Science Applications International Corp

Code Section 162(m) denies a deduction to any publicly-held corporation for compensation paid to certain “covered employees,”

including our NEOs, in a taxable year to the extent that compensation to the covered employee exceeds $1,000,000.

Section 409A of the Code

The foregoing discussion of tax consequences of awards under the Plan assumes that the award discussed is either not

considered a “deferred compensation arrangement” subject to Section 409A of the Code, or has been structured to comply with

its requirements. If an award is considered a deferred compensation arrangement subject to Section 409A but fails to comply, in

operation or form, with the requirements of Section 409A, the affected participant would generally be required to include in

income when the award vests the amount deemed “deferred,” would be required to pay an additional twenty percent (20%)

income tax on such amount, and would be required to pay interest on the tax that would have been paid but for the deferral.

Section 280G of the Code

Under the so-called “golden parachute” provisions of the Code, options that are granted or that vest in connection with a change

in control of the company may be required to be valued and taken into account in determining whether the participant has

received payments in the nature of compensation that are contingent on the change in control in excess of certain limits. If these

limits are exceeded the excess may be subject to an additional 20% federal income tax and may be nondeductible to the

company.