Committee Charter

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The Special Activities Committee (the “Committee”) is established by the Board of Directors (the “Board”) to review, monitor, and, as appropriate, report and make recommendations to the Board with respect to, Company business activities which involve matters that have been classified for purposes of national security by an agency or instrumentality of the government customer (“Classified Business”) and the Company’s efforts to address technology gaps to support the Company’s strategy.

Committee Membership

The Committee shall consist of no fewer than two directors. All Committee members shall meet the independence requirements of the Company’s Governance Principles as determined by the Board. Each member of the Committee shall obtain applicable security clearances as required by the relevant government agency for performance of Committee responsibilities and otherwise comply with requirements for the handling and review of classified data.

Committee Authority and Responsibilities

The Committee shall meet at such times as deemed necessary by the chair of the Committee. The Committee shall report its actions and recommendations to the Board. At all times consistent with national security requirements, the Committee may invite to its meetings any director, officer of the Company, or such other person as it deems appropriate in order to assist it in performing its responsibilities. The Committee may form and delegate authority to subcommittees where appropriate.

The Committee shall have the following authority and responsibilities:

  1. Review Company programs, activities, strategic pursuits and potential acquisitions involving the Company’s Classified Business which involve special performance, financial, reputational or other risks.
  2. Review Company cybersecurity, including with respect to Company internal IT systems, products, programs and factories, etc.
  3. Review policies, practices, processes, procedures, risk management and internal controls applicable to the Company’s Classified Business and when appropriate report and make recommendations to the Board with respect to such matters.
  4. Review the Company’s critical technology gaps (as identified in its Technology Roadmaps) and how the Company is addressing such gaps, including through internal research and development, customer-funded research and development, capital and other investments, partnerships and other relationships, and mergers and acquisitions.
  5. Support the Management Development and Compensation Committee as required in the review of talent development/succession planning for key technology positions in the Company.
  6. Oversee management of such risks as may be assigned periodically to the Committee by the Board as a result of the Enterprise Risk Management process or otherwise.
  7. At all times consistent with national security requirements, retain and/or terminate outside advisors or consultants to be used to assist the Committee in performing its duties and responsibilities, and approve such advisors’ or consultants’ fees and other retention terms.
  8. Review and assess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.v
  9. Review annually the Committee’s own performance.

The Committee undertakes such additional activities within the scope of its primary functions as the Committee or the Board may from time to time determine.

November 2017