESOP Effective Date, all cash dividends on Company Stock allocated to Participants’, Beneficiaries’ and Alternate Payees’ Accounts may, as determined by the Company consistent with Section 404(k) of the Code, be retained in the Participants,’ Beneficiaries’ and Alternate Payees’ Accounts, or be paid out to the Participant, Beneficiary or Alternate Payee. The Committee may determine how such dividends may be applied for any Plan Year up to the time when such dividends are finally allocated to the Accounts of Participants as of the last day of the Plan Year.

12.4 Valuation of Stock . Company Stock held in Participants,’ Beneficiaries’ and Alternate Payees’ Accounts shall be valued pursuant to Section 3.9(c).

12.5 Tender for Stock . All tender or exchange decisions with respect to Company Stock held by the Trustee shall be made only by Participants, Beneficiaries and Alternate Payees acting in their capacity as Named Fiduciaries with respect to both allocated and unallocated Shares in accordance with the provisions of Section 9.9(b).

12.6 Voting of Stock . All voting rights on Company Stock held by the Trustee shall be exercised by the Trustee in accordance with the provisions of Section 9.9(a).

12.7 Put Right . If, at the time of distribution, Company Stock distributed from the ESOP Fund is not readily tradable on an established market within the meaning of Section 409(h) of the Code and the Treasury Regulations thereunder, such Company Stock shall be subject to a put right in the hands of a Qualified Holder by which such Qualified Holder may sell all or any part of the Stock distributed to him by the ESOP Fund to the Trustee. For this purpose, the determination of whether such Company Stock is readily tradable on an established market shall be made consistent with the rules set forth in Section 3.9(c). Should the Trustee decline to purchase all or any part of the Company Stock put to it by the Qualified Holder, the Company shall purchase the Company Stock that the Trustee declines to purchase. The put right shall be subject to the following conditions:

(a) The term ‘Qualified Holder’ shall mean the Participant, Beneficiary or Alternate Payee receiving the distribution of such Company Stock, any other party to whom the Company Stock is transferred by gift or by reason of death, and also any trustee of an individual retirement account (as defined under Code Section 408) to which all or any portion of the distributed Company Stock is transferred pursuant to a tax-free ‘rollover’ transaction satisfying the requirements of Sections 402 and 408 of the Code.

(b) During the 60-day period following any distribution of such Company Stock, a Qualified Holder shall have the right to require the Company to purchase all or a portion of the distributed Company Stock held by the Qualified Holder. The purchase price to be paid for any such Stock shall be their fair market value determined (1) as of the Valuation Date coinciding with or next preceding the exercise of the put right under this Section 12.7 or, (2) in the case of a transaction between the Plan and a ‘disqualified person’ within the meaning of Section 4975(e)(2) of the Code or a ‘party in interest’ within the meaning of Section 3(14) of ERISA, as of the date of the transaction.

(c) If a Qualified Holder shall fail to exercise his put right under Section 12.7(b), the option right shall temporarily lapse upon the expiration of the 60-day period. As soon as practicable following the later of (1) the last day of the Plan Year in which the 60-day option period began, or (2) the expiration of the 60-day period, the Company shall notify the non-electing Qualified Holder (if he is then a shareholder of record) of the valuation of the Company Stock as of that date. During the 60-day period following receipt of such valuation notice, the Qualified Holder shall again have the right to require the Company to purchase all or any portion of the distributed Company Stock. The purchase price to be paid therefor shall be fair market value determined (1) as of the Valuation Date coinciding with or next preceding the exercise of the put right under this Section 12.7(c) or, (2) in the case of a transaction between the Plan and a ‘disqualified person’ within the meaning of Section 4975(e)(2) of the Code or a ‘party in interest’ within the meaning of Section 3(14) of ERISA, as of the date of the transaction.

(d) The foregoing put rights under Sections 12.7(b) and (c) hereof shall be effective solely against the Company and shall not obligate the Plan or Trust in any manner.

(e) In making the determination of fair market value, the Company shall apply the rules set forth in Section 3.9(c).

(f) The period during which the put right is exercisable does not include any time when a Qualified Holder is unable to exercise it because the Company is prohibited from honoring it by applicable Federal or State laws.

(g) Except as otherwise required or permitted by the Code, the put rights under this Section 12.7 shall satisfy the requirements of Sections 54.4975-7(b) and 54.4975-11(a)(7)(i) of the Treasury Regulations to the extent, if any, that such requirements apply to such put rights. Accordingly, the protections and rights described in this Section 12.7 are nonterminable. If the Trust holds or distributes Company Stock and the ESOP Feature is terminated, the protections and rights described in this Section 12.7 shall continue to exist. In addition, except as required by Code Section 409(h) and by Treasury Regulation Sections 54.4975-7(b)(9), (10), or as otherwise required by applicable law, no Company Stock may be

subject to a put, call or other option, or buy-sell or similar arrangement while held by, and when distributed from, the Plan, whether or not the Plan is an employee stock ownership plan, within the meaning of Code Section 4975(e)(7), at that time. Furthermore, the Plan shall not otherwise obligate itself to acquire Company Stock from a particular Qualified Holder at an indefinite time determined upon the happening of an event such as the death of the Qualified Holder.

(h) Unless otherwise expressly provided by the Committee, a Qualified Holder must exercise his put right in writing. If a Qualified Holder exercises his put right under this Section 12.7, payment for the Company Stock repurchased shall be made, in the case of a distribution of a Participant’s Account within one taxable year, in substantially equal annual payments over a period beginning not later than 30 days after the exercise of the put right and not exceeding five years (provided that adequate security and reasonable interest are provided with respect to unpaid amounts) or, in the case of other distributions, not later than 30 days after such exercise.

ARTICLE XIII

DEFINITIONS

13.1 Definitions . Whenever the following terms are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

“ Account” or “Accounts ” shall mean the accounts maintained by the Committee for each Participant that are credited with the amounts provided for herein. The following Accounts are maintained under this Plan: Plan Account, Roth Deferral Account, Matching Contribution Account, Rollover Account, Alternate Payee Account, Profit Sharing Account, Voluntary Account and In-Plan Roth Conversion Account. In addition, the following Accounts have been transferred from the Leidos Plan and, except for the ESRP Plan Account, are maintained under this Plan: ESRP Plan Account, TRASOP Account, CODA Account, PSRP Profit Sharing Account and ESOP Alternate Payee Account.

“ Additional Company Contribution ” shall mean a contribution by the Company pursuant to Section 3.1 or Section 3.4(d) that is intended to qualify as a qualified nonelective contribution pursuant to Code Section 401(k)(3)(D)(ii)(II).

“ Affiliated Company ” shall mean:

(a) Any corporation that is included in a controlled group of corporations, within the meaning of Code Section 414(b), that includes the Company;

(b) Any trade or business that is under common control with the Company within the meaning of Code Section 414(c);

(d) Any entity required to be included under Code Section 414(o).

“ Alternate Payee ” shall mean an individual awarded a portion of a Participant’s benefits under the Plan pursuant to a qualified domestic relations order, as defined in Code Section 414(p) and Section 11.5 of the Plan. Any limitation or condition imposed by the Plan upon a Participant or his rights hereunder shall, unless expressly indicated otherwise, also serve to limit or condition the rights of an Alternate Payee of the Participant’s Account(s).

“ Alternate Payee Account ” shall mean the account opened and maintained by the Committee for each Alternate Payee who is awarded an interest in a Participant’s benefits under the Plan pursuant to the provisions of Sections 8.6 and 11.5.

“ Anniversary Date ” shall mean the last day of each Plan Year.

“ Annual Addition ” shall mean the sum credited to a Participant’s Accounts for any Plan Year of (i) Company contributions, (ii) voluntary contributions, (iii) forfeitures, (iv) amounts credited to an individual medical account, as defined in Code Section 415(l)(2) which is part of a

“Defined Benefit Plan” maintained by the Company, and (v) amounts derived from contributions that are attributable to post-retirement medical benefits allocated to the separate account required with respect to a key employee (as defined in Section 11.16(c)) under a welfare benefit plan (as defined in Code Section 419(e)) maintained by the Company.

“ Applicable Valuation Date ” shall mean the most recent date on which the Trust Assets were valued in accordance with the rules of Article III.

“ Beneficiary ” or “ Beneficiaries ” means the person or persons designated in Section 6.2 to receive the interest of a deceased Participant.

“ Board of Directors ” shall mean the Board of Directors (or its delegate, to the extent the duties of the Board of Directors are delegated to such person) of Science Applications International Corporation (or its parent corporation) as it may from time to time be constituted.

“ Break in Service ” shall mean, with respect to an Employee, a computation period (determined under the definition of “Year of Service” in this Section 13.1), in which the Employee completes no more than 425 Hours of Service.

“ Catch-Up Contribution ” shall mean a contribution paid to the Trustee by the Company at the election of a Participant who has attained at least age 50 before the last day of the Plan Year and which is not reclassified as an Elective Deferral pursuant to definition of “Elective Deferrals” in this Section 13.1 for the Plan Year. An eligible Participant may elect to make a Catch-Up Contribution to be withheld from his Compensation by the Company in lieu of receiving such amount as current Compensation. Such amount shall be nonforfeitable when made. Catch-Up Contributions shall be made in accordance with, and subject to the limitations of, Code Section 414(v). Catch-Up Contributions shall not be taken into account for purposes of complying with the required limitations of Code Sections 402(g) and 415(c). The Plan shall not be treated as failing to satisfy the provisions of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such Catch-Up Contributions.

“ CODA Account ” shall mean the CODA Account formerly maintained under the Leidos Plan, which has been transferred to this Plan.

“ Code ” shall mean the Internal Revenue Code of 1986, as in effect on the date of execution of this Plan document and as thereafter amended from time to time.

“ Committee ” shall mean the Science Applications International Corporation Retirement Plans Committee or any successor thereof.

“ Company ” shall mean Science Applications international Corporation (or its parent corporation), or any successor thereof, if its successor shall adopt this Plan. In addition, unless the context indicates otherwise, as used in this Plan the term Company shall also mean and include any Affiliated Company (or other entity) that has been granted permission by the Board of Directors to participate in this Plan. This permission shall be granted upon such terms and conditions as the Board of Directors deems appropriate.

“ Company Contributions ” shall mean all amounts (whether in cash or other property, including Company Stock) paid by the Company into the Trust Fund established and maintained under the provisions of this Plan for the purpose of providing benefits for Participants and their Beneficiaries, and shall include Elective Deferrals, Qualified Matching Contributions, Additional Company Contributions, Company Matching Contributions, Catch-Up Contributions, Profit Sharing Contributions, ESOP Contributions, Voluntary Contributions and any Company Contributions to pay Plan expenses as provided in Section 8.3.

“ Company Matching Contributions ” shall mean an amount contributed to the Plan by the Company or by an Affiliated Company in accordance with Section 3.3 of the Plan.

“ Company Stock ” shall mean any security of the Company or the Company’s parent corporation designated as Company Stock by the Committee, including common stock of the Company, par value $0.0001 per share.

“ Company Stock Fund ” shall mean the fund within the Trust that holds Company Stock. The Company Stock Fund shall have a Common Stock Subaccount and Closed Stock Subaccount. The Closed Stock Subaccount contains common stock of the Company that prior to reclassification was Preferred Stock. Company Stock not contained in the Closed Stock Subaccount is contained in the Common Stock Subaccount.

“ Compensation ” shall mean:

(a) Annual Additions and Top-Heavy Status .

(i) For purposes of applying the limitation on Annual Additions pursuant to Article IV of the Plan and determining whether the Plan is top heavy under Section 11.16, “Compensation” shall include all of the following:

(1) An Employee’s wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Company to the extent that the amounts are includible in gross income including, but not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan, as described in Income Tax Regulations, Section 1.62-2(c);

(2) Amounts described in Code Sections 104(a)(3), 105(a) and 105(h), but only to the extent that these amounts are includible in the gross income of the Employee;

(3) Amounts paid or reimbursed by the Company for moving expenses incurred by an Employee, but only to the extent that at the time of payment it is reasonable to believe that these amounts are not deductible by the Employee under Code Section 217;

(4) The value of a nonqualified stock option granted to an Employee by the Company, but only to the extent that the value of the option is includible in the gross income of the Employee for the taxable year in which granted;

(5) The amount includible in the gross income of the Employee upon making the election described in Code Section 83(b); and

(6) Elective Deferrals under Code Section 402(g)(3), Catch-Up Contributions under Code Section 414(v), and amounts contributed under Code Sections 125 and 132(f) by the Company at the Employee’s election that are not included in the Employee’s gross income.

Subsections (a)(i)(1) and (a)(i)(2) above shall include foreign earned income as defined in Code Section 911(b), whether or not excludible from gross income under Code Section 911. Compensation described in subsection (a)(i)(1) above is to be determined without regard to the exclusions from gross income in Code Sections 931 and 933. Similar principles will be applied with respect to income subject to Code Sections 931 and 933 in determining Compensation described in subsection (a)(i)(2) above.

(ii) For purposes of this subsection (a), “Compensation” shall not include items such as:

(1) Company contributions to a plan of deferred compensation that are not includible in the Employee’s gross income for the taxable year in which contributed, or Company contributions under a simplified employee pension within the meaning of Code Section 408(k) to the extent such contributions are excludible from gross income by the Employee, or any distributions from a plan of deferred compensation; however, any amounts received by an Employee pursuant to an unfunded nonqualified plan of deferred compensation are permitted to be considered as Compensation for Code Section 415 purposes in the year the amounts are includible in the gross income of the Employee;

(2) Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(3) Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified or incentive stock option; and

(4) Other amounts that received special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee) or Company Contributions (whether or not under a salary reduction agreement) towards the purchase of an annuity described in Code Section 403(b) (whether or not the amounts are actually excludible from the gross income of the Employee).

(b) Highly Compensated Employees . For purposes of determining who is a Highly Compensated Employee, “Compensation” shall be “Compensation” as defined in subsection (a) above, but determined without regard to Code Sections 125, 132(f), 402(g)(3) and 402(h)(1)(B).

(c) Testing . For purposes of Section 3.1(e) and Section 3.3(c), “Compensation” shall mean the amount determined under subsection (a).

(d) Elective Deferrals and Catch-Up Contributions . For purposes of determining the amount that may be deferred as provided in Section 3.1 and the amount of the Company Matching Contributions under Section 3.3, “Compensation” shall mean the Participant’s salary or wages (as otherwise would be reflected in his regular payroll stub before reductions by amounts the Participant elects to defer pursuant to Section 3.1) plus one hundred percent (100%) of any cash bonuses paid to the Participant (or payable, but for an election by a Participant pursuant to Section 3.1) and exclusive of (i) any stock bonus regardless of whether it was fully vested when awarded and (ii) any taxable assignment allowances paid to any Employee who is on assignment away from normal work location(s) and entitled to receive one or more taxable allowances or adjustments to Compensation based on such assignment. For avoidance of doubt and without implying the inclusion in Compensation of any amount not included as Compensation under the preceding sentence, Compensation under this subsection (d) shall not include amounts reflecting reimbursed expenses or fringe benefits (including any amount relating to the grant or exercise of stock options, disposition of shares through exercise of options, payment of dividends on non-vested stock or payments representing dividends on stock units or stock rights, and any distributions from a plan of deferred compensation).

