Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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8: EX-10.7 Material Contract HTML 99K
16: EX-21 Subsidiaries List HTML 45K
17: EX-23.1 Consent of Experts or Counsel HTML 38K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
20: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
21: EX-32.2 Certification -- §906 - SOA'02 HTML 37K
93: R1 Document and Entity Information HTML 71K
74: R2 Consolidated Balance Sheets HTML 140K
89: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
97: R4 Consolidated Statements Of Income HTML 131K
121: R5 Consolidated Statements Of Comprehensive Income HTML 83K
77: R6 Consolidated Statements Of Stockholders' Equity HTML 107K
88: R7 Consolidated Statements Of Stockholders' Equity HTML 42K
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68: R8 Consolidated Statements Of Cash Flows HTML 198K
57: R9 Consolidated Statements Of Cash Flows HTML 37K
(Parenthetical)
123: R10 Summary of Significant Accounting Policies HTML 233K
99: R11 Discontinued Operations HTML 162K
98: R12 Acquisitions HTML 148K
105: R13 Goodwill and Intangible Assets HTML 188K
106: R14 Composition of Certain Financial Statement HTML 156K
Captions
103: R15 Revolving Credit Facility HTML 44K
107: R16 Notes Payable and Long-Term Debt HTML 125K
90: R17 Related Party Transactions HTML 47K
94: R18 Accumulated Other Comprehensive Loss HTML 65K
101: R19 Earnings Per Share (Eps) HTML 190K
132: R20 Stock-Based Compensation HTML 376K
116: R21 Income Taxes HTML 249K
83: R22 Retirement Plans HTML 55K
100: R23 Leases HTML 96K
86: R24 Supplementary Income Statement and Cash Flow HTML 102K
Information
47: R25 Business Segment Information HTML 137K
117: R26 Legal Proceedings HTML 88K
127: R27 Other Commitments and Contingencies HTML 62K
62: R28 Selected Quarterly Financial Data (Unaudited) HTML 185K
61: R29 Summary of Significant Accounting Policies HTML 213K
(Policies)
66: R30 Summary of Significant Accounting Policies HTML 80K
(Tables)
67: R31 Discontinued Operations (Tables) HTML 85K
69: R32 Acquisitions (Tables) HTML 89K
36: R33 Goodwill and Intangible Assets (Tables) HTML 109K
114: R34 Composition of Certain Financial Statement HTML 95K
Captions (Tables)
81: R35 Notes Payable and Long-Term Debt (Tables) HTML 83K
84: R36 Accumulated Other Comprehensive Loss (Tables) HTML 46K
52: R37 Earnings Per Share (Eps) (Tables) HTML 114K
130: R38 Stock-Based Compensation (Tables) HTML 193K
28: R39 Income Taxes (Tables) HTML 144K
71: R40 Leases (Tables) HTML 61K
120: R41 Supplementary Cash Flow Information (Tables) HTML 69K
49: R42 Business Segment Information (Tables) HTML 83K
60: R43 Selected Quarterly Financial Data (Unaudited) HTML 110K
(Tables)
65: R44 Summary of Significant Accounting Policies - HTML 120K
Additional Information (Detail)
75: R45 Separation Transaction Expenses (Detail) HTML 52K
35: R46 Summary of Significant Accounting Policies HTML 47K
Restructuring Reserve (Details)
56: R47 Schedule of Depreciation using Estimated Useful HTML 46K
Lives (Detail)
30: R48 Discontinued Operations - Additional Information HTML 57K
(Detail)
119: R49 (Operating Results Classified as Discontinued HTML 58K
Operations) (Detail)
48: R50 Discontinued Operations (Schedule of Major Class HTML 79K
of Asset and Liabilities Included in Discontinued
Operations) (Details)
115: R51 Schedule of Acquisition Information (Detail) HTML 40K
53: R52 Schedule of Purchase Price Allocations Related to HTML 47K
Acquisitions (Detail)
72: R53 Acquisitions - Additional Information (Detail) HTML 76K
29: R54 Acquisitions (Break-up of Purchase Price HTML 48K
Allocation) (Details)
33: R55 Estimated Fair Values of Assets Acquired and HTML 64K
Liabilities Assumed (Detail)
64: R56 Schedule of Changes in Goodwill by Segment HTML 47K
(Detail)
40: R57 Goodwill and Intangible Assets - Additional HTML 49K
Information (Detail)
124: R58 Schedule of Intangible Assets Including Estimates HTML 55K
of Assets Acquired (Detail)
79: R59 Schedule of Amortization Expense for Finite-Lived HTML 51K
