Other Information.
+Added: Rule 10b5-1 trading arrangement
+Added: During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
LEIDOS HOLDINGS, INC.
+Added: Severance Plan for Executive Officers
+Added: On July 27, 2023, the Human Resources and Compensation Committee of the Board of Directors of Leidos Holdings, Inc.
+Added: (the “Company”) approved an amendment and restatement of the Company’s Severance Plan for Executive Officers (the “Severance Plan”, which was formerly known as the Executive Severance Plan).
+Added: In general, as amended, Severance Plan coverage is limited to officers subject to Section 16 of the Securities Exchange Act of 1934 and other individuals designated as eligible by the Human Resources and Compensation Committee of the Board of Directors.
+Added: The Company most recently amended the Severance Plan effective as of July 25, 2019, as disclosed in the Form 10-Q filed on October 29, 2019.
+Added: The Chief Executive Officer does not participate in the Severance Plan.
+Added: The benefits under the Severance Plan generally are unchanged.
+Added: The amendment and restatement of the Severance Plan clarifies that a pro rata bonus is owed for the year of termination only if the participant was employed for at least 90 days during the year and that financial planning benefits are provided to eligible participants during their year of termination.
+Added: It also narrowed the “change in control” definition that applies for purposes of determining whether enhanced severance benefits may be payable by increasing the trigger amount from 25% to 50% of the outstanding voting power of the Company, and made a number of other conforming and clarifying changes.
+Added: The foregoing summary is qualified in its entirety by the Severance Plan, which is filed as Exhibit 10.2 to this Form 10-Q and incorporated herein by reference.
+Added: LEIDOS HOLDINGS, INC.
Number Description of Exhibit
−Removed: 4.1 Officers' Certificate of Leidos, Inc., dated as of February 28, 2023.
−Removed: Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on February 28, 2023.
−Removed: 4.2 Form of Global Note representing Leidos, Inc.'s 5.750% Notes due 2033.
−Removed: Included in Exhibit 4.1 and incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on February 28, 2023.
−Removed: 10.1 Credit Agreement, dated March 10, 2023, by and among Leidos Holdings, Inc., Leidos, Inc., the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 14, 2023.
−Removed: 10.2 Executive Employment Agreement, dated February 23, 2023, between Leidos Holdings, Inc.
−Removed: and Thomas A.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023.
−Removed: 10.3 Retirement Agreement, dated March 28, 2023, between Leidos Holdings, Inc.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (Amendment No.
−Removed: 1) filed with the SEC on March 31, 2023 .
+Added: 10.1 Form of Commercial Paper Dealer Agreement between Leidos, Inc., as issuer, Leidos Holdings, Inc., as guarantor, and the applicable Dealer party thereto.
+Added: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 12, 2021.
+Added: 10.2 Amended and Restated Leidos Holdings, Inc.
+Added: Severance Plan for Executive Officers, effective July 27, 2023.
22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
+Added: Incorporated herein by reference to Exhibit 22 to our Quarterly Report on Form 10-Q filed with the SEC on May 2, 2023.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: August 1, 2023
Leidos Holdings, Inc.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.