(e) Profit Sharing Contributions and ESOP Contributions . For purposes of determining the allocation of Profit Sharing Contributions and ESOP Contributions pursuant to Section 3.4 and forfeitures of Profit Sharing Contributions and ESOP Contributions pursuant to Section 8.1, “Compensation” shall mean the amount of compensation paid by the Company during a calendar year by reason of services performed by an Employee reflected as “wages, tips, other compensation” on the Employee’s Form(s) W-2 for such year; plus

(i) Elective Deferrals under Code Section 402(g)(3), Catch-Up Contributions under Code Section 414(v), and amounts contributed under Code Sections 125 and 132(f) by the Company at the Employee’s election that are not included in the Employee’s gross income; plus

(ii) Any Compensation which, but for Code Section 3401(a)(8)(A) (dealing with the Code Section 911 exclusion and income subject to foreign withholding) would be required to be reflected as “wages, tips, other compensation” on the Employee’s Form(s) W-2; less

(iii) Any Compensation paid by reason of services performed during any period in which the Employee is not a Participant under this Plan or is not an Eligible Employee; overtime pay (which shall be deemed to include base pay and premium pay for time worked in excess of a normal day or week); bonuses; commissions; and amounts reflecting reimbursed expenses or fringe benefits (including any amount relating to the grant or exercise of stock options, disposition of shares through exercise of options, payment of dividends on non-vested stock, payments representing dividends or dividend equivalents on stock units or stock rights, and any distributions from a plan of deferred compensation) which have been included as “wages, tips, compensation” on the Employee’s Form(s) W-2.

(iv) Notwithstanding the foregoing, for purposes of determining the allocation of Profit Sharing Contributions and ESOP Contributions pursuant to Section 3.4 and forfeitures pursuant to Section 8.1 with respect to any Employee who is on assignment away from the normal work location(s) and entitled to receive one or more taxable allowances or adjustments to Compensation based on such assignment, “Compensation” shall mean the amount of Compensation paid by the Company during a calendar year by reason of services performed by such Employee which constitutes base salary (including comprehensive leave, vacation and holiday pay) less any amounts deferred pursuant to an Employee’s election under Section 3.1 and unadjusted for any taxable assignment allowances.

(f) Compensation Limit . For the 2013 Plan Year, the amount considered as Compensation for any purpose hereunder shall be limited to $255,000, and as adjusted thereafter at the same time and in the same manner as under Section 401(a)(17) and 415(d) of the Code.

(g) “Compensation” for all purposes of subsections (a) through (h) of this definition of “Compensation” shall be determined according to amounts paid upon the payroll dates occurring during the Plan Year.

(h) “Compensation” for all purposes of subsections (a) through (h) of this definition of “Compensation” shall include amounts paid following the date an individual ceases to be an Employee if and only if (i) such amounts would have been included in the definition of Compensation had such amounts been paid while the individual remained an employee, and (ii) such amounts are paid not later than 2 ¹ ⁄ ₂ months after the date the individual ceases to be an Employee.

“ Compensation Committee ” shall mean the subcommittee of the Board of Directors with specified authority regarding Plan matters.

“ Delegated Fiduciary ” shall have the meaning set forth in Section 9.7(a).

“ Disability ” or “ Disabled ” shall mean the status of disability determined conclusively by the Committee based on certification of disability by the Social Security Administration, effective upon receipt of such certification by the Committee.

“ Distributable Benefit ” shall mean the Vested Interest of a Participant in this Plan that is determined and distributable to him in accordance with the provisions of Article VI and which shall include his Vested Interest in his Plan Account, Roth Deferral Account, Matching Contribution Account, Profit Sharing Account, Voluntary Account, Rollover Account, ESOP Account, TRASOP Account, CODA Account and PSRP Profit Sharing Account, if any. In the case of an Alternate Payee, the Distributable Benefit shall mean the Vested Interest in the Alternate Payee Account and ESOP Alternate Payee Account, if any.

“ Effective Date ” shall mean the original effective date of this Plan, September 27, 2013. The effective date of any prior or subsequent amendments or restatements is the date specified therein or in any accompanying resolutions adopting such amendment. The rights of an Employee who has terminated employment shall be governed by the terms of the Plan in effect at the time of such termination, unless otherwise specified in any subsequent amendment.

“ Elective Deferrals ” shall mean contributions paid over by the Company to the Trustee at the election of a Participant in lieu of cash Compensation pursuant to Section 3.1. Except as otherwise provided in the following sentence, no amount that was designated or treated at the time of deferral or contribution as a Catch-Up Contribution shall be treated as an Elective Deferral. If a Participant’s Elective Deferrals for a Plan Year are less than both the dollar limitation of Code Section 402(g) and the percentage limitation of Plan Section 3.1(a), then all or part of the Participant’s Catch-Up Contribution shall be reclassified as an Elective Deferral to the extent of the unused dollar limitation or percentage limitation, whichever limit applies first, and shall be allocated to pre-tax Elective Deferrals and Roth Deferrals on a pro rata basis based on the Participant’s deferral election in effect at the time such Catch-Up Contribution is reclassified.

“ Eligible Employee ” shall include any Employee except as follows:

(a) Any Employee who is covered by a collective bargaining agreement to which the Company or an Affiliated Company is a party if there is evidence that retirement benefits were the subject of good faith bargaining between the Company (or an Affiliated Company) and the collective bargaining representative, unless the collective bargaining agreement provides for coverage under this Plan.

(b) Any Employee of an Affiliated Company who has not been granted permission by the Board of Directors to participate in this Plan. A list of Affiliated Companies that have, with the permission of the Board of Directors, adopted the Plan is attached hereto as an appendix; such appendix sets forth the limitations or restrictions on participation (if any) that are specific to the Employees of an Affiliated Company.

(c) Any Employee who is a nonresident alien and who receives no earned income (within the meaning of Code Section 911(d)(2)) from the Company which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)), unless the Employee is within a group or classification of nonresident alien Employees designated as eligible to participate in the Plan by the Board of Directors or its delegate.

(d) Any Employee who is a Leased Employee.

(e) Any individual who is not classified for the relevant eligibility period by the Company or Affiliated Company on its payroll records as an employee of the Company or Affiliated Company under Code Section 3121(d) (including, but not limited to an individual classified by the Company or Affiliated Company as an independent contractor, a non-employee consultant or as an employee of an entity other than the Company or Affiliated Company), even if such classification is determined to be erroneous, or is retroactively revised by a governmental agency, by court order or as a result of litigation, by the Company or otherwise. In the event the classification of an individual who was excluded from the definition of Eligible Employee under the preceding sentence is determined to be erroneous or is retroactively revised, the individual shall nonetheless continue to be excluded from treatment as an Eligible Employee for all periods prior to the date the Company determines that its classification of the individual was erroneous or should be revised or is otherwise required to revise such classification.

“ Eligible Participant ” shall have the meaning set forth in Section 3.4(c).

“ Employee ” shall mean each person currently employed as a common law employee of the Company or Affiliated Company. For services performed after December 31, 1986 for purposes of determining the number or identity of Highly Compensated Employees and for purposes of the requirements of Code Sections 414(n)(3)(A) and (B), the term “Employee” shall include any person who is a Leased Employee unless (i) such Leased Employees constitute less than 20% of the Company’s nonhighly compensated workforce within the meaning of Code Section 414(n)(5)(C)(ii) and (ii) such person is covered by a plan meeting the requirements of Code Section 414(n)(5)(B).

“ Employment Commencement Date ” shall mean each of the following:

(a) For New Employees . The date on which an Employee first performs an Hour of Service in any capacity for the Company or an Affiliated Company with respect to which the Employee is compensated or is entitled to compensation by the Company or the Affiliated Company.

(b) For Rehired Employees . In the case of an Employee whose employment is terminated and who is subsequently reemployed by the Company or an Affiliated Company, the term “Employment Commencement Date” shall mean one of the following:

(i) for an Employee reemployed before incurring a Break in Service, the day on which the Employee first performed an Hour of Service for the Company or an Affiliated Company with respect to which the Employee is compensated or entitled to compensation by the Company or the Affiliated Company; or

(ii) for an Employee reemployed following a Break in Service of one year or more, the first day following the termination of employment on which the Employee performs an Hour of Service for the Company or an Affiliated Company with respect to which he is compensated or entitled to compensation by the Company or Affiliated Company.

(c) Affiliated Company Employees . Unless the Board of Directors or its delegate shall expressly determine otherwise, an Employee shall not, for the purposes of determining his Employment Commencement Date, be deemed to have commenced employment with an Affiliated Company prior to the effective date on which the entity became an Affiliated Company.

“ Entry Date ” shall mean January 1, April 1, July 1 and October 1 of each Plan Year.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ESOP Alternate Payee Account ” shall mean the Alternate Payee Account formerly maintained under the ESRP, which has been transferred to this Plan.

“ ESOP Account ” shall mean that portion of the Accounts of a Participant, Beneficiary or Alternate Payee which is invested in Company Stock.

“ ESOP Contribution ” shall mean all amounts, whether in cash or other property, including Company Stock, paid by the Company into the Trust Fund as ESOP Contributions in accordance with the provisions of Section 3.4.

“ ESOP Feature ” shall mean that portion of the Plan consisting of an employee stock ownership plan intended to satisfy the requirements of Section 4975(e)(7) of the Code, as set forth in Article XII of the Plan.

“ ESOP Fund ” shall mean that portion of the Plan which consists of Company Stock, and any income thereon. The ESOP Fund shall include all Company Stock contributed to or held under the Plan. The non-ESOP portion of the Plan shall consist of any assets of the Plan not maintained under the ESOP Fund.

“ ESRP Plan Account ” shall mean the Plan Account formerly maintained under the ESRP, which has been transferred to this Plan. Amounts credited to a Participant’s ESRP Plan Account as of the time of the transfer to this Plan shall be credited to the Participant’s ESOP Account in this Plan to the extent invested in Company Stock and shall otherwise be credited to the Participant’s Profit Sharing Account in this Plan.

“ Excess Plan ” shall mean the Science Applications International Corporation 401(k) Excess Deferral Plan.

“ Fiduciary ” shall mean all persons defined in Section 3(21) of ERISA associated in any manner with the control, management, operation, and administration of the Plan or the assets of the Plan, and such term shall be construed as including the term “Named Fiduciary” with respect to those Fiduciaries named in the Plan or who are identified as Fiduciaries pursuant to procedures specified in the Plan.

“ 5% Owner ” shall mean an individual who owns (or is considered as owning, within the meaning of Code Section 318) more than 5% of the outstanding stock of the Company or stock possessing more than 5% of the total combined voting power of all stock of the Company.

“ Fringe Rate Group ” shall mean the members of an operating group, a division, a subsidiary or another business unit of the Company and the Affiliated Companies, including but not limited to employees of a business unit working under the terms of a specific contract(s) with a client or customer of the Company, as designated by the Company in its sole discretion.

“ Highly Compensated Employee ” shall mean, with respect to Plan Years beginning after December 31, 1996 any Employee who:

(a) was at any time a 5% Owner during the Plan Year or the preceding Plan Year or;

(b) for the preceding Plan Year

(i) had Compensation in excess of $115,000 as adjusted pursuant to Section 415(d) of the Code, and;

(ii) was in the ‘top-paid group’ of Employees for such preceding Plan Year.

For purposes of this definition, the “top paid group” shall be the group consisting of the top 20 percent of the Employees when ranked on the basis of Compensation paid during such Plan Year.

Highly Compensated Employees shall also include any former Employee who was an active Highly Compensated Employee for either (1) the year in which he separated from service, or (2) at any time after such Employee’s fifty fifth birthday.

“ Hour of Service ”

(a) “Hour of Service” of an Employee shall mean the following:

(i) Each hour for which the Employee is paid by the Company or an Affiliated Company (while it is an Affiliated Company) or entitled to payment for the performance of services as an Employee. An Employee will not be considered as being entitled to payment, for purposes of determining the computation period to which hours are to be credited, until the date the Company or Affiliated Company, as applicable, would normally make payment to the Employee for such hour based on normal payroll practices.

(ii) Each hour in or attributable to a period of time during which the Employee performs no duties (irrespective of whether he has terminated his Employment) due to a vacation, holiday, illness, incapacity (including pregnancy or disability), layoff, jury duty, military duty or a leave of absence, for which he is so paid or so entitled to payment, whether direct or indirect. However, no such hours shall be credited to an Employee if such Employee is directly or indirectly paid or entitled to payment for such hours and if such payment or entitlement is made or due under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment compensation or disability insurance laws or is a payment which solely reimburses the Employee for medical or medically related expenses incurred by him.

(iii) Each hour for which an Employee is entitled to back pay, irrespective of mitigation of damages, whether awarded or agreed to by the Company or an Affiliated Company, provided that such Employee has not previously been credited with an Hour of Service with respect to such hour under subsections (a)(i) or (a)(ii) above.

(iv) The term “Hour of Service” shall also include periods during which an Employee who was on an authorized noncompensated leave of absence as of December 31, 1987 from Leidos, an affiliated company or a predecessor continues on such authorized noncompensated leave of absence provided the Employee returns to the employ of the Company or an Affiliated Company immediately upon the termination of such leave of absence and provided that, for purposes of Section 5.1 (relating to vesting) no hours shall be credited pursuant to this subsection (a)(iv) until the Employee completes 850 Hours of Service (excluding any additional leaves of absence) in the twelve month period beginning with the Employee’s Employment Commencement Date immediately following such leave of absence.

(v) The term “Hour of Service” shall also include (for those purposes designated by the applicable officer specified below) hours credited to an Employee for service with a predecessor employer provided that such service has been approved by the President, Chief Operating Officer or Executive Vice President for Human Resources of the Company for recognition under this Plan, which approval shall apply on a nondiscriminatory basis to all Employees with service during the recognition period for such predecessor employer as calculated according to Committee rules.

(vi) For service performed for Leidos, an affiliated company, a predecessor thereof or the Company on or after September 1, 2007, any Employee classified by the Company as exempt from a requirement of overtime pay under applicable wage and hours laws shall be credited with Hours of Service (x) for such Employees not paid according to a semi-monthly payroll period, according to the 45 hour per week equivalency method set forth on Department of Labor Regulation Section 2530.200-3(e)(ii), or (y) for such Employees paid according to a semi-monthly payroll period, according to the 95 hour per semi-monthly payroll period equivalency method set forth on Department of Labor Regulation Section 2530.200-3(e)(iii). Thus, regardless of the actual hours worked by such an Employee, the Employee shall be credited (as applicable) with either 45 Hours of Service for any week in which the Employee would otherwise be required to be credited with at least one Hour of Service (90 hours for each two-week payroll period), or 95 Hours of Service for any semi-monthly payroll period in which the Employee would otherwise be required to be credited with at least one Hour of Service. Employees not classified by the Company as exempt under wage and hour law shall not be subject to this subsection (a)(vi).

(b) Hours of Service under subsections (a)(ii), (a)(iii), and (a)(iv) shall be calculated in accordance with Department of Labor Regulation 29 C.F.R. Section 2530.200b 2(b). Hours of Service shall be credited to the appropriate computation period according to the Department of Labor Regulation 29 C.F.R. Section 2530.200b 2(c).

