{"id":38627,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-of-control-employment-agreement-litton-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-employment-agreement-litton-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-employment-agreement-litton-industries-inc.html","title":{"rendered":"Change of Control Employment Agreement &#8211; Litton Industries Inc."},"content":{"rendered":"<pre>                                    FORM OF\n                    CHANGE OF CONTROL EMPLOYMENT AGREEMENT\n\n     AGREEMENT by and between Litton Industries, Inc., a Delaware corporation\n(the \"Company\") and ____________________ (the \"Executive\"), dated as of the\n_____ day of __________, _____.\n\n     The Board of Directors of the Company (the \"Board\") has determined that it\nis in the best interests of the Company and its shareholders to assure that the\nCompany will have the continued dedication of the Executive, notwithstanding the\npossibility, threat or occurrence of a Change of Control (as defined below) of\nthe Company.  The Board believes it is imperative to diminish the inevitable\ndistraction of the Executive by virtue of the personal uncertainties and risks\ncreated by a pending or threatened Change of Control and to encourage the\nExecutive's full attention and dedication to the Company currently and in the\nevent of any threatened or pending Change of Control, and to provide the\nExecutive with compensation and benefits arrangements upon a Change of Control\nwhich ensure that the compensation and benefits expectations of the Executive\nwill be satisfied and which are competitive with those of other corporations.\nTherefore, in order to accomplish these objectives, the Board has caused the\nCompany to enter into this Agreement.\n\n     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n     1.   Certain Definitions.\n          ------------------- \n\n          (a) The \"Effective Date\" shall mean the first date during the Change\nof Control Period (as defined in Section 1(b)) on which a Change of Control (as\ndefined in Section 2) occurs.  Anything in this Agreement to the contrary\nnotwithstanding, if a Change of Control occurs and if the Executive's employment\nwith the Company is terminated prior to the date on which the Change of Control\noccurs, and if it is reasonably demonstrated by the Executive that such\ntermination of employment (i) was at the request of a third party who has taken\nsteps reasonably calculated to effect a Change of Control or (ii) otherwise\narose in connection with or anticipation of a Change of Control, then for all\npurposes of this Agreement the \"Effective Date\" shall mean the date immediately\nprior to the date of such termination of employment.\n\n           (b) The \"Change of Control Period\" shall mean the period commencing\non the date hereof and ending on the third anniversary of the date hereof;\nprovided, however, that commencing on the date one year after the date hereof,\n--------  -------                                                             \nand on each annual anniversary of such date (such date and each annual\nanniversary thereof shall be hereinafter referred to as the \"Renewal Date\"),\nunless previously terminated, the Change of Control Period shall be\nautomatically extended so as to terminate three years from such Renewal Date,\nunless at least 60 days prior to the Renewal Date the Company shall give notice\nto the Executive that the Change of Control Period shall not be so extended.\n\n \n     2.   Change of Control.  For the purpose of this Agreement, a \"Change of\n          -----------------                                                  \nControl\" shall mean:\n\n          (a) The acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,\nas amended (the \"Exchange Act\")) (a \"Person\") of beneficial ownership (within\nthe meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of\neither (i) the then outstanding shares of common stock of the Company (the\n\"Outstanding Company Common Stock\") or (ii) the combined voting power of the\nthen outstanding voting securities of the Company entitled to vote generally in\nthe election of directors (the \"Outstanding Company Voting Securities\");\nprovided, however, that for purposes of this subsection (a), the following\n--------  -------                                                         \nacquisitions of stock shall not constitute a Change of Control:  (i) any\nacquisition directly from the Company, (ii) any acquisition by the Company,\n(iii) any acquisition by any employee benefit plan (or related trust) sponsored\nor maintained by the Company or any corporation controlled by the Company or\n(iv) any acquisition by any corporation pursuant to a transaction which complies\nwith clauses (i), (ii) and (iii) of subsection (c) of this Section 2; or\n\n          (b) Individuals who, as of the date hereof, constitute the Board (the\n\"Incumbent Board\") cease for any reason to constitute at least a majority of the\nBoard; provided, however, that any individual becoming a director subsequent to\n       --------  -------                                                       \nthe date hereof whose election, or nomination for election by the Company's\nshareholders, was