Other Information.
−Removed: Rule 10b5-1 trading arrangement
−Removed: 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.
−Removed: LEIDOS HOLDINGS, INC.
−Removed: Severance Plan for Executive Officers
−Removed: On July 27, 2023, the Human Resources and Compensation Committee of the Board of Directors of Leidos Holdings, Inc.
−Removed: (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).
−Removed: 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.
−Removed: 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.
−Removed: The Chief Executive Officer does not participate in the Severance Plan.
−Removed: The benefits under the Severance Plan generally are unchanged.
−Removed: 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.
−Removed: 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.
−Removed: 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: Securities Trading Plans of Directors and Executive Officers
+Added: The following table includes the material terms of each trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended ("Rule 10b5-1 Plan") by our executive officers and directors during the three months ended September 29, 2023:
+Added: Name and title
+Added: Date of adoption (1)
+Added: Date of termination
+Added: Scheduled expiration date (2)
+Added: Aggregate number of shares of common stock to be purchased or sold (3)
+Added: Moos , President - Civil
+Added: August 3, 2023 N/A March 2, 2024 Up to 2,134 shares underlying options expiring March 2, 2024
+Added: (1) Transactions under each Rule 10b5-1 Plan commence no earlier than 90 days after adoption , or such later date as required by Rule 10b5-1.
+Added: (2) Each Rule 10b5-1 Plan may expire on such earlier date as all transactions are completed.
+Added: (3) Each Rule 10b5-1 Plan provides for shares to be sold on multiple predetermined dates.
LEIDOS HOLDINGS, INC.
Number Description of Exhibit
−Removed: 10.1 Form of Commercial Paper Dealer Agreement between Leidos, Inc., as issuer, Leidos Holdings, Inc., as guarantor, and the applicable Dealer party thereto.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 12, 2021.
10.1 Amended and Restated Leidos Holdings, Inc.
Severance Plan for Executive Officers, effective July 27, 2023.
+Added: Incorporated herein by reference to Exhibit 10.2 on Form 10-Q filed with the SEC on August 1, 2023.
22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
12 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.
−Removed: August 1, 2023
+Added: October 31, 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.