(c) In the event that an Employee receives credit for Hours of Service for a period during which no duties are performed (including sick leave, jury duty, vacations or other paid non-work periods), the Employee shall be deemed to have completed Hours of Service for each day or portion thereof during that period on the basis of what he would have been credited if he had worked his normal work schedule during such non-work period.

(d) To the extent not otherwise credited under this definition, Hours of Service determined with respect to a Maternity or Paternity Absence shall be credited as follows: the Employee shall be credited (solely for purposes of determining whether a Break in Service has occurred) with those Hours of Service that otherwise would normally have been credited to such Employee but for such absence, except that (i) the total number of Hours of Service so credited shall not exceed 426 and (ii) such Hours of Service shall be credited as Hours of Service in the Plan Year in which the absence from work commences only if the Employee would be prevented from incurring a Break in Service in such Plan Year solely by virtue of such crediting, and shall otherwise be credited in the Plan Year immediately following the Plan Year in which the absence from work commences.

“ In-Plan Roth Conversion ” shall mean an amount (not to exceed the amount specified in Section 3.6(b)) that qualifies as an ‘eligible rollover distribution’ (as such term is defined in Section 6.6) and that a Participant elects to have credited to his or her ‘In-Plan Roth Conversion Account’ pursuant to Section 3.6(b). An In-Plan Roth Conversion shall be subject to the taxation and other rules set forth in Section 402(A)(c)(4) of the Code. No amounts credited to, or attributable to, a Participant’s Roth Deferral Account are eligible for an In-Plan Roth Conversion.

“ In-Plan Roth Conversion Account ” shall mean the portion of any Account maintained for a Participant that is credited with the Participant’s In-Plan Roth Conversion pursuant to Section 3.6(b). Any amounts credited to an In-Plan Roth Conversion Account cannot subsequently be transferred out of the In-Plan Roth Conversion Account. A Participant’s In-Plan Roth Conversion Account shall continue to be part of the Account from which the In-Plan Roth Conversion Account was created.

By way of example, if a Participant converts a portion of his Rollover Account to an In-Plan Roth Conversion Account, both the portion converted and the portion not converted remain credited to the Rollover Account.

“ Investment Manager ” shall mean the one or more Investment Managers, if any, appointed pursuant to Section 9.3(b).

“ Leased Employee ” shall mean any person other than an Employee, who pursuant to an agreement between the Company and a “leasing organization” has performed services for the Company (or for the Company and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services were performed under the primary direction or control of the Company in accordance with Code Section 414(n)(2)(C). A Leased Employee shall not be considered an Employee of the Company if:

(a) the Leased Employee is covered by a money purchase pension plan providing:

(i) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Code Section 415(c)(3), but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee’s gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b);

(ii) immediate participation; and

(iii) full and immediate vesting; and

(b) Leased Employees do not constitute more than 20 percent of the Non-Highly Compensated Employees of the Company.

“ Leidos Account ” shall mean an Account maintained in respect of a Participant under the Leidos Plan as of September 27, 2013 that was transferred to the Plan.

“ Leidos Participant ” shall mean a Participant in this Plan whose Accounts are transferred to this Plan from the Leidos Plan at the time of the spin-off of the Plan from the Leidos Plan.

“ Leidos Stock ” shall mean the common stock of Leidos Holdings, Inc., a Delaware corporation, par value $0.0001 per share.

“ Leidos Stock Fund ” shall mean the fund within the Trust that holds Leidos Stock. The Leidos Stock Fund shall have a Common Stock Subaccount and Closed Stock Subaccount. The Closed Stock Subaccount contains common stock of Leidos Holdings that prior to reclassification was preferred stock of Leidos Holdings. Leidos Stock not contained in the Closed Stock Subaccount is contained in the Common Stock Subaccount.

“ Limitation Year ” shall mean the calendar year.

“ Match Eligible Compensation ” shall mean the Compensation paid while in a Fringe Rate Group that is eligible for Company Matching Contributions.

“ Matching Contribution Account ” shall mean the account opened and maintained by the Committee for a Participant who is or has been allocated Company Matching Contributions.

“ Maternity or Paternity Absence ” shall mean an absence from work for any period by reason of (a) an Employee’s pregnancy, (b) the birth of a child of such Employee, (c) the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) the caring for a natural or adopted child for a period beginning immediately following such birth or placement.

“ Non-Highly Compensated Employee ” shall mean an Employee who is not a Highly Compensated Employee.

“ Normal Retirement ” shall mean a Participant’s termination of employment with the Company as a result of such Participant attaining his Normal Retirement Date.

“ Normal Retirement Date ” shall be the day on which a Participant attains age 59 ¹ ⁄ ₂ ; provided, however, that if a Participant continues to be employed by the Company beyond the age of 59 ¹ ⁄ ₂ , then the date on which the Participant’s employment with the Company terminates shall be referred to as the Participant’s Normal Retirement Date.

“ Participant ” shall mean any Eligible Employee who has satisfied the eligibility requirements set forth in Section 2.1 and has been enrolled in this Plan in accordance with the provisions of Section 2.2.

“ Participation Commencement Date ” shall mean the day on which an Employee’s participation in this Plan commences in accordance with Section 2.2.

“ Plan ” shall mean the Leidos Retirement Plan (formerly referred to as the Science Applications International Corporation Retirement Plan) herein set forth, and as it may be amended from time to time.

“ Plan Account ” shall mean the account opened and maintained by the Committee for each Participant for purposes of holding and accounting for Company Contributions representing Elective Deferrals, Qualified Matching Contributions, Catch-Up Contributions or Additional Company Contributions held in the Plan Accounts and allocated to Participants.

“ Plan Administrator ” shall mean the administrator of the Plan, within the meaning of Section 3(16)(A) of ERISA. The Plan Administrator shall be the Company.

“ Plan Year ” shall mean the calendar year.

“ Preferred Stock ” shall mean preferred stock of the Company (or its parent corporation) convertible into Company Stock in accordance with the rules set forth in Section 409(l) of the Code.

“ Profit Sharing Account ” shall mean the account opened and maintained by the Committee for each Participant in the Plan who is or has been allocated separately Profit Sharing Contributions or ESOP Contributions. If applicable, the Profit Sharing Account shall be subdivided into subaccounts to reflect separately the Survivor Annuity Subaccount and all other profit sharing allocations. Furthermore, any such other subaccounts as are necessary or appropriate for the operation of the Plan may be established by the Committee.

“ Profit Sharing Contribution ” shall mean all amounts, whether in cash or other property, including Company Stock, paid by the Company into the Trust Fund as Profit Sharing Contributions in accordance with the provisions of Section 3.4.

“ PSRP Profit Sharing Account ” shall mean the Profit Sharing Account formerly transferred from the PSRP to the ESRP and subsequently maintained under the ESRP, which has now been transferred to this Plan.

“ Qualified Matching Contribution ” shall mean a contribution made on account of a Participant’s Elective Deferrals pursuant to Section 3.1 and which is intended to qualify as a matching contribution pursuant to Code Section 401(k)(3)(D)(ii)(I) and which is designated by the Committee to be included in the deferral percentage unless and to the extent designated by the Committee to be included, instead, in the contribution percentage.

“ Required Payment Commencement Date ” in the case of a Participant other than a 5% Owner, shall be the sixtieth day after the close of the latest Plan Year in which occurs:

(a) The Participant’s Normal Retirement Date;

(b) The tenth anniversary of the date the Participant commenced participation in the Plan; or

(c) The Participant’s termination of employment with the Company or an Affiliated Company, unless a Participant elects, pursuant to procedures established by the Committee (which procedures may provide that no affirmative election is treated as an election to defer distribution), to defer distribution until no later than April 1 following the calendar year in which the Participant attains age 70 ¹ ⁄ ₂ .

In the case of a 5% Owner, the Required Payment Commencement Date shall be April 1 following the calendar year in which the Participant attains age 70 ¹ ⁄ ₂ , whether or not the Participant has retired. If a Participant becomes a 5% Owner after attaining age 70 ¹ ⁄ ₂ , the Required Payment Commencement Date shall not be later than the last day of the calendar year in which the Participant becomes a 5% Owner.

“ Rollover Account ” shall mean the account opened up and maintained by the Committee for a Participant who has made a Rollover Contribution or plan-to-plan transfer to the Plan.

“ Rollover Contribution ” shall mean a contribution to the Plan by an Eligible Employee of amounts which qualify for exclusion from gross income pursuant to Code Section 402(a), subject to the timing, maximum amount limitations, and other requirements of Code Section 402(a) from (a) a qualified plan or an annuity contract described in Code Sections 403(a) or 403(b), (b) an eligible plan described in Code Section 457(b) that is maintained by a state, political subdivision of a state, or agency or instrumentality of a state or political subdivision of a state, (c) the portion of a distribution from an individual retirement account or annuity that is described in Code Sections 408(a) or 408 (b) funded exclusively with a distribution from another retirement plan qualified under Code Sections 401(a), 403(a), 403(b), or 457(b) and earnings thereon (also known as a conduit IRA) that is eligible to be rolled over and would otherwise be includible in gross income, or (d) a Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code. An Eligible Employee may also be the surviving spouse or a spouse or former spouse who is an Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p).

“ Roth Deferral ” shall mean an Elective Deferral that is designated irrevocably by the Participant at the time of the deferral election as a “designated Roth contribution,” as defined in Code Section 402A(c)(1).

“ Roth Deferral Account ” shall mean the Account maintained for a Participant that is credited with the amount, if any, received by the Plan in accordance with Section 3.1 as a Roth Deferral, together with the allocation thereto, as required by the Plan. Contributions and withdrawals of Roth Deferrals will be credited and debited to the Roth Deferral Account maintained for each Participant. The Plan will maintain a record of the amount of Roth Deferrals in each Participant’s Roth Deferral Account. Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to each Participant’s Roth Deferral Account and the Participant’s other Accounts under the Plan. No contributions other than Roth Deferrals and properly attributable earnings will be credited to each Participant’s Roth Deferral Account.

“ Survivor Annuity Subaccount ” shall mean the account maintained by the Committee containing (i) the account of a Participant with a balance in his Plan Account under the Science Applications International Corporation Profit Sharing Plan II which became fully vested as of August 1, 1987 as a result of the conversion of such plan into a profit sharing plan, and any subsequent allocations thereto pursuant to Section 6.4 of this Plan, and (ii) any other amount transferred to the Plan that is not exempt from the survivor annuity requirements of Section 401(a)(11) of the Code under the exemptions provided by Code Sections 401(a)(11)(B)(iii) and 401(a)(11)(D). The Survivor Annuity Subaccount was previously referred to as the MAPP Subaccount.

“ Suspended Participant ” shall mean any Participant who remains an Employee but who ceases to be eligible to participate in this Plan by virtue of ceasing to be an Eligible Employee. Status as a Suspended Participant shall commence as of the date such Participant ceases to be an Eligible Employee. A Suspended Participant shall not be deemed a Participant except for those purposes specified in this Plan or as required by law.

“ Trade Date ” shall mean those business days (which may be all business days) designated by the Committee according to its rules.

“ TRASOP Account ” shall mean the TRASOP Account formerly maintained under the ESRP, which has been transferred to this Plan.

“ Trust ” or “ Trust Fund ” shall mean the one or more trusts created for funding purposes under the Plan. The Trust Fund may be commingled for investment purposes with the assets of other qualified retirement plans maintained by the Company by investing through a master trust fund operated pursuant to a master trust agreement between the Company and the Trustee.

“ Trustee ” shall mean Vanguard Fiduciary Trust Company or any successor or other corporation acting as a trustee of the Trust Fund.

“ Valuation Date ” shall mean the date as of which the Trustee shall determine the value of the Assets in the Trust Fund and the value of each Account, which shall be the last day of each Plan Year and such other dates as may be determined in rules prescribed by the Committee, which rules may prescribe different dates for the various investment funds comprising the Trust Fund. It is generally expected that each business day shall be a Valuation Date.

“ Vested Interest ” shall mean the interest of a Participant’s Accounts which has become vested in accordance with the rules of Article V. The Vested Interest of an Alternate Payee in his or her Alternate Payee Account shall be determined as set forth in Section 5.3.

“ Voluntary Account ” shall mean the account opened and maintained by the Committee for each Participant in the Plan who has made Voluntary Contributions to the PSRP.

“ Voluntary Contributions ” shall mean the nondeductible employee contributions made by the Participant to the Plan in accordance with the rules of Article III.

“ Year of Service ” shall mean a computation period during which the Employee completes 850 or more Hours of Service. In no instance will an Employee receive more than one Year of Service with respect to services performed in a single computation period.

(a) For purposes of determining eligibility to receive Profit Sharing Contributions and ESOP Contributions under Article III the relevant computation period shall be determined in accordance with the following rules:

(i) An Employee’s initial computation period shall be the twelve-consecutive-month period beginning on the Employee’s Employment Commencement Date.

(ii) An Employee’s second (and all subsequent) computation periods shall be the calendar years commencing with the calendar year which includes (or starts on the same day as) the first anniversary of the Employee’s Employment Commencement Date.

(b) For purposes of vesting, the relevant computation period in all cases shall be the calendar year.

ARTICLE XIV

PUERTO RICO EMPLOYEES

14.1 Modifications Applicable to Puerto Rico Participants . The provisions of this Article XIV shall govern the application of the provisions of the Plan to Employees who are employed by the Company in the Commonwealth of Puerto Rico, and who are bona-fide residents of the Commonwealth of Puerto Rico or perform labor or services primarily within the Commonwealth of Puerto Rico, regardless of residence for other purposes (“Puerto Rico Employees”).

(a) For Puerto Rico income tax purposes, effective January 1, 2011, the Plan is intended to be a profit sharing plan with a cash-or-deferred arrangement qualified under the provisions of Sections 1081.01 (a) and (d) of the Internal Revenue Code for a New Puerto Rico of 2011, as amended from time to time (the “2011 PR Code”), and any regulations issued by the Puerto Rico Treasury Department. The Trust Fund is intended to be exempt from Puerto Rico taxation under 2011 PR Code Section 1081.01(a).

(b) Highly Compensated Employee. Notwithstanding Section 13.1, for Puerto Rico tax purposes, effective January 1, 2011, a “Highly Compensated Employee” means a Puerto Rico Employee who:

(i) is an officer (as defined by applicable regulations) of the Company; or

(ii) was a 5% Owner at any time during the calendar year ending with or within the Plan Year or the preceding calendar year ending with or within the Plan Year; or

(iii) for the preceding calendar year, had Compensation from the Company in excess of the maximum dollar amount in effect under 2011 PR Code Section 1081.01(d)(3)(E)(iii)(IV) ( e.g. , $110,000 in 2011, $115,000 in 2012 and 2013).

For Puerto Rico tax purposes, the term “Highly Compensated Employee” also includes any former Puerto Rico Participant who has had a termination of employment (or has had a deemed termination of employment) prior to the Plan Year, does not perform an Hour of Service for the Company during the Plan Year, and was a Highly Compensated Employee for the year of termination.

For purposes of this Section 14.1(b), a “5% Owner” means a 5% Owner of the Company or an Affiliated Company. To determine if a Puerto Rico Employee owns more than five percent (5%) of the shares, capital or profit of the Company or Affiliated Company, the controlled group rules, as defined by 2011 PR Code Section 1010.04, related entities rules, as defined by 2011 PR Code Section 1010.05 and affiliated service group rules, as defined by 2011 PR Code Section 1081.01(a)(14)(B) will be taken into account.