approved by a vote of at least a majority of the directors\nthen comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of an actual or threatened election contest with respect to the election\nor removal of directors or other actual or threatened solicitation of proxies or\nconsents by or on behalf of a Person other than the Board; or\n\n          (c) Consummation of a reorganization, merger or consolidation or sale\nor other disposition of all or substantially all of the assets of the Company (a\n\"Business Combination\"), in each case, unless, following such Business\nCombination, (i) all or substantially all of the individuals and entities who\nwere the beneficial owners, respectively, of the Outstanding Company Common\nStock and Outstanding Company Voting Securities immediately prior to such\nBusiness Combination beneficially own, directly or indirectly, more than 60% of,\nrespectively, the then outstanding shares of common stock and the combined\nvoting power of the then outstanding voting securities entitled to vote\ngenerally in the election of directors, as the case may be, of the corporation\nresulting from such Business Combination (including, without limitation, a\ncorporation which as a result of such transaction owns the Company or all or\nsubstantially all of the Company's assets either directly or through one or more\nsubsidiaries) in substantially the same proportions as their ownership,\nimmediately prior to such Business Combination of the Outstanding Company Common\nStock and Outstanding Company Voting Securities, as the case may be, (ii) no\nPerson (excluding any employee benefit plan (or related trust) of the Company or\nsuch corporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 30% or more of, respectively, the then outstanding\nshares of common stock of the corporation resulting from such Business\nCombination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership existed\nprior to the Business Combination, and (iii) at least a majority of the members\nof the board of directors of the corporation resulting\n\n                                       2\n\n \nfrom such Business Combination were members of the Incumbent Board at the time\nof the execution of the initial agreement, or of the action of the Board,\nproviding for such Business Combination; or\n\n         (d) Approval by the shareholders of the Company of a complete\nliquidation or dissolution of the Company.\n\n     3.  Employment Period.  The Company hereby agrees to continue the Executive\n         -----------------                                                      \nin its employ, and the Executive hereby agrees to remain in the employ of the\nCompany subject to the terms and conditions of this Agreement, for the period\ncommencing on the Effective Date and ending on the third anniversary of such\ndate (the \"Employment Period\").\n\n     4.  Terms of Employment.\n         ------------------- \n\n         (a)  Position and Duties.\n              ------------------- \n\n              (i)  During the Employment Period, (A) the Executive's position\n(including status, offices, titles and reporting requirements), authority,\nduties and responsibilities shall be at least commensurate in all material\nrespects with the most significant of those held, exercised and assigned at any\ntime during the 120-day period immediately preceding the Effective Date and (B)\nthe Executive's services shall be performed at the location where the Executive\nwas employed immediately preceding the Effective Date or any office or location\nless than 35 miles from such location.\n\n              (ii) During the Employment Period, and excluding any periods of\nvacation and sick leave to which the Executive is entitled, the Executive agrees\nto devote reasonable attention and time during normal business hours to the\nbusiness and affairs of the Company and, to the extent necessary to discharge\nthe responsibilities assigned to the Executive hereunder, to use the Executive's\nreasonable best efforts to perform faithfully and efficiently such\nresponsibilities.  During the Employment Period it shall not be a violation of\nthis Agreement for the Executive to (A) serve on corporate, civic or charitable\nboards or committees, (B) deliver lectures, fulfill speaking engagements or\nteach at educational institutions and (C) manage personal investments, so long\nas such activities do not significantly interfere with the performance of the\nExecutive's responsibilities as an employee of the Company in accordance with\nthis Agreement.  It is expressly understood and agreed that to the extent that\nany such activities have been conducted by the Executive prior to the Effective\nDate, the continued conduct of such activities (or the conduct of activities\nsimilar in nature and scope thereto) subsequent to the Effective Date shall not\nthereafter be deemed to interfere with the performance of the Executive's\nresponsibilities to the Company.\n\n         (b)  Compensation.