UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 28, 2020, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of Science Applications International Corporation (the “Company”) adopted a revised SAIC Executive Severance, Change in Control and Retirement Policy (the “Policy”), which became effective as of July 1, 2020. The Policy specifies the compensation and benefits payable in connection with certain termination and retirement events for eligible executive officers of the Company (the “Executive Officers”). The Committee amended the Policy to, among other things, (i) modify the applicable change in control termination period for Executive Officers, (ii) require that an Executive Officer enter into a two-year non-competition agreement with the Company in order to receive the benefits set forth in the Plan in the event of a termination or retirement thereof, (iii) include a clawback right for the Company in the event that an Executive Officer violates any proprietary information, confidentiality or non-compete obligation, or any other term of the Policy, (iv) provide certain pro-rated bonus payments and medical benefits to an Executive Officer in the event of a termination or retirement thereof, and (v) allow for the continued vesting of previously granted equity awards held by an Executive Officer in the event of a non-change in control termination or the retirement thereof.
The foregoing description of the Policy is not complete and is subject to, and qualified in its entirety by, the full text of the Policy, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |||
| 10.1 |
SAIC Executive Severance, Change in Control and Retirement Policy, effective as of July 1, 2020. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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SIGNATURES
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 hereunto duly authorized.
| SCIENCE APPLICATIONS INTERNATIONAL CORPORATION | ||||||
| Date: July 2, 2020 |
By: |
/s/ Steven G. Mahon | ||||
| Steven G. Mahon | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
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