Intangible Assets (Detail)
104: R60 Schedule of Certain Financial Statement Captions HTML 141K
(Detail)
55: R61 Revolving Credit Facility - Additional Information HTML 55K
(Detail)
58: R62 Notes Payable and Long-Term Debt - Additional HTML 60K
Information (Detail)
112: R63 Schedule of Notes Payable and Long-Term Debt HTML 69K
(Detail)
108: R64 Schedule of Notes Payable and Long-Term Debt HTML 43K
(Parenthetical) (Detail)
82: R65 Schedule of Maturities of Notes Payable and HTML 57K
Long-Term Debt (Detail)
110: R66 Related Party Transactions - Additional HTML 64K
Information (Detail)
54: R67 Accumulated Other Comprehensive Loss - Additional HTML 37K
Information (Detail)
87: R68 Schedule of Accumulated Other Comprehensive Loss HTML 53K
(Detail)
126: R69 Schedule of Accumulated Other Comprehensive Loss HTML 43K
(Parenthetical) (Detail)
32: R70 Reconciliation of Income used in Calculating HTML 75K
Earnings per Share (Detail)
46: R71 Reconciliation of Weighted Average Number of HTML 44K
Shares Outstanding (Detail)
73: R72 Schedule of Basic and Diluted EPS (Detail) HTML 69K
38: R73 Schedule of Stock-Based Awards Excluded from HTML 40K
Weighted Average Shares Outstanding (Detail)
129: R74 Earnings Per Share (Shares Repurchased) (Details) HTML 51K
50: R75 Stock-Based Compensation - Additional Information HTML 129K
(Detail)
41: R76 Schedule of Stock-Based Compensation and Related HTML 47K
Tax Benefits Recognized (Detail)
45: R77 Schedule of Weighted Average Grant-Date Fair Value HTML 51K
and Assumptions Used (Detail)
34: R78 Schedule Of Share-Based Compensation Activity HTML 42K
Related To Exercise Of Stock Options (Detail)
37: R79 Schedule of Stock Option Activity (Detail) HTML 104K
95: R80 Schedule of Vesting Stock Award Activity (Detail) HTML 68K
43: R81 Schedule of Performance-Based Stock Award Activity HTML 64K
(Detail)
125: R82 Schedule of Provision for Income Taxes (Detail) HTML 54K
70: R83 Schedule of Reconciliation of Provision for Income HTML 65K
Taxes (Detail)
102: R84 Schedule of Reconciliation of Provision for Income HTML 38K
Taxes (Parenthetical) (Detail)
109: R85 Schedule Of Deferred Tax Assets (Liabilities) HTML 83K
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42: R86 Schedule of Net Deferred Tax Assets (Detail) HTML 47K
44: R87 Schedule of Changes in Unrecognized Tax Benefits HTML 53K
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122: R88 Income Taxes - Additional Information (Detail) HTML 70K
39: R89 Retirement Plans - Additional Information (Detail) HTML 53K
96: R90 Leases - Additional Information (Detail) HTML 43K
92: R91 Leases (Schedule of Rental Expense for Facilities HTML 43K
and Equipment) (Detail)
113: R92 Leases (Schedule of Future Minimum Lease HTML 72K
Commitments and Sublease Receipts under
Non-Cancelable Operating Leases) (Detail)
91: R93 Leases (Sale and Leaseback Agreement) (Details) HTML 67K
78: R94 Schedule of Supplementary Cash Flow Information HTML 64K
(Detail)
118: R95 Schedule of Supplementary Cash Flow Information HTML 38K
(Parenthetical) (Detail)
76: R96 Schedule of Segment Reporting Information by HTML 61K
Segment (Detail)
51: R97 Business Segment Information - Additional HTML 36K
Information (Detail)
85: R98 Schedule of Total Revenue Percentages HTML 41K
Contributable to Specific Government Agencies
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80: R99 Legal Proceedings - Additional Information HTML 105K
(Detail)
63: R100 Other Commitments and Contingencies - Additional HTML 64K
Information (Detail)
133: R101 Schedule of Selected Quarterly Financial Data HTML 78K
(Detail)
111: R102 Schedule of Selected Quarterly Financial Data HTML 47K
(Parenthetical) (Detail)
128: XML IDEA XML File -- Filing Summary XML 189K
31: EXCEL IDEA Workbook of Financial Reports XLSX 455K
59: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.76M
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BY ACCEPTING THE OPTION DESCRIBED IN THIS AGREEMENT, YOU VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND IN THE PLAN.