(c) For purposes of this Article XIV, a “‘Puerto Rico Participant” shall mean a Puerto Rico Employee who is an Eligible Employee and who has become a Participant in the Plan pursuant to Section 2.2.

(d) The following shall apply in lieu of the first sentence of Section 3.1(a) hereof: Effective January 1, 2011, subject to the limitations of this Article III and Article IV, each Puerto Rico Participant may elect to defer up to seventy-five percent (75%) of his Compensation on a pre-tax basis for a Plan Year, not to exceed the maximum dollar limit in effect under 2011 PR Code Section 1081.01(d)(7)(A)(ii) in any calendar year (e.g., $16,500 in 2011, $17,000 in 2012, and $17,500 in 2013). Notwithstanding the foregoing, effective January 1, 2011, Elective Deferrals by a Puerto Rico Participant who also makes contributions to an individual retirement account described in 2011 PR Code Section 1081.02 cannot exceed the sum of the limits permitted under PR Code Section 1081.01(d)(7)(A)(i) and PR Code Section 1081.02. In the event the Puerto Rico Participant participates in two or more plans, those plans shall be treated as one for purposes of the limit provided in PR Code Section 1081.01(d)(7)(A). In the event that any limit in this Section is exceeded, the Committee shall, in its discretion, and to the extent permitted by ERISA, refund any excess Elective Deferrals in accordance with 2011 PR Code Section 1081.01 and the regulations issued thereunder.

(e) Notwithstanding Section 3.1 to the contrary, effective January 1, 2011, Puerto Rico Participants shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, 2011 PR Code Section 1081.01(d)(7)(C) (e.g., $1,000 in 2011 and $1,500 in 2012).

(f) In addition to the actual deferral percentage test set forth in Section 3.1(e) effective January 1, 2011, an actual deferral percentage test in compliance with 2011 PR Code Section 1081.01(d)(3) and applicable regulations shall be applied separately with respect to Puerto Rico Participants on a current Plan Year basis. For purposes of applying the actual deferral percentage test to Puerto Rico Participants, the definition of Highly Compensated Employee contained in subparagraph (b) hereof shall be used, and in the event of a failure of the

test, the Committee shall in its discretion take such measures consistent with 2011 PR Code Section 1081.01 to correct such failure including without limitation (i) the distribution of excess contributions, to the extent permitted by the 2011 PR Code and ERISA and (ii) the allocation of qualified nonelective contributions.

(g) Notwithstanding any provision of the Plan to the contrary, effective January 1, 2012, a Puerto Rico Participant’s Compensation in any Plan Year shall be determined prior to the reduction for any contributions pursuant to such Puerto Rico Participant’s Elective Deferrals under Sections 3.1 and 14.1(c), and, effective January 1, 2012, shall exclude Compensation in excess of the maximum dollar limit in effect under 2011 PR Code Section 1081.01(a)(12) $250,000 in 2012 and $255,000 in 2013).

(h) Notwithstanding any provision of the Plan to the contrary, effective for Plan Years commencing on or after January I , 2012, the Annual Addition to a Puerto Rico Participant’s Account shall not exceed the lesser of (1) one hundred percent (100%) of the Compensation of such Puerto Rico Participant for the Plan Year or (2) the statutory limit with respect to a Puerto Rico Participant provided in 2011 PR Code Section 1081.01(a)(11)(B)(i) (e.g., $50,000 in 2012 and $51,000 in 2013). For purposes of this Section 14.1(h), all Puerto Rico tax qualified defined contribution plans maintained by the Company shall be treated as one defined contribution plan.

(i) Effective, January 1, 2011, any contribution made by the Company on account of military service in accordance with Section 11.18 and Code Section 414(u) shall be made regardless of whether or not it is otherwise deductible in whole or in part in any taxable year under applicable provisions of the Uniformed Services Employment and Reemployment Rights Act and the 2011 PR Code. Any contribution made to a Puerto Rico Participant pursuant to Section 11.18 which is also subject to this Section 14.1(i) shall be subject to the 2011 PR Code’s limitations on contributions under 2011 PR Code Sections 1081.01(a)(11), 1081.01(a)(12) and 1081.01(d)(7) for the year in which the military contribution under Code Section 414(u) could have been made, but for the military service, not the actual year of contribution.

(j) Effective for Plan Years beginning on or after January 1, 2012, for purposes of the qualification requirements and the non-discrimination and coverage testing provisions of 2011 PR Code Sections 1081.01(a) and 1081.01(d), the term “Affiliated Company” means an entity described in 2011 PR Code Section 1081.01(a)(14)(A) with Employees in the Commonwealth of Puerto Rico. For purposes of determining whether or not a person is an Employee of the controlled group and the period of employment of such person, each entity shall be considered an Affiliated Company only for such period or periods during which such entity is so a member of a controlled group or under common control.

(k) For purposes of Hardship Withdrawal under Section 6.3(b), an “immediate and heavy financial need” of a Puerto Rico Participant may only consist of:

(i) a deductible medical expense under the 2011 PR Code incurred by the Puerto Rico Participant or his spouse, children or dependent;

(ii) the purchase of the Puerto Rico Participant’s principal residence (not including mortgage payments);

(iii) payment of tuition and related educational expenses for the next 12 months of post-secondary education for the Puerto Rico Participant or his spouse, children or dependent;

(iv) expenditures to prevent the Puerto Rico Participant’s eviction from, or the foreclosure of the mortgage on, his principal residence;

(v) payments for burial or funeral expenses for the Puerto Rico Employee’s deceased parent, spouse, children dependents (as defined under the 2011 PR Code); or

(vi) such other event or circumstance as the Puerto Rico Secretary of the Treasury through regulations or official guidance may permit and the Company may authorize, to the extent not prohibited by the Code or ERISA.

(l) Notwithstanding anything in the Plan to the contrary, a Puerto Rico Participant who makes a withdrawal on account of a financial hardship under Sections 6.3(b) and 14.1(k) shall not be permitted to make Elective Deferrals under the Plan (or under any other plan maintained by the Company) during the twelve (12)-month period beginning on the date of the withdrawal. In addition, in the calendar year following the date of the hardship withdrawal, the Puerto Rico Participant shall not be permitted to make Elective Deferrals which, when added to his Elective Deferrals during the calendar year of the withdrawal, exceed the dollar limitation specified in 2011 PR Code Section 1081.01(d)(7)(A).

(m) Notwithstanding any provision of the Plan to the contrary, a rollover to the Plan by a Puerto Rico Participant is limited to those eligible rollover distributions under Section 3.6 that are paid from a qualified trust that is described in both Code Section 401(a) and 2011 PR Code Section 1081.01(a) or in 2011 PR Code Section 1081.01(a).

(n) Notwithstanding any provision of the Plan to the contrary, a Puerto Rico Participant may elect, at the time and in the manner prescribed by the Committee, to have all or part of a distribution received from the Plan on account of termination of employment or the termination of the Plan paid directly in a direct rollover to a “Puerto Rico eligible retirement plan” (as defined in below) that accepts the Puerto Rico Participant’s eligible rollover distribution. For purposes of this Section, the term “Puerto Rico eligible retirement plan” means a qualified trust described in 2011 PR Code Section 1081.01(a) or an individual retirement account or annuity described in 2011 PR Code Sections 1081.02(a) and (b), respectively, that accepts the Puerto Rico Participant’s eligible rollover distribution. Notwithstanding the foregoing, in order for such rollover distribution not to be subject to applicable U.S. and Puerto Rico income tax withholdings and to defer taxation under both the Code and the 2011 PR Code, as applicable, a Puerto Rico Participant’s benefit must be distributed in the form of a direct rollover distribution to a plan that is tax qualified under both Code Section 401(a) and 2011 PR Code Section 1081.01(a). For Puerto Rico Participants, the term “eligible rollover distribution” means all or any portion of a total distribution on account of separation from service of the total balance to the credit of the distributee.

(o) Puerto Rico Participants shall not be eligible to make Roth Elective Deferrals or Roth Rollover Contributions.

(p) Each contribution made by the Company to the Plan with respect to a Puerto Rico Participant is expressly conditioned on the deductibility of such contribution under the 2011 PR Code, for the taxable year for which it is contributed. If the Puerto Rico Department of the Treasury disallows the deduction, or if the contribution was made by a mistake of fact, to the extent permissible under ERISA, such contributions shall be returned to the Company within one (1) year after the disallowance of the deduction (to the extent disallowed), or after the payment of the contribution, respectively.

(q) Contributions to the Plan by the Company with respect to the Puerto Rico Participants shall be paid to the Trustee not later than the due date for filing the Company’s Puerto Rico income tax return for the taxable year in which such payroll period falls, including any extension thereof.

(r) Any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the Trust Fund to another trust as applied to a Puerto Rico Participant under the Plan will be limited to the extent such other plan and trust are qualified under 2011 PR Code Section 1081.01(a).

(s) Effective on and after January 1, 2012, loans to Puerto Rico Participants must meet the requirements of Section 11.6 and 2011 PR Code Section 1081.01(b)(3)(E).

(t) Puerto Rico Participants shall not be subject to the top heavy requirements established in Section 11.16 of the Plan.

(u) With respect to the Puerto Rico Participants, the Plan will be administered, governed and construed according to the 2011 PR Code, where such law is not in conflict with applicable United States federal law.

ARTICLE XV

SPECIAL PROVISIONS RELATING TO THE SPIN-OFF OF THE PLAN FROM THE LEIDOS PLAN

15.1 Spinoff.

Effective upon the Effective Date, the portion of the net assets of the Leidos Plan Trust attributable to the Leidos Accounts previously held in the Leidos Plan shall be transferred to this Plan and the trust thereunder, respectively, and the terms of this Plan shall thereupon supersede in all respects the terms of the Leidos Plan with respect to such Leidos Accounts. All persons having an undistributed interest in the Leidos Accounts immediately prior to the Effective Date shall, on and after the Effective Date, be entitled to benefits provided solely from this Plan (including this Article XV), in lieu of any and all interest which they had or may have had under the Leidos Plan. Without limiting the generality of the foregoing, beneficiary designations under the Leidos Plan shall continue to apply to the Leidos Accounts, and the Beneficiaries with respect thereto shall be determined on and after the Effective Date based on designations made by the Participant under the Leidos Plan (or the Leidos Plan’s default rules in the absence of such a designation).

15.2 Transfer of Leidos Accounts.

The portion of the Leidos Plan Trust attributable to Leidos Accounts shall be transferred to the Trustee on the Effective Date or as soon as practicable thereafter. If and to the extent that such transfer is not completed on the Effective Date, the trustee of the Leidos Plan shall hold such assets, as adjusted for investment gain or loss thereon and expenses attributable thereto, as an additional trustee under this Plan, until such transfer is completed.

15.3 Eligibility to Participate.

An Eligible Employee who was a participant in the Leidos Plan on September 27, 2013 shall become a Participant on September 27, 2013, provided he remains an Eligible Employee. Notwithstanding the foregoing, any such individual who has made a hardship withdrawal of elective deferrals from the Leidos Plan within six months before the date of such initial eligibility shall not be entitled to make Elective Deferrals under this Plan until six months have elapsed from the date of such hardship withdrawal.

15.4 Vesting Service Credit.

An Eligible Employee’s most recent continuous period of service under the Leidos Plan immediately preceding September 27, 2013 shall be treated as service with the Company for determining such Eligible Employee’s Years of Service.

15.5 Eligibility for Employer Contributions.

An Eligible Employee’s most recent continuous period of service with Leidos or an affiliate immediately preceding September 27, 2013 shall be treated as service with the Company for purposes of determining eligibility to share in Profit Sharing Contributions and ESOP Contributions.

15.6 Outstanding Loans.

Loans with respect to the Gemini Accounts outstanding as of the Gemini Effective Date shall be (i) transferred to the trustee of the Gemini Plan as assets of that plan, (ii) governed by the terms of such loans in effective immediately preceding the Gemini Effective Date and (iii) treated as loans under the Gemini Plan in determining eligibility for future loans from this Plan.

15.7 Investment of Transferred Accounts.

Funds transferred to the Trustee in respect of an Employee’s Leidos Account pursuant to Section 15.2 shall initially be invested in accordance with Section 15.8 and shall remain so invested until the end of the blackout period established in connection with the spinoff of this Plan from the Leidos Plan. Thereafter, the Participant may change such investments incident to a change made in the investment of his Account in accordance with Section 3.8 of the Plan.

15.8 Fund Mapping.

The following fund mapping shall become effective upon the transfer pursuant to Section 15.2:


Prior Investment Options		New Share Class

Vanguard Target Retirement Trusts Plus	g	Vanguard Target Retirement Trusts II

Vanguard Short-Term Bond Index Fund Institutional Plus Shares	g	Vanguard Short-Term Bond Index Fund Institutional Shares

Vanguard Institutional Index Fund Institutional Plus Shares	g	Vanguard Institutional Index Fund Institutional Shares

Vanguard Extended Market Index Fund Institutional Plus Shares	g	Vanguard Extended Market Index Fund Institutional Shares

Vanguard FTSE All-World ex-US Index Fund Institutional Plus Shares	g	Vanguard FTSE All-World ex-US Index Fund Institutional Shares

Vanguard Total Bond Market Index Fund Institutional Plus Shares	g	Vanguard Total Bond Market Index Fund Institutional Shares

All other funds will remain the same.

IN WITNESS WHEREOF, in order to record the adoption of this document, Science Applications International Corporation has caused this instrument to be executed by its duly authorized officer this 16th day of September, 2013.


Science Applications International Corporation
a Delaware Corporation

By:		/s/ Brian Keenan

Exhibit 4.10

2013 EQUITY INCENTIVE PLAN

1. Purpose of this Plan

The purpose of this 2013 Equity Incentive Plan is to enhance the long-term stockholder value of Science Applications International Corporation and its affiliated companies by offering opportunities to eligible individuals to participate in the growth in value of the equity of Science Applications International Corporation.

2. Definitions and Rules of Interpretation

2.1 Definitions .

This Plan uses the following defined terms:

(a) “ Administrator ” means the Board or the Committee, or any officer or Employee of the Company to whom the Board or the Committee delegates authority to administer this Plan.

(b) “ Affiliate ” means a “parent” or “subsidiary” (as each is defined in Section 424 of the Code) of the Company and any other entity that the Board or Committee designates as an “Affiliate” for purposes of this Plan.

(c) “ Applicable Law ” means any and all laws of whatever jurisdiction, within or without the United States, and the rules of any stock exchange or quotation system on which Shares are listed or quoted, applicable to the taking or refraining from taking of any action under this Plan, including the administration of this Plan and the issuance or transfer of Awards or Award Shares.

(d) “ Award ” means a Stock Award, SAR, Cash Award, or Option granted in accordance with the terms of this Plan.

(e) “ Award Agreement ” means the document, which may be in paper or electronic form, evidencing the grant of an Award and its terms and conditions.

(f) “ Award Shares ” means Shares covered by an outstanding Award or purchased under an Award.

(g) “ Awardee ” means: (i) a person to whom an Award has been granted, including a holder of a Substitute Award or (ii) a person to whom an Award has been transferred in accordance with all applicable requirements of Sections 6.5, 7(h), 8.1(c), 8.2(d) and 17.