\n              ------------ \n\n              (i)  Base Salary. During the Employment Period, the Executive\n                   -----------                          \nshall receive an annual base salary (\"Annual Base Salary\"), which shall be paid\nat a monthly rate, at least equal to twelve times the highest monthly base\nsalary paid or payable, including any base salary which has been earned but\ndeferred, to the Executive by the Company and its affiliated companies in\nrespect of the twelve-month period immediately preceding the month in which the\nEffective Date occurs. During the Employment Period, the Annual Base Salary\nshall be\n                                       3\n\n \nreviewed no more than 12 months after the last salary increase awarded to the\nExecutive prior to the Effective Date and thereafter at least annually. Any\nincrease in Annual Base Salary shall not serve to limit or reduce any other\nobligation to the Executive under this Agreement. Annual Base Salary shall not\nbe reduced after any such increase and the term Annual Base Salary as utilized\nin this Agreement shall refer to Annual Base Salary as so increased. As used in\nthis Agreement, the term \"affiliated companies\" shall include any company\ncontrolled by, controlling or under common control with the Company.\n\n          (ii)  Annual Bonus.  In addition to Annual Base Salary, the Executive\n                ------------                                                   \nshall be awarded, for each fiscal year ending during the Employment Period, an\nannual bonus in cash at least equal to the Executive's highest award under the\nCompany's Performance Award Plan(s), or any comparable bonus under any\npredecessor or successor plan, for the last three full fiscal years prior to the\nEffective Date (any such award shall be annualized for any fiscal year in the\nevent that the Executive was not employed by the Company for the whole of such\nfiscal year) (the \"Annual Bonus\").  Each such Annual Bonus plus unpaid but due\namounts from prior awards shall be paid in accordance with the terms of the\nPerformance Award Plan or successor plan, but in no event later than such amount\nwould have been paid under the Performance Award Plan.  Any portion of an award\nmade under the Performance Award Plan, or any comparable or successor plan,\nshall be paid on the last day of the Employment Period to the extent not\npreviously paid but only if the Executive is employed on such date.\n\n          (iii) Incentive, Savings and Retirement Plans.  During the Employment\n                ---------------------------------------                        \nPeriod, the Executive shall be entitled to participate in all incentive\n(including stock option or similar incentive plans), savings and retirement\nplans, practices, policies and programs applicable generally to other peer\nexecutives of the Company and its affiliated companies, but in no event shall\nsuch plans, practices, policies and programs provide the Executive with\nincentive opportunities (measured with respect to both regular and special\nincentive opportunities, to the extent, if any, that such distinction is\napplicable), savings opportunities and retirement benefit opportunities, in each\ncase, less favorable, in the aggregate, than the most favorable of those\nprovided by the Company and its affiliated companies for the Executive under\nsuch plans, practices, policies and programs as in effect at any time during the\n120-day period immediately preceding the Effective Date or if more favorable to\nthe Executive, those provided generally at any time after the Effective Date to\nother peer executives of the Company and its affiliated companies.\n\n          (iv)  Welfare Benefit Plans.  During the Employment Period, the\n                ---------------------                                    \nExecutive and\/or the Executive's family, as the case may be, shall be eligible\nfor participation in and shall receive all benefits under welfare benefit plans,\npractices, policies and programs provided by the Company and its affiliated\ncompanies (including, without limitation, medical, prescription, dental,\ndisability, salary continuance, employee life, group life, accidental death and\ntravel accident insurance plans and programs) to the extent applicable generally\nto other peer executives of the Company and its affiliated companies, but in no\nevent shall such plans, practices, policies and programs provide the Executive\nwith benefits which are less favorable, in the aggregate, than the most\nfavorable of such plans, practices, policies and programs in effect for the\nExecutive at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive, those provided generally\nat any time after the Effective Date to other peer executives of the Company and\nits affiliated companies.\n\n                                       4\n\n \n          (v)     Expenses. During the Employment Period, the Executive shall be\n                  --------   \nentitled to receive prompt reimbursement for all reasonable expenses incurred by\nthe Executive in accordance with the most favorable policies, practices and\nprocedures of the company and its affiliated companies in effect for the\nExecutive at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive, as in effect generally at\nany time thereafter with respect to other peer executives of the Company and its\naffiliated companies.\n\n          (vi)    Fringe Benefits.  