Leidos Holdings,
Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its Common Stock, $0.0001 par value per share, (“Stock”), to the participant named in the Grant Summary (as defined below) (“Optionee”). Optionee is a non-employee director of the Company. Certain specific details of the award of this Option, including Option Shares, Option Price and Grant Date, may be found in the Grant Summary and are hereby incorporated by reference into this Agreement. The terms and conditions of the Option are set forth in this Agreement and in the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”).
1. DEFINITIONS.
The following terms shall have the meanings as defined below. Capitalized terms used herein and not defined shall have the meanings attributed to them in the Plan.
“Administrator” shall have the meaning as defined in the Plan.
“Affiliate” shall mean 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.
“Cause” shall have the meaning as defined in the Plan.
“Committee”
shall have the meaning as defined in the Plan.
“Expiration Date” shall have the meaning as defined in Section 3 below.
“Fair Market Value” shall have the meaning as defined in the Plan.
“Grant Date” shall mean the date of the award of this Option as set forth in the Grant Summary.
“Grant
Summary” shall mean the summary of this award as reflected in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award).
“Option Price” shall mean the exercise price per Option Share applicable to this Option set forth in the Grant Summary.
“Option Shares” shall mean the number of shares of Stock issuable upon exercise of the Option as set forth in the Grant Summary.
“Permanent
Disability” shall mean the status of disability determined conclusively by the Committee based upon certification of disability by the Social Security Administration or upon such other proof as the Committee may require, effective upon receipt of such certification or other proof by the Committee.
“Special Retirement” shall mean retirement by an Optionee who is a director of the Company either (A) after reaching the applicable mandatory retirement age at retirement or (B) at the end of a term of office if Optionee is not nominated for a successive term of office on account of the fact that Optionee would have reached the applicable mandatory retirement age during such successive term of office, regardless of years of service with the Company.
“Vesting
Date” shall have the meaning as defined in Section 4.1 below.
2. GRANT OF OPTION; NUMBER OF SHARES; OPTION PRICE. The Company hereby grants to Optionee an Option to purchase all or any part of the Option Shares at the Option Price.
3. TERM OF OPTION. This Option shall terminate upon the earlier to occur of: (i) seven (7) years from the Grant Date (the “Expiration Date”); or (ii) the expiration of the applicable period following the occurrence of any of the events specified in Section 5 hereof. The Company shall have no obligation to provide Optionee with notice of termination or expiration of this Option.
4. EXERCISE
OF OPTION.
4.1 General Schedule of Vesting and Exercisability. Subject to the terms of the Plan and this Agreement, this Option shall vest and become exercisable in accordance with the following schedule:
a)
The Option may be exercised as to 100% of the Option Shares on or after the earlier of: (i) the first-year anniversary of the Grant Date or (ii) the date the annual meeting of stockholders of the Company following the Grant Date is concluded (the “Vesting Date”).
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b)
The
Option may not be exercised in whole or in part at any time prior to the Vesting Date.
Optionee may purchase all, or from time to time, any part of the maximum number of Option Shares which are then exercisable. Except as set forth in Section 4.4 below, this Option shall be exercisable only by Optionee.
4.2 General Terms of Exercise. Subject to the terms of the Plan and this Agreement, the Option shall be exercised pursuant to procedures established by the Committee, which may include electronic or voice procedures as may be specified by the Committee and which may include a requirement to acknowledge this Agreement prior to exercise. Acceptable forms and methods of payment to exercise the Option may
include (i) by cashier’s check, money order or wire transfer; (ii) by a cashless exercise procedure; or (iii) by tendering shares of Common Stock of the Company acceptable to the Committee valued at their Fair Market Value as of the date of exercise.
4.3 Treatment of Special Retirement. If Optionee has met the provisions of the definition of the term “Special Retirement” in Section 1 above, the right to exercise this Option shall continue to vest and be exercisable in accordance with the schedule set forth in Section 4.1 above.
4.4 Treatment of Death or Permanent Disability. Notwithstanding anything
to the contrary herein, if Optionee ceases to be affiliated with the Company or any Affiliate as a result of Optionee’s death or Permanent Disability, or if Optionee’s death or Permanent Disability occurs following a Special Retirement, any unvested portion of this Option shall accelerate and become fully exercisable. Following Optionee’s death, this Option may be exercised only by the executor or administrator of the Optionee’s estate or, if there is none, the person entitled to exercise the Option under Optionee’s will or the laws of descent and distribution. Following Optionee’s termination of affiliation as a result of Optionee’s Permanent Disability, if a guardian or conservator has been appointed to act for Optionee and been granted this authority as part of that appointment, that guardian or conservator may exercise this Option on behalf of Optionee.