(h) “ Board ” means the Board of Directors of the Company.

(i) “ Cash Award ” means the right to receive cash as described in Section 8.3.

(j) “ Cause ” means employment related dishonesty, fraud, misconduct or disclosure or misuse of confidential information, or other employment related conduct that is likely to cause significant injury to the Company, an Affiliate, or any of their respective employees, officers or directors (including, without limitation, commission of a felony or similar offense), in each case as determined by the Administrator. “Cause” shall not

require that a civil judgment or criminal conviction has been entered against or guilty plea shall have been made by the Awardee regarding any of the matters referred to in the previous sentence. Accordingly, the Administrator shall be entitled to determine “Cause” based on the Administrator’s good faith belief. If the Awardee is criminally charged with a felony or similar offense that shall be a sufficient, but not a necessary, basis for such belief.

(k) “ Code ” means the Internal Revenue Code of 1986, as amended.

(l) “ Committee ” means a committee or subcommittee of the Board of Directors of the Company composed of one or more Company Directors appointed in accordance with the Company’s charter documents and Section 4. As referenced in Section 4.1(a), from time to time throughout this Plan, the term “Committee” is used to refer to both the Board and the Committee.

(m) “ Company ” means Science Applications International Corporation, a Delaware corporation, or any successor corporation thereto.

(n) “ Company Director ” means a member of the Board.

(o) “ Consultant ” means an individual who, or an employee of any entity that, provides bona fide services to the Company or an Affiliate not in connection with the offer or sale of securities in a capital-raising transaction, but who is not an Employee.

(p) “ Director ” means a member of the Board of Directors of the Company or an Affiliate.

(q) “ Divestiture ” means any transaction or event that the Board or the Committee specifies as a Divestiture under Section 10.5.

(r) “ Dividend Equivalent Right ” means the right of an Awardee, granted at the discretion of the Committee, to receive a credit for the account of such Awardee in an amount equal to the cash dividends paid on one Share for each Share represented by a Stock Award held by such Awardee.

(s) “ Effective Date ” means September 27, 2013.

(t) “ Employee ” means a regular employee of the Company or an Affiliate, including an officer or Director, who is treated as an employee in the personnel records of the Company or an Affiliate, but not individuals who are classified by the Company or an Affiliate as: (i) leased from or otherwise employed by a third party, (ii) independent contractors, or (iii) intermittent or temporary workers. The Company’s or an Affiliate’s classification of an individual as an “Employee” (or as not an “Employee”) for purposes of this Plan shall not be altered retroactively even if that classification is changed retroactively for another purpose as a result of an audit, litigation or otherwise. An Awardee shall not cease to be an Employee due to transfers between locations of the Company, or between the Company and an Affiliate, or to any successor to the Company or an Affiliate that assumes the Awardee’s Options under Section 10. Neither service as a Director nor receipt of a director’s fee shall be sufficient to make a Director an “Employee.”

(u) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(v) “ Executive ” means, if the Company has any class of any equity security registered under Section 12 of the Exchange Act, an individual who is subject to Section 16 of the Exchange Act or who is a “covered employee” under Section 162(m) of the Code, in either case because of the individual’s relationship with the Company or an Affiliate. If the Company does not have any class of any equity security registered under Section 12 of the Exchange Act, “Executive” means any (i) Director, (ii) officer elected or appointed by the Board, or (iii) beneficial owner of more than 10% of any class of the Company’s equity securities.

(w) “ Expiration Date ” means, with respect to an Award, the date stated in the Award Agreement as the expiration date of the Award or, if no such date is stated in the Award Agreement, then the last day of the exercise period for the Award, disregarding the effect of an Awardee’s Termination or any other event that would shorten that period.

(x) “ Fair Market Value ” means the value of a share of the stock of Company as determined under Section 18.2.

(y) “ Fundamental Transaction ” means any transaction or event described in Section 10.3.

(z) “ Good Reason ” means (i) a material diminution in responsibility or compensation, or (ii) requiring Awardee to work in a location (other than normal business travel) which is more than 50 miles from Awardee’s place of employment before the change so long as not closer to Awardee’s primary residence.

(aa) “ Grant Date ” means the date the Administrator approves the grant of an Award. However, if the Administrator specifies that an Award’s Grant Date is a future date or the date on which a condition is satisfied, the Grant Date for such Award is that future date or the date that the condition is satisfied.

(bb) “ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option under Section 422 of the Code and designated as an Incentive Stock Option in the Award Agreement for that Option.

(cc) “ Involuntary Termination ” means termination by the Company or an Affiliate, as applicable, without Cause or termination by the Awardee for Good Reason.

(dd) “ Nonstatutory Option ” means any Option other than an Incentive Stock Option

(ee) “ Objectively Determinable Performance Condition ” shall mean a performance condition (i) that is established (A) at the time an Award is granted or (B) no later than the earlier of (1) 90 days after the beginning of the period of service to which it relates, or (2) before the elapse of 25% of the period of service to which it relates, (ii) that is uncertain of achievement at the time it is established, and (iii) the achievement of which is determinable by a third party with knowledge of the relevant facts. Measures that may be used in Objectively Determinable Performance Conditions may be expressed in absolute terms, in terms of growth or improvement, or relative to the performance of one or more comparable companies or an index covering multiple companies and that relate to any of the following, as it may apply to an individual, one or more Affiliates, business

unit(s), divisions or the whole of the Company: revenue; earnings per share; return on assets; return on equity; net order dollars; net profit; operating cash flow; operating income; contract bookings; contract awards; profits before tax;; earnings before interest, depreciation and taxes (EBITDA);; return on invested capital;; days working capital; total shareholder return; share price growth; free cash flow; return on sales; operating margin; book-to-bill; headcount; employee retention; new hires; backlog; objective customer satisfaction indicators; and efficiency measures, each with respect to the Company and/or an Affiliate or individual business unit.

(ff) “ Officer ” means an officer of the Company as defined in Rule 16a-1 adopted under the Exchange Act.

(gg) “ Option ” means a right to purchase Shares of the Company granted under this Plan.

(hh) “ Option Price ” means the price payable under an Option for Shares, not including any amount payable in respect of withholding or other taxes.

(ii) “ Option Shares ” means Shares covered by an outstanding Option or purchased under an Option.

(jj) “ Plan ” means this 2013 Equity Incentive Plan, as amended.

(kk) “ Purchase Price ” means the price payable under a Stock Award for Shares, not including any amount payable in respect of withholding or other taxes.

(ll) “ Qualified Domestic Relations Order ” means a “qualified domestic relations order” as defined in, and otherwise meeting the requirements of, Section 414(p) of the Code, except that reference to a “plan” in that definition shall be to this Plan.

(mm) “ Rule 16b-3 ” means Rule 16b-3 adopted under Section 16(b) of the Exchange Act.

(nn) “ SAR ” or “ Stock Appreciation Right ” means a right to receive cash and/or Shares based on a change in the Fair Market Value of a specific number of Shares pursuant to an Award Agreement, as described in Section 8.1.

(oo) “ Securities Act ” means the Securities Act of 1933, as amended.

(pp) “ Share ” means a share of Common Stock of the Company or other securities substituted for Common Stock under Section 10.

(qq) “ Stock Award ” means an offer by the Company to sell or issue shares subject to certain restrictions pursuant to the Award Agreement as described in Section 8.2 or, as determined by the Board or Committee, a notional account representing the right to be paid an amount based on Shares. Types of Awards which may be granted as Stock Awards include such awards as are commonly known as restricted stock, deferred stock, restricted stock units, performance shares, phantom stock or similar types of awards as determined by the Administrator.

(rr) “ Substitute Award ” means a Substitute Option, Substitute SAR or Substitute Stock Award granted in accordance with the terms of this Plan.

(ss) “ Substitute Option ” means an Option granted in substitution for, or upon the conversion of, an option granted by another entity to purchase equity securities in the granting entity.

(tt) “ Substitute SAR ” means a SAR granted in substitution for, or upon the conversion of, a stock appreciation right granted by another entity with respect to equity securities in the granting entity.

(uu) “ Substitute Stock Award ” means a Stock Award granted in substitution for, or upon the conversion of, a stock award granted by another entity to purchase equity securities in the granting entity.

(vv) “ Ten Percent Stockholder ” is any person who, directly or by attribution under Section 424(d) of the Code, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Affiliate on the Grant Date.

(ww) “ Termination ” means that the Awardee has ceased to be, with or without any cause or reason, an Employee, Director or Consultant. However, unless so determined by the Administrator, or otherwise provided in this Plan, “Termination” shall not include a change in status from an Employee, Consultant or Director to another such status. An event that causes an Affiliate to cease being an Affiliate shall be treated as the “Termination” of that Affiliate’s Employees, Directors, and Consultants.

2.2 Rules of Interpretation . Any reference to a “Section,” without more, is to a Section of this Plan. Captions and titles are used for convenience in this Plan and shall not, by themselves, determine the meaning of this Plan. Except when otherwise indicated by the context, the singular includes the plural and vice versa. Any reference to a statute is also a reference to the applicable rules and regulations adopted under that statute. Any reference to a statute, rule or regulation, or to a section of a statute, rule or regulation, is a reference to that statute, rule, regulation, or section as amended from time to time, both before and after the Effective Date and including any successor provisions.

3. Shares Subject to This Plan; Term of This Plan

3.1 Number of Award Shares . The Shares issuable under this Plan shall be authorized but unissued or reacquired Shares, including Shares repurchased by the Company on the open market. The number of Shares available for issuance after the Effective Date over the remaining term of this Plan shall be 5,700,000 (subject to adjustment pursuant to Section 10.2). Except as required by Applicable Law, Shares subject to an outstanding Award shall not reduce the number of Shares available for issuance under this Plan until the earlier of the date such Shares are vested pursuant to the terms of the applicable Award or the actual date of delivery of the Shares to the Awardee. Those Shares (i) that are issued under the Plan that are forfeited or repurchased by the Company at the original purchase price or less or that are issuable upon exercise of awards granted under the Plan that expire or become unexercisable for any reason after their Grant Date without having been exercised in full, (ii) that are withheld from an Option or Stock Award pursuant to a Company-approved “net exercise” provision or (iii) that are not delivered to or are Award Shares surrendered by a holder in consideration for applicable tax withholding will continue to be available for issuance under this Plan. Shares issued in settlement of any Dividend Equivalent Rights shall be applied against the number of Shares available for Awards. Shares subject to Substitute Awards and available under a stockholder-approved equity plan of an acquired company shall not be applied against the number of Shares available for Awards.

3.2 Source of Shares . Award Shares may be: (a) Shares that have never been issued, (b) Shares that have been issued but are no longer outstanding, or (c) Shares that are outstanding and are acquired to discharge the Company’s obligation to deliver Award Shares.

3.3 Term of this Plan .

(a) This Plan shall become effective on the Effective Date (with any amendments to the Plan being effective on and after the date thereof), and Awards may be granted under this Plan on and after, the Effective Date.

(b) Subject to the provisions of Section 14, Awards may be granted under this Plan until September 27, 2023.

4. Administration

4.1 General .

(a) The Board shall have ultimate responsibility for administering this Plan. To the extent permitted by Applicable Law, the Board may delegate certain of its responsibilities to a Committee. In addition, to the extent permitted by Applicable Law, the Board or the Committee may further delegate its responsibilities to any Employee of the Company or any Affiliate. Where this Plan specifies that an action must be taken or a determination made by the Committee, only the Board or the Committee may take that action or make that determination; provided that Section 5.2 includes reference to actions that only the Committee may perform. Where this Plan references the “Administrator,” the action may be taken or determination made by the Board, the Committee, or other administrator to whom the Board or Committee has delegated specified powers, including those powers set forth in Section 4.2. However, only the Board or a Committee consisting solely of independent directors as defined in the Company’ s Corporate Governance Guidelines may approve grants of Awards to Executives, and an Administrator other than the Board or the Committee may grant Awards only within the guidelines established by the Board or Committee. Moreover, all actions and determinations by any Administrator are subject to the provisions of this Plan.

(b) So long as the Company has registered and outstanding a class of equity securities under Section 12 of the Exchange Act and to the extent necessary or helpful to comply with Applicable Law with respect to officers subject to Section 16 of the Exchange Act and/or others, a Committee shall consist of two or more Company Directors who are “Non-Employee Directors” as defined in Rule 16b-3 and who are “outside directors” as defined in Section 162(m) of the Code.

4.2 Authority of the Board or the Committee . Subject to the other provisions of this Plan, the Board or the Committee shall have the authority to:

(a) grant Awards, including Substitute Awards;

(b) determine the Fair Market Value of Shares;

(d) select the Awardees;

(e) determine the times Awards are granted;

(f) determine the number of Shares subject to each Award;

(g) determine the type of Shares subject to each Award;

(h) determine the methods of payment that may be used to purchase Award Shares;

(i) determine the methods of payment that may be used to satisfy withholding tax obligations;

(j) determine the other terms of each Award, including but not limited to the time or times at which Awards may be exercised, whether and under what conditions an Award is assignable, whether an Option is a Nonstatutory Option or an Incentive Stock Option and automatic cancellation of the Award if certain objective requirements determined by the Administration are not met;

(k) modify or amend any Award;

(l) authorize any person to sign any Award Agreement or other document related to this Plan on behalf of the Company;

(m) determine the form of any Award Agreement or other document related to this Plan, and whether that document, including signatures, may be in electronic form;

(n) interpret this Plan and any Award Agreement or document related to this Plan;

(o) correct any defect, remedy any omission, or reconcile any inconsistency in this Plan, any Award Agreement or any other document related to this Plan;

(p) adopt, amend, and revoke rules and regulations under this Plan, including rules and regulations relating to sub-plans and Plan addenda;

(q) adopt, amend, and revoke special rules and procedures which may be inconsistent with the terms of this Plan, set forth (if the Administrator so chooses) in sub-plans regarding (for example) the operation and administration of this Plan and the terms of Awards, if and to the extent necessary or useful to accommodate non-U.S. Applicable Laws and practices as they apply to Awards and Award Shares held by, or granted or issued to, persons working or resident outside of the United States or employed by Affiliates incorporated outside the United States;

(r) determine whether a transaction or event should be treated as a Divestiture;

(s) determine the effect of a Fundamental Transaction and, if the Board determines that a transaction or event should be treated as a a Divestiture, then the effect of that Divestiture;

(t) appoint such additional administrators as are necessary to perform various administrative acts and determine the duties of such administrators; and

(u) make all other determinations the Administrator deems necessary or advisable for the administration of this Plan.

4.3 Scope of Discretion . Subject to the provisions of this Section 4.3, on all matters for which this Plan confers the authority, right or power on the Board, the Committee, or other Administrator to make decisions, that body may make those decisions in its sole and absolute discretion. Those decisions will be final, binding and conclusive. In making its decisions, the Board, Committee or other Administrator need not treat all persons eligible to receive Awards, all Awardees, all Awards or all Award Shares the same way. Notwithstanding anything herein to the contrary, and except as provided in Section 14.3, the discretion of the Board, Committee or other Administrator is subject to the specific provisions and specific limitations of this Plan, as well as all rights conferred on specific Awardees by Award Agreements and other agreements.

