Employee Stock Purchase Plan (ESPP)

An Overview for Legacy Engility Employees

Table of Contents

What is ESPP?

How the ESPP Works

Review of Plan Rules

How to Enroll

What is ESPP?

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ESPP is the acronym for the Employee Stock Purchase Plan.

It is a stock plan offered by public companies in the U.S. for their employees to contribute

a portion of their post-tax wages to purchase company’s common stock at a discount.

Engility’s ESPP was closed in December 2018 prior to the acquisition. The legacy ESPP contribution

elections from Fidelity will not roll over. You must enroll into the new SAIC ESPP to participate.

Participation in the ESPP is completely voluntary and both the opportunities and the potential risks of investing

through the ESPP should be carefully considered. SAIC does not guarantee its stock price performance and the

value of shares purchased through the ESPP can increase or fall.

Benefits of participating in ESPP

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Become an owner of the company.

Be eligible for dividend payments.

Vote at shareholder meetings.

Purchases are made at a 5% discount from the market stock price.

Participation is easy:

o Contributions are automatically deducted from each paycheck

o Purchases are made on your behalf

No transaction fees paid on any share purchases.

ESPP Participation Eligibility

 Any individual who is an employee of the legacy Engility except:

o Casual employees;

o On-call employees;

o Interns; and

o Employees who are citizens or residents of a foreign jurisdiction (without regard to whether they are

also citizens of the United States or resident aliens), unless on United States-based payroll.

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ESPP Plan Highlights

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Discount

Offering Periods

Employee Contribution

Eligible Compensation

Contribution Limit

5% discount from the stock market price on the Purchase Date.

Four quarterly stock purchases per year.

1-10% contribution (whole percentage only).

Base salary, bonus, holiday and overtime pay.

$25,000 in stock value per year and 2,500 shares per quarter

Holding Requirement

You must hold the ESPP stock for one year before you can sell.

Transfer Restrictions There is a 21-month transfer restrictions period before you can

transfer ESPP stock from your Computershare account to the

brokerage of your choice.

Table of Contents

What is ESPP?

How the ESPP Works

Review of Plan Rules

How to Enroll

How the ESPP Works

You enroll in the ESPP

online or through a

Customer Service

Representative.

You contribute between 1%

and 10% of your pay

through biweekly after-tax

payroll deductions.

You purchase stock

quarterly at a 5% discount

using your accumulated

contributions.

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Sign up prior to the start of an

offering period to participate in

an offering period.

Elections automatically rollover

into the next cycle unless you

make a change.

Contribution amount is expressed

as a percentage of eligible

compensation (salary, bonuses,

commissions).

Payroll deductions must be a

whole percentage.

The number of shares is determined

by dividing accumulated

contributions by the purchase price.

Purchase up to 2,500

shares each quarter.

ESPP Offering Periods

• The Offering Period is the time when a participant sets aside part of his or her

paycheck to purchase SAIC stock.

• Payroll deductions are accumulated during this time and are used on the final

business day of the offering period to purchase SAIC common stock.

• Contributions may be changed or terminated during an offering period.

However, the timing of such transactions may impact your ability to purchase

stock.

• If you leave SAIC during an offering period and before the purchase date, your

contributions will be refunded to you via payroll on your last paycheck.

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There are Three ESPP Stock Purchase Opportunities in 2019

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ESPP Purchase Price

• Participants currently purchase SAIC stock at 5% discount off

the Fair Market Value of SAIC stock on the last business day

of an offering period.

• Fair Market Value is defined in the Plan as the closing price of

each trading day before the valuation date.

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$70

Day Before

Close Price

(100%)

$66.50

Your Price

(95%)

5% Discount

Example: Regular Stock Purchase

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April 1

Offering Period begins

June 30

Offering Period ends

Purchase Date

FMV Price

$70.00

Total contributions

$700.00

Share Purchase

Total contributions / Purchase price = Shares purchased

$700.00 / $70.00 = 10.00 shares

Note: All numbers are for illustrative purposes only.

Example: ESPP Stock Purchase at SAIC

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April 1

Offering Period begins

June 30

Offering Period ends

Purchase Date

FMV Price

$70.00

Total contributions

$700.00

Note: All numbers are for illustrative purposes only.

Purchase Price

Purchase date FMV price $70.00

5% discount ($3.50)

Purchase price $66.50

Share Purchase

Total contributions / Purchase price = Shares purchased

$700.00 / $66.50 = 10.52 shares

Total value at time of purchase = $736.40 (10.52 x $70)

A gain of $36.40 over total contributions

Tax and Dividends Overview

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Taxation

• 5% discount taxed like ordinary income: Income tax, Social Security and Medicare

taxes are withheld through payroll at purchase.