5.
TERMINATION
OF OPTION; EVENTS IMPACTING ABILITY TO EXERCISE OPTION.
5.1 Termination of Affiliation. If Optionee ceases to be affiliated with the Company or an Affiliate for any reason other than death, Special Retirement, Permanent Disability or Cause, Optionee may exercise this Option within the ninety (90) day period following such cessation of affiliation, but only to the extent that this Option was exercisable at the date of such cessation of affiliation and Optionee’s rights to exercise the Option have not been suspended as of the date of such cessation of affiliation. This Option shall terminate on the earlier to occur of the expiration of such ninety (90) day period or the Expiration Date.
5.2 Removal
for Cause. If Optionee is a director of the Company or an Affiliate and is removed for Cause as determined by the Administrator of the Plan, this Option and all of Optionee’s rights with respect thereto shall immediately terminate on the date of such removal.
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5.3 Termination
for Breach of Obligation. Notwithstanding the right of Optionee to continued vesting upon Special Retirement under Section 4.3 above, the Company shall have the right to terminate this Option prior to the Vesting Date if Optionee breaches his or her contractual or legal obligations to the Company or an Affiliate (“Breach of Obligation”).
5.4 Termination of Unexercised Options. If any portion of the Option is not exercised by the earlier of: (i) the end of the applicable period specified in Sections 5.1 or 5.2 or (ii) the Expiration Date, any such unexercised portion and all of Optionee’s rights with respect thereto shall terminate.
6. TAX
WITHHOLDING. If the Company or any Affiliate is required to withhold any federal, state, local or other taxes upon the exercise of this Option, Optionee shall remit an amount sufficient to satisfy any applicable tax withholding requirement in a form of payment satisfactory to the Administrator or the Committee, which may include by cashier’s check, money order or wire transfer or by the Company’s withholding Stock issued upon exercise of this Option to pay the required withholding. If the Company withholds Stock, the Fair Market Value of the Stock withheld, as determined as of the date of withholding, shall not exceed the minimum rates required by law.
7. RESTRICTIONS UNDER SECURITIES LAW. All shares of Stock covered by this Agreement are subject to any restrictions which may be imposed under applicable
state and federal securities laws and are subject to obtaining all necessary consents which may be required by, or any condition which may be imposed in accordance with, applicable state and federal securities laws or regulations.
8. INCORPORATION OF PLAN. The Option granted hereby is granted pursuant to the Plan, all the terms and conditions of which are hereby made a part hereof and are incorporated herein by reference. In the event of any inconsistency between the terms and conditions contained herein and those set forth in the Plan, the terms and conditions of the Plan shall prevail.
9. NO CONTINUED RIGHTS.
9.1 Nothing
in this Agreement (including, but not limited to, the right to exercise this Option pursuant to the schedule set forth in Section 4 herein), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall (i) confer upon Optionee any right to continue in the affiliation with the Company or an Affiliate, (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation, or (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan.
9.2 Optionee acknowledges and agrees that the right to exercise this Option pursuant to the schedule set forth in Section 4 is earned
only by continuing as a director of the Company
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(not through the act of being hired, being granted this Option or any other Option, award or benefit or acquiring shares hereunder) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems
appropriate (a “reorganization”). Optionee acknowledges and agrees that such a reorganization could result in the termination of Optionee’s relationship as a director of the Company or an Affiliate, and the loss of benefits available to Optionee under this Agreement, including but not limited to, the termination of the right to exercise the Options under this Agreement.
10. COPIES OF PLAN MATERIALS. Optionee acknowledges that Optionee has received copies of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, electronically from the Company. Optionee acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are also available
upon written or telephonic request to the Company.
11. MISCELLANEOUS. This Agreement contains the entire agreement between the parties with respect to its subject matter. This Agreement shall be binding upon and shall inure to the benefit of the respective parties, the successors and assigns of the Company, and the heirs, legatees, and personal representatives of Optionee.
12. ACKNOWLEDGMENT. Optionee acknowledges that accepting the Option constitutes an unequivocal acceptance of this Agreement and any attempted modifications or deletions will have no force or effect upon the Company’s right to enforce the terms and conditions stated herein.
13. GOVERNING
LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without reference to such state’s principles of conflict of laws.
By accepting the Option, you agree to all of the terms and conditions set forth above and in the Plan.
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Dates Referenced Herein and Documents Incorporated by Reference