5. Persons Eligible to Receive Awards

5.1 Eligible Individuals . Awards (including Substitute Awards) may be granted to, and only to, Employees, Directors and Consultants, including to prospective Employees, Directors and Consultants conditioned on the beginning of their service for the Company or an Affiliate. However, Incentive Stock Options may only be granted to Employees, as provided in Section 7(g).

5.2 Section 162(m) Limitation .

(a) Options and SARs . Subject to the provisions of this Section 5.2, for so long as the Company is a “publicly held corporation” within the meaning of Section 162(m) of the Code: (i) no Employee may be granted within any fiscal year of the Company under this Plan Options to purchase, and SARs to receive compensation calculated with reference to, more than an aggregate of 425,000 Shares, subject to adjustment pursuant to Section 10 and considered without regard to any number of Stock Awards or the dollar amount of any Cash Awards that may have been granted or awarded to such Employee during the applicable fiscal year, and (ii) with respect to any Option or SAR that is granted with the intent of having it qualify as “qualified performance-based compensation” under Code Section 162(m), Options and SARs may be granted to an Executive only by the Committee (and, notwithstanding anything to the contrary in Section 4.1(a), not by the Board). If an Option or SAR is cancelled without being exercised, that cancelled Option or SAR shall continue to be counted against the limit on Awards that may be granted to any individual under this Section 5.2(a).

(b) Cash Awards and Other Stock Awards . Subject to the provisions of this Section 5.2, so long as the Company is a “publicly held corporation” within the meaning of Code Section 162(m), with respect to any Stock Award or Cash Award that is granted with the intent of having it qualify as “qualified performance-based compensation” under Code Section 162(m): (i) no Employee may be granted one or more Stock Awards within any single fiscal year of the Company to purchase more than 285,000 Shares, subject to adjustment pursuant to Section 10 and considered without regard to any number of Option or SAR Shares or the dollar amount of any Cash Awards that may have been granted or awarded to such Employee during the applicable fiscal year, and (ii) no Employee may be granted one or more Cash Awards

within a single fiscal year of the Company having an aggregate amount of more than $5,000,000, considered without regard to any number of Options, SARs or Stock Awards that may have been granted or awarded to such Employee during the applicable fiscal year. With respect to any Stock Award or Cash Award that is granted with the intent of having it qualify as “qualified performance-based compensation” under Code Section 162(m), such Awards may be granted to an Executive only by the Committee (and, notwithstanding anything to the contrary in Section 4.1(a), not by the Board).

(c) Any Cash Award or Stock Award intended as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code must be awarded, vest or become exercisable contingent on the achievement of one or more Objectively Determinable Performance Conditions. The Committee shall have the discretion to determine the time and manner of compliance with Section 162(m) of the Code.

(d) Nothing in this Section 5.2 shall prevent the Committee from making any type of Award authorized for grant under this Plan outside of this Plan. In addition, nothing in this Section 5.2 shall prevent the Committee from granting Awards under this Plan that are not intended to qualify as “qualified performance-based compensation” under Code Section 162(m).

(e) Notwithstanding satisfaction, achievement or completion of any Objectively Determinable Performance Conditions, that may be specified at the time of grant of an Award to a “covered employee” within the meaning of Section 162(m) of the Code, the number of Awards, Shares, or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Objectively Determinable Performance Condition(s) may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

6. Terms and Conditions of Options

Options will be evidenced by an Award Agreement. In addition, the following rules apply to all Options:

6.1 Price . No Option (other than Substitute Options) may have an Option Price less than the Fair Market Value of the underlying Share on the Grant Date.

6.2 Term . No Option shall be exercisable after its Expiration Date. No Option may have an Expiration Date that is more than ten years after its Grant Date. Additional provisions regarding the term of Incentive Stock Options are provided in Sections 7(a) and 7(e).

6.3 Vesting . Options shall be exercisable: (a) on the Grant Date, or (b) in accordance with a schedule related to the Grant Date, the date the Awardee’s directorship, employment or consultancy begins, or a different date specified in the Award Agreement. Additional provisions regarding the vesting of Incentive Stock Options are provided in Section 7(c). No Option granted to an individual who is subject to the overtime pay provisions of the Fair Labor Standards Act may be exercised before the expiration of six months after the Grant Date.

6.4 Form and Method of Payment . In accordance with Section 4.2, the Administrator shall have the authority to determine the acceptable form and method of payment for exercising an Option. Acceptable forms of payment that the Administrator may permit with respect to the exercise of Options include:

(a) cash, check or wire transfer, denominated in U.S. dollars except as specified by the Administrator for non-U.S. Employees or non-U.S. sub-plans;

(b) other shares of stock of the Company, or the designation of other shares of stock of the Company, which have a Fair Market Value on the date of surrender greater than or equal to the Option Price of the Shares as to which the Option is being exercised;

(c) provided that a public market exists for the Common Stock, consideration received by the Company under a procedure under which a licensed broker-dealer advances funds on behalf of an Awardee or sells shares of Common Stock issued upon conversion of the Option Shares on behalf of an Awardee (a “Cashless Exercise Procedure”), provided that if the Company extends or arranges for the extension of credit to an Awardee under any Cashless Exercise Procedure, no Officer or Director may participate in that Cashless Exercise Procedure;

(d) cancellation of any debt owed by the Company or any Affiliate to the Awardee by the Company (including, without limitation, waiver of compensation due or accrued for services previously rendered to the Company);

(e) payment pursuant to any “cashless net exercise” procedures approved by the Committee; provided that the difference between the full number of Shares covered by the exercised portion of the Award and the number of Shares actually delivered shall be restored to the amount of Shares reserved for issuance under Section 3.1; and

(f) any combination of the methods of payment permitted by any paragraph of this Section 6.4.

The Committee may also permit any other form or method of payment for Option Shares permitted by Applicable Law. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

6.5 Nonassignability of Options . Except as otherwise determined by the Administrator and subject to Section 17, no Option shall be assignable or otherwise transferable by the Awardee. Incentive Stock Options may only be assigned in compliance with Section 7(h).

6.6 Substitute Options . The Committee may cause the Company to grant Substitute Options in connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger, tender offer, or other similar transaction) or of all or a portion of the assets of any entity. Any such substitution shall be effective on the effective date of the acquisition. Substitute Options may be Nonstatutory Options or Incentive Stock Options. Unless and to the extent specified otherwise by the Committee, Substitute Options shall have the same terms and conditions as the options they replace, except that (subject to the provisions of Section 10) Substitute Options shall be Options to purchase Shares rather than equity securities of the granting entity, shall have an Option Price determined by the Committee and shall be on terms that, as determined by the Committee in its sole and absolute discretion, properly reflect the substitution.

6.7 No Repricing. The Committee may not reprice, reduce the exercise price of or make similar adjustments with the effect of lowering the exercise price of Options previously granted under the Plan, including through a cancellation and grant of any new Award or payment of cash, without the approval of the Company’s stockholders other than in connection with a change in the Company’s capitalization pursuant to Section 10 of the Plan.

7. Incentive Stock Options

The following rules apply only to Incentive Stock Options and only to the extent these rules are more restrictive than the rules that would otherwise apply under this Plan. With the consent of the Awardee, or where this Plan provides that an action may be taken notwithstanding any other provision of this Plan, the Administrator may deviate from the requirements of this Section, notwithstanding that any Incentive Stock Option modified by the Administrator will thereafter be treated as a Nonstatutory Option.

(a) The Expiration Date of an Incentive Stock Option shall not be later than ten years from its Grant Date, with the result that no Incentive Stock Option may be exercised after the expiration of ten years from its Grant Date.

(b) No Incentive Stock Option may be granted after September 27, 2023.

(c) Options intended to be incentive stock options under Section 422 of the Code that are granted to any single Awardee under all incentive stock option plans of the Company and its Affiliates, including incentive stock options granted under this Plan, may not vest at a rate of more than $100,000 in Fair Market Value of stock (measured on the grant dates of the options) during any calendar year. For this purpose, an option vests with respect to a given share of stock the first time its holder may purchase that share, notwithstanding any right of the Company to repurchase that share. Unless the administrator of that option plan specifies otherwise in the related agreement governing the option, this vesting limitation shall be applied by, to the extent necessary to satisfy this $100,000 rule, treating certain stock options that were intended to be incentive stock options under Section 422 of the Code as Nonstatutory Options. The stock options or portions of stock options to be reclassified as Nonstatutory Options are those with the highest option prices, whether granted under this Plan or any other equity compensation plan of the Company or any Affiliate that permits that treatment. This Section 7(c) shall not cause an Incentive Stock Option to vest before its original vesting date or cause an Incentive Stock Option that has already vested to cease to be vested.

(d) In order for an Incentive Stock Option to be exercised for any form of payment other than those described in Section 6.4(a), that right must be stated at the time of grant in the Award Agreement relating to that Incentive Stock Option.

(e) Any Incentive Stock Option granted to a Ten Percent Stockholder, must have an Expiration Date that is not later than five years from its Grant Date, with the result that no such Option may be exercised after the expiration of five years from the Grant Date.

(f) The Option Price of an Incentive Stock Option shall never be less than the Fair Market Value of the Shares at the Grant Date. The Option Price for the Shares covered by an Incentive Stock Option granted to a Ten Percent Stockholder shall never be less than 110% of the Fair Market Value of the Shares at the Grant Date.

(g) Incentive Stock Options may be granted only to Employees. If an Awardee changes status from an Employee to a Consultant, that Awardee’s Incentive Stock Options become Nonstatutory Options if not exercised within the time period described in Section 7(i) (determined by treating that change in status as a Termination solely for purposes of this Section 7(g)).

(h) No rights under an Incentive Stock Option may be transferred by the Awardee, other than by will or the laws of descent and distribution. During the life of the Awardee, an Incentive Stock Option may be exercised only by the Awardee. The Company’s compliance with a Qualified Domestic Relations Order, or the exercise of an Incentive Stock Option by a guardian or conservator appointed to act for the Awardee, shall not violate this Section 7(h).

(i) An Incentive Stock Option shall be treated as a Nonstatutory Option if it remains exercisable after, and is not exercised within, the three-month period beginning with the Awardee’s Termination for any reason other than the Awardee’s death or disability (as defined in Section 22(e) of the Code). In the case of Termination due to death, an Incentive Stock Option shall continue to be treated as an Incentive Stock Option if it remains exercisable after, and is not exercised within, the three month period after the Awardee’s Termination provided it is exercised before the Expiration Date. In the case of Termination due to disability, an Incentive Stock Option shall be treated as a Nonstatutory Option if it remains exercisable after, and is not exercised within, one year after the Awardee’s Termination.

(j) An Incentive Stock Option may only be modified by the Committee.

8. Stock Appreciation Rights, Stock Awards and Cash Awards

8.1 Stock Appreciation Rights . The following rules apply to SARs:

(a) General . SARs may be granted either alone, in addition to, or in tandem with other Awards granted under this Plan. The Administrator may grant SARs to eligible participants subject to terms and conditions not inconsistent with this Plan and determined by the Administrator. The specific terms and conditions applicable to the Awardee shall be provided for in the Award Agreement. SARs shall be exercisable, in whole or in part, at such times as the Administrator shall specify in the Award Agreement. The grant or vesting of a SAR may be made contingent on the achievement of Objectively Determinable Performance Conditions. The Expiration Date of an SAR shall not be later than ten years from its Grant Date, with the result that no SAR may be exercised after the expiration of ten years from its Grant Date

(b) Exercise of SARs . Upon the exercise of an SAR, in whole or in part, an Awardee shall be entitled to a payment in an amount equal to the excess of the Fair Market Value of a fixed number of Shares covered by the exercised portion of the SAR on the date of exercise, over the Fair Market Value of the Shares covered by the exercised portion of the SAR on the Grant Date. The amount due to the Awardee upon the exercise of a SAR shall be paid in cash, Shares or a combination thereof as, and over the period or periods, specified in the Award Agreement. An Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the exercise of a SAR, on an aggregate basis or as to any Awardee. Subject to Section 9.2, a SAR shall be considered exercised when the Company receives written

notice of exercise in accordance with the terms of the Award Agreement from the person entitled to exercise the SAR. If a SAR has been granted in tandem with an Option, upon the exercise of the SAR, the number of Shares that may be purchased pursuant to the Option shall be reduced by the number of Shares with respect to which the SAR is exercised.

(c) Nonassignability of SARs . Except as determined by the Administrator and subject to Section 17, no SAR shall be assignable or otherwise transferable by the Awardee.

(d) Substitute SARs . The Committee may cause the Company to grant Substitute SARs in connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger, tender offer, or other similar transaction) or of all or a portion of the assets of any entity. Any such substitution shall be effective on the effective date of the acquisition. Unless and to the extent specified otherwise by the Committee, Substitute SARs shall have the same terms and conditions as the SARs they replace, except that (subject to the provisions of Section 10) Substitute SARs shall be exercisable for Shares rather than equity securities of the granting entity and shall be on terms that, as determined by the Committee in its sole and absolute discretion, properly reflects the substitution.

(e) No Repricing . The Committee may not reprice, reduce the exercise price of or make similar adjustments with the effect of lowering the exercise price of SARs previously granted under the Plan, including through the cancellation and grant of any new Award or payment of cash, without the approval of the Company’s stockholders other than in connection with a change in the Company’s capitalization pursuant to Section 10 of the Plan.

8.2 Stock Awards . The following rules apply to all Stock Awards:

(a) General . The specific terms and conditions of a Stock Award applicable to the Awardee may be provided for in the Award Agreement. The Award Agreement shall state the number of Shares that the Awardee shall be entitled to receive or purchase, the terms and conditions on which the Shares shall vest (Stock Awards may be made in fully vested Shares when appropriate in the discretion of the Administrator), the price to be paid, whether Shares are to be delivered at the time of grant or at some deferred date specified in the Award Agreement, whether the Award is payable solely in Shares, cash or either and, if applicable, the manner in which the Award Agreement is to be accepted or acknowledged by the Awardee. The Administrator may require that all Shares subject to a right of repurchase or risk of forfeiture be held in escrow until such repurchase right or risk of forfeiture lapses. The grant or vesting of a Stock Award may be made contingent on the achievement of Objectively Determinable Performance Conditions.

(b) Right of Repurchase . If so provided in the Award Agreement, Award Shares acquired pursuant to a Stock Award may be subject to repurchase by the Company or an Affiliate if not vested in accordance with the Award Agreement.

(c) Form of Payment . The Administrator shall determine the acceptable form and method of payment for exercising a Stock Award, which may include any or all of the forms of payment set forth in Section 6.4.

(d) Dividend Equivalent Rights . The Committee, in its discretion, may provide in the Award Agreement evidencing any Stock Award that the Awardee shall be entitled to Dividend Equivalent Rights, which may be settled in the form of cash, Shares or a combination of both. Dividend Equivalent Rights will not be permitted on appreciation awards (e.g., SARs and Options), and will not be paid out on unearned performance awards.

(e) Nonassignability of Stock Awards . Except as otherwise determined by the Administrator and subject to Section 17, no Stock Award subject by its terms to any conditions or restrictions on the issuance or ownership rights of Shares pursuant to such Award, including without limitation any vesting or similar conditions or any deferral elections, shall be assignable or otherwise transferable by the Awardee.