• Stock sale proceeds are subject to additional capital gain tax.

• ESPP stock sales are 1099-B reportable.

o 1099-B issued by Computershare in year following sale.

Dividends

• SAIC pays quarterly dividends.

o You can enroll in the Dividend Re-Investment Program.

o Receive dividends via a direct deposit.

o As a default payment method, a check will be mailed to your home address.

• Reportable on 1099-DIV issued by Computershare at the end of the year.

Table of Contents

What is ESPP?

How the ESPP Works

Review of Plan Rules

How to Enroll

ESPP Plan Rules

• ESPP participants must meet the eligibility criteria on the purchase date.

• Contributions percentage can be changed up or down at any time during the Offering Period.

• To receive full refund of ESPP contributions accumulated during the Offering Period, the withdrawal

request must be submitted by the deadline indicated in the ESPP Calendar.

• Shares must be held for a minimum of one year from the purchase date before you can sell them. Shares

are also restricted from transfer for 21 months from the Purchase Date.

• Employees are advised to review the Prospectus and Plan Document before making a decision to

participate in the ESPP. Employees are required to certify that they have received these documents during

the enrollment process.

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To access ESPP Plan documents and FAQs, visit the Legacy Engility

ESPP Portal at http://www.saic.com/eglbenefits/espp.

Table of Contents

What is ESPP?

How the ESPP Works

Review of Plan Rules

How to Enroll

S A I C P R O P R I E T A R Y

Accessing Your Account

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SAIC’s ESPP program is administered through Computershare, which offers employees a flexible suite of tools to

assist in plan management.

To participate, you need a Global ID and PIN to access your Computershare account online.

 Computershare mailed to your address on file two separate letters containing your Global ID and a temporary PIN.

 You can also obtain your temporary PIN by calling Computershare at 855-679-7242. You will be required to provide

your Global ID, or your Social Security Number (SSN) if you don’t know it, so a representative can access your

account details.

 Representatives are available Monday – Friday, from 3:00 a.m. to 9:00 p.m. EST, excluding New York Stock

Exchange holidays.

Online access via www.computershare.com/saicaccess

A small number of legacy Engility employees were issued SAIC network credentials. If you are one of those

employees, and have activated your network credentials, you can visit https://stock.saic.com to access your

Computershare account.

S A I C P R O P R I E T A R Y

Online Access

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Go to www.computershare.com/saicaccess

Select Employee Login to move on.

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S A I C P R O P R I E T A R Y

Online Access

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Select Activate Account to establish your account.

S A I C P R O P R I E T A R Y

Online Access

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Enter your Global ID and PIN and the characters shown in the image, and then select Continue.

Please contact Computershare if you have forgotten your PIN.

Key Considerations

S A I C P R O P R I E T A R Y

Online Access

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Review the information provided and update as necessary.

S A I C P R O P R I E T A R Y

Online Access

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Create a new User ID and Password.

Create a personal site seal. Enter three (3) words of your choice and select a color. Your site seal will appear the

next time you login as an added layer of verification.

S A I C P R O P R I E T A R Y

Online Access

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Select and answer three (3) security questions.

If you are using a public computer for this login, unselect this box. Select Next to continue.

S A I C P R O P R I E T A R Y

Entire Account Update Screen

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S A I C P R O P R I E T A R Y

Online Access

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Read the Terms and Conditions. Place a check in the box to show acceptance and choose Submit.

S A I C P R O P R I E T A R Y

Online Enrollment

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After successfully activating your account, you will be taken to this screen. Select the Enroll link to begin.

S A I C P R O P R I E T A R Y

Tax Certification

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You are encouraged to certify your account

online to avoid an additional mandatory backup

withholding tax on sale proceeds.

U.S. citizens and resident aliens are required

to complete Internal Revenue Service Form W-9.

Follow the prompts to complete the applicable

sections.

S A I C P R O P R I E T A R Y

Online Enrollment

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Review the Terms and Conditions and place a check in the box to show acceptance. Then click Next.

S A I C P R O P R I E T A R Y

Online Enrollment

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Enter your election in the field provided and click Next.

S A I C P R O P R I E T A R Y

Online Enrollment

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Review your election and if correct, click Submit.

S A I C P R O P R I E T A R Y

Online Enrollment

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A confirmation screen will display after the enrollment is processed successfully. Print the confirmation screen

for your records.

Questions?

Computershare Customer Service assists with most questions related to SAIC Equity Programs.

Toll Free (855) 679-7242

Toll (732) 645-4074

3:00 am – 9:00 pm ET, Monday-Friday (excluding NYSE holidays)

Online Account Access: www.computershare.com/saicaccess

If you have SAIC network credentials: https://stock.saic.com

You can also contact: SAICEquityProgr[email protected]

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