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| NOC > SEC Filings for NOC > Form 8-K on 19-Dec-2008 | All Recent SEC Filings |
19-Dec-2008
Change in Directors or Principal Officers, Financial Statements and Ex
• Elimination of lump-sum value for any perquisites
• Change in the definition of bonus for severance from the highest of the last three years earned to the target bonus in the year of the change in control
• Amendments related to compliance with Section 162(m) of the U.S. Internal Revenue Code
Termination of Employment Agreement of Ronald D. Sugar
On December 17, 2008, Dr. Sugar executed a letter agreement (the "Letter
Agreement") confirming a mutual agreement between Dr. Sugar and the Company to
terminate his Employment Agreement with the Company dated February 19, 2003. The
Letter Agreement, attached hereto as Exhibit 10.2, supersedes all prior
agreements regarding Dr. Sugar's employment matters, terminates all rights and
obligations under or pursuant to the Employment Agreement, and shall become
effective on December 31, 2008. In addition, it includes a provision providing
Dr. Sugar "retirement" treatment of his equity grants in the event he is
terminated without Cause (as such term is defined in his equity grant
certificates) before he has ten years of service with the Company for purposes
of the Northrop Grumman 2001 Long-Term Incentive Stock Plan (LTISP).
Amendment to Letter Agreement and to Supplemental Retirement Replacement Plan of
James F. Palmer
On December 17, 2008, the Company entered into an Amendment to Letter Agreement
with James F. Palmer, Corporate Vice President and Chief Financial Officer of
the Company, to amend certain terms in Sections 5, 9, 10, 11, 13 and 14 of his
offer letter agreement with the Company dated February 1, 2007, which was filed
as Exhibit 10(3) to the Company's Form 10-Q for the quarter ended March 31,
2007. Also on December 17, the Company amended Mr. Palmer's Northrop Grumman
Corporation Supplemental Retirement Replacement Plan, which was filed as
Exhibit 10(2) to the Company's Form 10-Q for the quarter ended June 30, 2007.
The amendments in both cases were made to address the impact of Section 409A of
the U.S. Internal Revenue Code. The Amendment to Letter Agreement, attached
hereto as Exhibit 10.3, is effective as of January 1, 2008. The Northrop Grumman
Supplemental Retirement Replacement Plan, as Restated, is restated effective
January 1, 2008 and is attached hereto as Exhibit 10.4. The foregoing summaries
of the various agreements and amendments do not purport to be complete.
Reference should be made to the various agreements and amendments attached as
Exhibits to this Form 8-K for an understanding of their terms and provisions.
Exhibit 10.1 Form of Northrop Grumman Corporation January 2009 Special
Agreement effective as of January 1, 2009 (incorporated by
reference to Exhibit 10.1 to Northrop Grumman Corporation Form
8-K dated November 7, 2008, filed November 13, 2008)
Exhibit 10.2 Letter Agreement dated December 17, 2008 between Northrop
Grumman Corporation and Ronald D. Sugar relating to termination
of Employment Agreement dated February 19, 2003 between
Dr. Sugar and Northrop Grumman Corporation
Exhibit 10.3 Amendment to Letter Agreement between Northrop Grumman
Corporation and James F. Palmer dated December 17, 2008
Exhibit 10.4 Northrop Grumman Supplemental Retirement Replacement Plan, as
Restated, dated January 1, 2008 between Northrop Grumman
Corporation and James F. Palmer
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