(f) Substitute Stock Award . The Committee may cause the Company to grant Substitute Stock Awards in connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger, tender offer, or other similar transaction) or of all or a portion of the assets of any entity. Unless and to the extent specified otherwise by the Committee, Substitute Stock Awards shall have the same terms and conditions as the stock awards they replace, except that (subject to the provisions of Section 10) Substitute Stock Awards shall be Stock Awards to purchase Shares rather than equity securities of the granting entity and shall have a Purchase Price and other terms that, as determined by the Committee in its sole and absolute discretion, properly reflects the substitution. Any such Substitute Stock Award shall be effective on the effective date of the acquisition.

(g) Forfeiture and Repurchase Rights .

(i) General . In the event of the Awardee’s termination, any unvested Shares and Stock Awards shall be forfeited, or if the Awardee paid a purchase price to acquire the Stock Award, the Company shall have the right, during the seven months after the Awardee’s Termination, to repurchase any or all of the Award Shares that were outstanding and unvested as of the date of that Termination. The repurchase price shall be determined by the Administrator in accordance with this Section 8.2(g) which shall be either (i) the Purchase Price for the Award Shares (minus the amount of any cash dividends paid or payable with respect to the Award Shares for which the record date precedes the repurchase) or (ii) the lower of (A) the Purchase Price for the Shares or (B) the Fair Market Value of those Award Shares as of the date of the Termination. The repurchase price shall be paid in cash. The Company may assign this right of repurchase.

(ii) Procedure . The Company or its assignee may choose to give the Awardee a written notice of exercise of its repurchase rights under this Section 8.2(g). However, the Company’s failure to give such a notice shall not affect its rights to repurchase Award Shares. The Company must, however, tender the repurchase price during the period specified in this Section 8.2(f) for exercising its repurchase rights in order to exercise such rights.

8.3 Cash Awards . Cash Awards may be granted either alone, in addition to, or in tandem with other Awards granted under this Plan. After the Administrator determines that it will offer a Cash Award, it shall advise the Awardee, by means of an Award Agreement or otherwise, of the terms, conditions and restrictions related to the Cash Award. The grant or vesting of a Cash Award may be made contingent on the achievement of Objectively Determinable Performance Conditions.

9. Exercise of Awards

9.1 In General . An Award shall be exercisable in accordance with this Plan and the Award Agreement under which it is granted.

9.2 Time of Exercise . Options and Stock Awards shall be considered exercised when the Company or its designee receives: (a) written (including electronically pursuant to Section 18.4 below) notice of exercise from the person entitled to exercise the Option or Stock Award, (b) full payment, or provision for payment, in a form and method approved by the Administrator, for the Shares for which the Option or Stock Award is being exercised, and (c) with respect to any Award the exercise of which triggers any withholding obligation, payment, or provision for payment, in a form and method approved by the Administrator, of all applicable withholding and similar taxes and/or (if applicable) transaction costs due upon exercise. An Award may not be exercised for a fraction of a Share. SARs shall be considered exercised when the Company receives written notice of the exercise from the person entitled to exercise the SAR.

9.3 Issuance of Award Shares . Subject to Sections 12.1 and 13, the Company shall issue Award Shares in the name of the Awardee (or to such other person as to whom the Award Shares may be appropriately and legally issued under procedures and rules, if any, established from time to time by the Administrator). The Company shall endeavor to issue Award Shares promptly after an Award is exercised or after the Grant Date or settlement date of a Stock Award, as applicable. Until Award Shares are actually issued, as evidenced by the appropriate entry on the stock register of the Company or its transfer agent, the Awardee will not have the rights of a stockholder with respect to those Award Shares, even though the Awardee has completed all the steps necessary to exercise the Award. No adjustment shall be made for any dividend, distribution, or other right for which the record date precedes the date the Award Shares are issued, except as provided in Section 10 or in the Award Agreement.

9.4 Termination .

(a) In General . Except as provided in an Award Agreement or in writing by the Administrator, including in an Award Agreement, and as otherwise provided in Sections 9.4(b), (c), (d) and (e) after an Awardee’s Termination for other than Cause, the Awardee’s Awards shall be exercisable to the extent (but only to the extent) they are vested on the date of that Termination and only during the ninety (90) days after the Termination, but in no event after the Expiration Date. Unless otherwise provided in the Award Agreement, in the event of termination for Cause the Award may not be exercised after the date of Termination. To the extent the Awardee does not exercise an Award within the time specified for exercise, the Award shall automatically terminate.

(b) Leaves of Absence . If an Awardee is an employee of the Company or an Affiliate and is on a leave of absence pursuant to the terms of the Company’s Administrative Policy No. SH-1 “Working Hours and Absences” or similar policy maintained by an Affiliate, as such policies may be revised or replaced from time to time, the Awardee shall not, during the period of such absence be deemed, by virtue of such absence alone, to have terminated the Awardee’s employment. The Awardee shall continue to vest in the Award during any approved medical or military leave of absence. Medical leave shall include family or medical leaves, workers’ compensation leave, or pregnancy disability leave. For all other leaves of absence, the

Award will fully vest only during active employment and shall not vest during a leave of absence, unless required under local law. However, if an Awardee returns to active employment with the Company or an Affiliate following such a leave, the Award will be construed to vest as if there had been no break in active employment. During any leave of absence, an Awardee shall have the right to exercise the vested portion of the Award.

(c) Death or Disability . Unless otherwise provided in the Award Agreement or determined by the Administrator, if an Awardee’s Termination is due to death or disability (as determined by the Administrator with respect to all Awards other than Incentive Stock Options and as defined by Section 22(e) of the Code with respect to Incentive Stock Options), the unvested portion of all Awards of that Awardee shall be accelerated and become fully exercisable upon the Termination, and all Awards of the Awardee shall be exercisable until the Expiration Date. In the case of Termination due to death, an Award may be exercised as provided in Section 17. In the case of Termination due to disability, if a guardian or conservator has been appointed to act for the Awardee and been granted this authority as part of that appointment, that guardian or conservator may exercise the Award on behalf of the Awardee. Unless otherwise provided in the Award Agreement, death or disability occurring after an Awardee’s Termination shall not cause the Termination to be treated as having occurred due to death or disability. To the extent an Award is not so exercised within the time specified for its exercise, the Award shall automatically terminate.

(d) Divestiture . If an Awardee’s Termination is due to a Divestiture, the Committee may take any one or more of the actions described in Section 10.3 with respect to the Awardee’s Awards.

(e) Administrator Discretion . Notwithstanding the provisions of Section 9.4 (a)-(d), the Administrator shall have complete discretion, exercisable either at the time an Award is granted or at any time while the Award remains outstanding, to:

(i) Extend the period of time for which the Award is to remain exercisable, following the Awardee’s Termination, from the limited exercise period otherwise in effect for that Award to such greater period of time as the Administrator shall deem appropriate, but in no event beyond the Expiration Date; and/or

(ii) Permit the Award to be exercised, during the applicable post-Termination exercise period, not only with respect to the number of vested Shares for which such Award may be exercisable at the time of the Awardee’s Termination but also with respect to one or more additional installments in which the Awardee would have vested had the Awardee not been subject to Termination.

(f) Consulting or Employment Relationship . Nothing in this Plan or in any Award Agreement, and no Award or the fact that Award Shares remain subject to repurchase rights or risk of forfeiture, shall: (A) interfere with or limit the right of the Company or any Affiliate to terminate the employment or consultancy of any Awardee at any time, whether with or without cause or reason, and with or without the payment of severance or any other compensation or payment, (B) confer upon any employee any right to continue in the employ of, or affiliation with, the Company or a Subsidiary nor constitute any promise or commitment by the Company or a Subsidiary regarding future positions, future work assignments, future compensation or any other term or condition of employment or affiliation or (C) interfere with the application of any provision in any of the Company’s or any Affiliate’s charter documents or Applicable Law relating to the election, appointment, term of office, or removal of a Director.

10. Certain Transactions and Events

10.1 In General . Except as provided in this Section 10, no change in the capital structure of the Company, merger, sale or other disposition of assets or of a subsidiary, change in control, issuance by the Company of shares of any class of securities or securities convertible into shares of any class of securities, exchange or conversion of securities, or other transaction or event shall require or be the occasion for any adjustments of the type described in this Section 10.

10.2 Changes in Capital Structure . In the event of any stock split, reverse stock split, recapitalization, combination or reclassification of stock, stock dividend, spin-off, extraordinary cash dividend or similar change to the capital structure of the Company (not including a Fundamental Transaction), the Committee shall make such adjustments as it concludes are appropriate in order to preserve the proportionate value of Awards before and after the change in capital structure of the Company to: (a) the number and type of Awards and Award Shares that may be granted under this Plan, including (without limitation) to the number of Shares available for issuance over the term of this Plan as set forth in Section 3.1 above, (b) the number and type of Options, SARs and Stock Awards that may be granted to any individual under this Plan, (c) the terms of any SAR, (d) the Purchase Price and repurchase price of any Stock Award or other Award Shares, (e) the Option Price and number and class of securities issuable under each outstanding Option, and (f) the repurchase price of any securities substituted for Award Shares that are subject to repurchase rights. The specific adjustments shall be determined by the Committee. Unless the Committee specifies otherwise, any securities issuable as a result of any such adjustment shall be rounded down to the next lower whole security. The Committee need not adopt the same rules for each Award or each Awardee.

10.3 Fundamental Transactions . In the event of (a) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption shall be binding on all participants), (b) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (c) the sale of all or substantially all of the assets of the Company, or (d) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction (each, a “ Fundamental Transaction ”), any or all outstanding Options, SARs and Stock Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement shall be binding on all participants under this Plan. In the alternative, the successor corporation may substitute equivalent Options, SARs and Stock Awards or provide substantially similar consideration to participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares held by the participants, substantially similar shares or other property subject to repurchase restrictions no less favorable to the participant. In the event such successor corporation (if any) does not assume or substitute Options, SARs and Stock Awards, as provided above, pursuant to a transaction described in this Subsection 10.3, the vesting with respect to such Awards shall fully and immediately accelerate or the repurchase rights of the Company shall fully and immediately terminate, as the case may be, so that the Awards may be exercised or the repurchase rights shall terminate before, or otherwise in connection with the closing or completion of the Fundamental Transaction or event and the Award shall then terminate. Notwithstanding anything in this Plan to the contrary, the Committee may, in its sole discretion, provide that the vesting of any or all Award Shares subject to vesting or right of repurchase shall accelerate or

lapse, as the case may be, upon a transaction described in this Section 10.3. If the Committee exercises such discretion with respect to Options, such Options shall become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee determines, and if such Options are not exercised prior to the consummation of the Fundamental Transaction, the Committee may specify that they terminate at such time as determined by the Committee. Subject to any greater rights granted to participants under the foregoing provisions of this Section 10.3, in the event of the occurrence of any Fundamental Transaction, any outstanding Awards shall be treated as provided in the applicable agreement or plan of merger, consolidation or sale of assets.

10.4 Additional Rules and Benefits related to Fundamental Transactions. The Committee need not adopt the same rules for each Award or each Awardee. Notwithstanding anything in this Plan to the contrary, in the event of an Involuntary Termination of services for any reason other than death, disability or Cause, within 18 months following the consummation of a Fundamental Transaction, any Options, SARs and Stock Awards assumed or substituted in a Fundamental Transaction, which are subject to vesting conditions and/or the right of repurchase in favor of the Company or a successor entity, shall fully accelerate for vesting so that such Award Shares are immediately exercisable upon Termination or, if subject to the right of repurchase in favor of the Company, such repurchase rights shall lapse as of the date of Termination. Any such Awards having an exercisability feature shall be exercisable for a period of six months following Termination.

10.5 Divestiture . If the Company or an Affiliate sells or otherwise transfers equity securities of an Affiliate to a person or entity other than the Company or an Affiliate, or leases, exchanges or transfers all or any portion of its assets to such a person or entity, then the Committee may specify that such transaction or event constitutes a “Divestiture”. In connection with a Divestiture, notwithstanding any other provision of this Plan, the Committee may, but need not, take one or more of the actions described in Section 10.3 or 10.4 with respect to Awards or Award Shares held by, for example, Employees, Directors or Consultants for whom that transaction or event results in a Termination. The Committee need not adopt the same rules for each Award or Awardee.

10.6 Dissolution . If the Company adopts a plan of dissolution, the Committee may cause Awards to be fully vested and exercisable (but not after their Expiration Date) before the dissolution is completed but contingent on its completion and may cause the Company’s repurchase rights on Award Shares to lapse upon completion of the dissolution. The Committee need not adopt the same rules for each Award or each Awardee. Notwithstanding anything herein to the contrary, in the event of a dissolution of the Company, to the extent not exercised before the earlier of the completion of the dissolution or their Expiration Date, Awards shall terminate immediately prior to the dissolution.

10.7 Cut-Back to Preserve Benefits . If the Administrator determines that the net after-tax amount to be realized by any Awardee, taking into account any accelerated vesting, termination of repurchase rights, or cash payments to that Awardee in connection with any transaction or event set forth in this Section 10 would be greater if one or more of those steps were not taken or payments were not made with respect to that Awardee’s Awards or Award Shares, then, at the election of the Awardee, to such extent, one or more of those steps shall not be taken and payments shall not be made.

11. Grants to Non-Employee Directors

11.1 Certain Transactions and Events .

(a) In the event of a Fundamental Transaction while the Awardee remains a non-Employee Director, the Shares at the time subject to each outstanding Award held by such

Awardee pursuant to this Plan, but not otherwise vested, shall automatically vest in full and become exercisable for all Shares as fully vested Shares and all repurchase rights shall automatically terminate in full immediately prior to the effective date of the Fundamental Transaction. Immediately following the consummation of the Fundamental Transaction, each Award shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or Affiliate thereof).

(b) Each Award which is assumed in connection with a Fundamental Transaction shall be appropriately adjusted, immediately after such Fundamental Transaction, to apply to the number and class of securities which would have been issuable to the Awardee in consummation of such Fundamental Transaction had the Award been exercised immediately prior to such Fundamental Transaction. Appropriate adjustments shall also be made to the Option Price or Purchase Price payable per share under each outstanding Award, provided the aggregate Option Price or Purchase Price payable for such securities shall remain the same. To the extent the actual holders of the Company’s outstanding Shares receive cash consideration for their Shares in consummation of the Fundamental Transaction, the successor corporation may, in connection with the assumption of the outstanding Awards granted to non-Employee Directors under this Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per Share in such Fundamental Transaction.

12. Withholding and Tax Reporting

12.1 Tax Withholding Alternatives .

(a) General . Whenever Awards are granted or exercised, or Award Shares are issued or become free of restrictions, as applicable, the Company may require the Awardee to remit to the Company an amount sufficient to satisfy any applicable tax withholding requirement, whether the related tax is imposed on the Awardee or the Company. The Company shall have no obligation to deliver Award Shares or release Award Shares from an escrow or permit a transfer of Award Shares until the Awardee has satisfied those tax withholding obligations. Whenever payment in satisfaction of Awards is made in cash, the payment will be reduced by an amount sufficient to satisfy all tax withholding requirements.

(b) Method of Payment . The Awardee shall pay any required withholding using such forms of consideration as are described in Section 6.4 and determined appropriate by the Administrator. The Administrator, in its sole discretion, may also permit Award Shares to be withheld or surrendered to pay required withholding or for required withholding to be paid through payroll deductions. If the Administrator permits Award Shares to be withheld or surrendered, the Fair Market Value of the Award Shares withheld or surrendered, as determined as of the date of withholding, shall not exceed the amount determined by the applicable minimum statutory withholding rates to the extent the Administrator determines such limit is necessary or advisable in light of generally accepted accounting principles.

12.2 Reporting of Dispositions . Any holder of Option Shares acquired under an Incentive Stock Option shall promptly notify the Administrator, following such procedures as the Administrator may require, of the sale or other disposition of any of those Option Shares if the disposition occurs during: (a) the longer of two years after the Grant Date of the Incentive Stock Option and one year after the date the Incentive Stock Option was exercised, or (b) such other period as the Administrator has established.

13. Compliance With Law

The grant of Awards and the issuance and subsequent transfer of Award Shares shall be subject to compliance with all Applicable Law, including all applicable securities laws. Awards may not be exercised, and Award Shares may not be transferred, in violation of Applicable Law. Thus, for example, Awards may not be exercised unless: (a) a registration statement under the Securities Act is then in effect with respect to the related Award Shares, or (b) in the opinion of legal counsel to the Company, those Award Shares may be issued in accordance with an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. The failure or inability of the Company to obtain from any regulatory body the authority considered by the Company’s legal counsel to be necessary or useful for the lawful issuance of any Award Shares or their subsequent transfer shall relieve the Company of any liability for failing to issue those Award Shares or permitting their transfer. As a condition to the exercise of any Award or the transfer of any Award Shares, the Company may require the Awardee to satisfy any requirements or qualifications that may be necessary or appropriate to comply with or evidence compliance with any Applicable Law.

14. Amendment or Termination of this Plan or Outstanding Awards

14.1 Amendment and Termination . The Board or the Committee may at any time amend, suspend, or terminate this Plan.

14.2 Stockholder Approval . The Company shall obtain the approval of the Company’s stockholders for any amendment to this Plan if stockholder approval is necessary or desirable to comply with any Applicable Law or with the requirements applicable to the grant of Awards intended to be Incentive Stock Options. The Board may also, but need not, require that the Company’s stockholders approve any other amendments to this Plan.

14.3 Effect . No amendment, suspension, or termination of this Plan, and no modification of any Award even in the absence of an amendment, suspension, or termination of this Plan, shall impair any existing contractual rights of any Awardee unless the affected Awardee consents to the amendment, suspension, termination, or modification. Notwithstanding anything herein to the contrary, no such consent shall be required if the Committee determines that the amendment, suspension, termination, or modification (including an amendment of the designation of the class of securities to be issued under Awards): (a) is required or advisable in order for the Company, this Plan or the Award to satisfy Applicable Law, to meet the requirements of any accounting standard or to avoid any adverse accounting treatment, or (b) in connection with any transaction or event described in Section 10, is in the best interests of the Company or its stockholders. The Committee may, but need not, take the tax or accounting consequences to affected Awardees into consideration in acting under the preceding sentence. Those decisions shall be final, binding and conclusive. Termination of this Plan shall not affect the Administrator’s ability to exercise the powers granted to it under this Plan with respect to Awards granted before the termination of this Plan or with respect to Award Shares issued under such Awards even if those Award Shares are issued after the termination of this Plan.

14.4 Recoupment/Clawback . Notwithstanding anything in this Plan to the contrary, Awards granted under this Plan shall be subject to cancellation, forfeiture and recovery in accordance with the Company’s Recoupment Policy, as the same may be amended from time to time, or any other compensation recoupment policy that may be adopted by the Committee, including any policies and procedures that the Committee determines to be necessary or appropriate to implement Section 10D of the Exchange Act and any rules promulgated thereunder or any other Applicable Law. Without limiting the foregoing, the Committee may provide for such recoupment in Award Agreements or with respect to any Award granted hereunder (including on a retroactive basis without the Awardee’s consent).

15. Reserved Rights

15.1 Nonexclusivity of this Plan . This Plan shall not limit the power of the Company or any Affiliate to adopt other incentive arrangements including, for example, the grant or issuance of stock options, stock, other equity-based rights or cash bonuses or awards under other plans.

15.2 Unfunded Plan . This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees, any such accounts will be used merely as a convenience. The Company shall not be required to segregate any assets on account of this Plan, the grant of Awards, or the issuance of Award Shares. The Company and the Administrator shall not be deemed to be a trustee of stock or cash to be awarded under this Plan. Any obligations of the Company to any Awardee shall be based solely upon contracts entered into under this Plan, such as Award Agreements. No such obligations shall be deemed to be secured by any pledge or other encumbrance on any assets of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any such obligations.

15.3 Compensation. The value of Options, SARs and Stock Awards granted pursuant to the Plan will not be included as compensation, earnings, salary or other similar terms used when calculating an Awardee’s benefits under any other employee benefit plan sponsored by the Company or any Affiliate except as such other plan otherwise expressly provides.

16. Escrow of Stock Certificates

To enforce any restrictions on Award Shares, the Administrator may require the holder to deposit any certificates (or indicia of ownership) representing Award Shares, with stock powers or other transfer instruments approved by the Administrator endorsed in blank, with the Company or an agent of the Company to hold in escrow until the restrictions have lapsed or terminated. The Administrator may also cause a legend or legends referencing the restrictions to be placed on any such certificates.

17. Treatment of Awards upon Death of Awardee; Limited Transferability

17.1 Treatment of Awards upon Death of Awardee. The Company may from time to time establish procedures under which the Company may make certain determinations required with respect to Awards in the event of an Awardee’s death. The Company’s determinations and decisions in this regard shall be final and binding on all parties.

17.2 Limited Transferability. Options, SARs and Stock Awards shall generally be nontransferable; provided however that the Administrator may in its discretion (and as reflected in the applicable Award Agreement or an amendment thereto) make an Option, SAR or Stock Award transferable to an Awardee’s family or entities affiliated with the Awardee’s family if and to the extent permitted under the rules and instructions applicable to Form S-8 (or any successor form or other securities laws under which the issuance and sale of Awards and Award Shares hereunder are registered or exempted). If the Administrator makes an Option, SAR or Stock Award transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer.

18. Miscellaneous

18.1 Governing Law . This Plan, the Award Agreements and all other agreements entered into under this Plan, and all actions taken under this Plan or in connection with Awards or Award Shares, shall be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law.

18.2 Determination of Value . The “Fair Market Value” of a Share shall be determined as follows:

(a) Listed Stock . If Shares are traded on any established stock exchange or quoted on a national market system, Fair Market Value shall be the closing sales price as quoted on that stock exchange or system for the day before the date the value is to be determined (the “Value Date”) as reported in The Wall Street Journal or a similar publication. If no sales are reported as having occurred on the day before the Value Date, Fair Market Value shall be that closing sales price for the last preceding trading day on which sales of Shares are reported as having occurred. If no sales are reported as having occurred during the five trading days before the Value Date, Fair Market Value shall be the closing bid for the Shares on the day before the Value Date. If the Shares of the Company are listed on multiple exchanges or systems, Fair Market Value shall be based on sales or bid prices on the primary exchange or system on which Shares of the Company are traded or quoted.

(b) Stock Quoted by Securities Dealer . If Shares are regularly quoted by a recognized securities dealer but selling prices are not reported on any established stock exchange or quoted on a national market system, Fair Market Value shall be the mean between the high bid and low asked prices on the day before the Value Date. If no prices are quoted for the day before the Value Date, Fair Market Value shall be the mean between the high bid and low asked prices on the last preceding trading day on which any bid and asked prices were quoted.

(c) No Established Market . If Shares are not traded on any established stock exchange or quoted on a national market system and are not quoted by a recognized securities dealer, the Administrator (following guidelines established by the Board or Committee) will determine Fair Market Value of the Shares in good faith.

18.3 Reservation of Shares . During the term of this Plan, the Company shall at all times keep available such number of Shares as are still issuable under this Plan.

18.4 Electronic Communications . Any Award Agreement, notice of exercise of an Award, or other document required or permitted by this Plan may be delivered in writing or, to the extent determined by the Administrator, electronically. Signatures or acknowledgements may also be electronic if permitted by the Administrator.

18.5 Notices . Unless the Administrator specifies otherwise, any notice to the Company under any Award Agreement or with respect to any Awards or Award Shares shall be in writing (or, if so authorized by Section 18.4, communicated electronically), shall be addressed to the Secretary of the Company, and shall only be effective when received by the Secretary of the Company.

Exhibit 5.1

September 27, 2013

SAIC Gemini, Inc.

1710 SAIC Drive

McLean, Virginia 22102

Ladies and Gentlemen:

We have acted as counsel to SAIC Gemini, Inc., a Delaware corporation (which will change its name to Science Applications International Corporation, the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of (1) up to an aggregate of 15,900,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, consisting of 400,000 Shares which may be issued under the Science Applications International Corporation Stock Compensation Plan, 300,000 Shares which may be issued under the Science Applications International Corporation Management Stock Compensation Plan, 1,500,000 Shares which may be issued under the Science Applications International Corporation Key Executive Stock Deferral Plan, 1,000,000 Shares which may be issued under the Science Applications International Corporation Employee Stock Purchase Plan, 7,000,000 Shares which may be issued under the Science Applications International Corporation Retirement Plan and 5,700,000 Shares which may be issued under the Science Applications International Corporation 2013 Equity Incentive Plan (collectively, the “Equity Plans”) and (2) deferred compensation obligations (the “Obligations”), which represent the obligation of the Company to pay deferred compensation and other amounts credited to accounts established under the Keystaff Deferral Plan and the Science Applications International Corporation 401(k) Excess Deferral Plan (collectively, the “Cash Plans”).

We have examined the Registration Statement, the Equity Plans and the Cash Plans. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. Upon issuance and delivery of the Shares in accordance with the Equity Plans, the Shares will be validly issued, fully paid and nonassessable.

2. The issuance of the Obligations has been duly authorized by the Company.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Exhibit 5.2

[Richards, Layton & Finger, P.A. Letterhead]

September 27, 2013

SAIC Gemini, Inc.

1710 SAIC Drive

McLean, Virginia 22102

Ladies and Gentlemen:

We are acting as special Delaware counsel to SAIC Gemini, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of deferred compensation obligations (the “Obligations”), which represent the obligation of the Company to pay deferred compensation and other amounts credited to accounts established under (i) the Company’s Keystaff Deferral Plan, effective September 27, 2013 (the “Keystaff Plan”) and (ii) the Company’s 401(k) Excess Deferral Plan, effective September 27, 2013 (the “401(k) Plan” and, together with the Keystaff Plan, the “Plans”). In this connection you have requested our opinions as to certain matters of Delaware law.

For the purpose of rendering our opinions as expressed herein, we have been furnished and have reviewed the following documents:

(i)

the Keystaff Plan; and

(ii)

the 401(k) Plan.

With respect to the foregoing documents, we have assumed: (a) the genuineness of all signatures, and the incumbency, authority, legal right and power and legal capacity under all applicable laws and regulations of each of the officers and other persons and entities signing or whose signatures appear upon each of said documents as or on behalf of the parties thereto; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic, electronic or other copies; and (d) that the foregoing documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions as expressed herein. For the purpose of rendering our opinion as expressed herein, we have not reviewed any document other than the documents set forth above. In particular, we specifically note that we have not reviewed the certificate of incorporation, bylaws, or any other organizational document (collectively, the “Organizational Documents”) of the Company. We assume there exists no

SAIC Gemini, Inc.

September 27, 2013

Page 2

provision of any such other document (including any Organizational Document) that bears upon or is inconsistent with our opinion as expressed herein. In addition, we have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents furnished for our review as listed above, the statements of facts and factual information set forth in said documents, and the additional matters recited or assumed herein, all of which we assume to be true, complete and accurate in all material respects.

In addition to the foregoing, for purposes of rendering our opinions as expressed herein, we have assumed (i) that the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) that the Company has all requisite power and authority to execute and deliver the Plans and to perform its obligations thereunder, (iii) that each of the Plans has been duly authorized, executed and delivered by the Company, (iv) that the application of the laws of the State of Delaware to each of the Plans would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) (a) the law of which would be applicable to such Plan in the absence of an effective choice of other law thereunder and (b) which has a materially greater interest than the State of Delaware in the determination of a particular issue relating to such Plan and (v) that the transactions described in, relating to, and contemplated by the Plans have a substantial, material and reasonable relationship with Delaware.

Based upon and subject to the foregoing and upon our review of such matters of law as we have deemed necessary and appropriate to render our opinions as expressed herein, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, it is our opinion that, when (i) any person who is eligible to participate in the applicable Plan under the terms thereof has duly completed, executed and delivered to the Company the election form (and any other agreement or document required by the applicable Plan) necessary to allow such persons to participate in such Plan pursuant to, and in accordance with, the terms of such Plan, (ii) the Company has accepted and approved such election in accordance with the terms of such Plan and (iii) the deferral amount so elected is credited on behalf of such person in accordance with the terms of such Plan, the Obligation in respect thereof will be a valid and binding obligation of the Company, enforceable in accordance with the terms of such Plan.

The foregoing opinion is subject to the following exceptions, limitations and qualifications:

A. We are admitted to practice law in the State of Delaware and do not hold ourselves out as being experts on the law of any other jurisdiction. The foregoing opinion is limited to the laws of the State of Delaware currently in effect, and we have not considered and express no opinion on the effect of the laws of any other state or jurisdiction, including state or federal laws relating to securities or other federal laws, or the rules and regulations of stock exchanges or of any other regulatory body. In addition, we have not considered and express no opinion as to the applicability of or any compliance with the Delaware Securities Act, 6 Del. C. § 7301 et seq., or any rules or regulations promulgated thereunder.

SAIC Gemini, Inc.

September 27, 2013

Page 3

B. Our opinion as set forth above is subject to (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally, (ii) principles of equity, including principles of commercial reasonableness, good faith and fair dealing and the applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) the discretion of the court before which any proceeding in respect of either of the Plans or any action or determination thereunder or any transaction contemplated thereby may be brought, (iv) applicable public policy with respect to the enforceability of provisions relating to indemnification or any applicable law relating to exculpation of officers or directors in their capacity as such, (v) applicable escheat laws, (vi) applicable laws relating to arbitration, and (vii) applicable laws relating to the restrictions on transfers or assignments of rights under the Plans.

This opinion speaks only as of the date hereof, and we shall have no obligation to update this opinion in any respect after the date hereof, including with respect to changes in law occurring on or after the date hereof.

We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

JMZ/BVF

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our audit report dated April 30, 2013, relating to the combined financial statements of the Technical, Engineering and Enterprise Information Technology Services Business (the “Company”) of SAIC, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the fact that the accompanying combined financial statements have been derived from the consolidated financial statements and accounting records of SAIC, Inc., that the combined financial statements include expense allocations for certain corporate functions historically provided by SAIC, Inc. and that these allocations may not be reflective of the actual expense which would have been incurred had the Company operated as a separate entity apart from SAIC, Inc., and that included in Note 4 to the combined financial statements is a summary of transactions with related parties), appearing in the effective Registration Statement on Form 10 of SAIC Gemini, Inc. for the years ended January 31, 2013, 2012, and 2011 filed on September 9, 2013, as amended.

/s/ DELOITTE & TOUCHE LLP

McLean, Virginia

September 27, 2013