During the Employment Period, the Executive\n                  ---------------                                              \nshall he entitled to fringe benefits, including, without limitation, if\napplicable, tax and financial planning services, use of an automobile and\npayment of related expenses, in accordance with the most favorable plans,\npractices, programs and policies of the company and its affiliated companies in\neffect for the Executive at any time during the 120-day period immediately\npreceding the Effective Date or, if more favorable to the Executive, as in\neffect generally at any time thereafter with respect to other peer executives of\nthe Company and its affiliated companies.\n\n          (vii)   Office and Support Staff.  During the Employment Period, the\n                  ------------------------                                    \nExecutive shall be entitled to an office or offices of a size and with\nfurnishings and other appointments, and to exclusive personal secretarial and\nother assistance, at least equal to the most favorable of the foregoing provided\nto the Executive by the company and its affiliated companies at any time during\nthe 120-day period immediately preceding the Effective Date or, if more\nfavorable to the Executive, as provided generally at any time thereafter with\nrespect to other peer executives of the company and its affiliated companies.\n\n          (viii)  Vacation.  During the Employment Period, the Executive shall\n                  --------                                                    \nbe entitled to paid vacation in accordance with the most favorable plans,\npolicies, programs and practices of the Company and its affiliated companies as\nin effect for the Executive at any time during the 120-day period immediately\npreceding the Effective Date or, if more favorable to the Executive, as in\neffect generally at any time thereafter with respect to other peer executives of\nthe Company and its affiliated companies.\n\n     5.   Termination of Employment.\n          ------------------------- \n\n          (a) Death or Disability.  The Executive's employment shall terminate\n              -------------------                                             \nautomatically upon the Executive's death during the Employment Period.  If the\nCompany determines in good faith that the Disability of the Executive has\noccurred during the Employment Period (pursuant to the definition of Disability\nset forth below), it may give to the Executive written notice in accordance with\nSection 12(b) of this Agreement of its intention to terminate the Executive's\nemployment.  In such event, the Executive's employment with the Company shall\nterminate effective on the 30th day after receipt of such notice by the\nExecutive (the \"Disability Effective Date\"); provided that, within the 30 days\n                                             --------                         \nafter such receipt, the Executive shall not have returned to full-time\nperformance of the Executive's duties.  For purposes of this Agreement,\n\"Disability\" shall mean the absence of the Executive from the Executive's duties\nwith the Company on a full-time basis for 180 consecutive business days as a\nresult of incapacity due to mental or physical illness which is determined to be\ntotal and permanent by a physician selected by the Company or its insurers and\nacceptable to the Executive or the Executive's legal representative.\n\n                                       5\n\n \n          (b) Cause.  The Company may terminate the Executive's employment\n              -----                                                       \nduring the Employment Period for Cause.  For purposes of this Agreement, \"Cause\"\nshall mean:\n\n              (i)  the willful and continued failure of the Executive to perform\n     substantially the Executive's duties with the Company or one of its\n     affiliates (other than any such failure resulting from incapacity due to\n     physical or mental illness), after a written demand for substantial\n     performance is delivered to the Executive by the Board or the Chief\n     Executive Officer of the Company which specifically identifies the manner\n     in which the Board or Chief Executive Officer believes that the Executive\n     has not substantially performed the Executive's duties, or\n\n              (ii) the willful engaging by the Executive in illegal conduct or\n     gross misconduct which is materially and demonstrably injurious to the\n     Company.\n\nFor purposes of this provision, no act or failure to act, on the part of the\nExecutive, shall be considered \"willful\" unless it is done, or omitted to be\ndone, by the Executive in bad faith or without reasonable belief that the\nExecutive's action or omission was in the best interests of the Company.  Any\nact, or failure to act, based upon authority given pursuant to a resolution duly\nadopted by the Board or upon the instructions of the Chief Executive Officer or\na senior officer of the Company or based upon the advice of counsel for the\nCompany shall be conclusively presumed to be done, or omitted to be done, by the\nExecutive in good faith and in the best interests of the Company.  The cessation\nof employment of the Executive shall not be deemed to be for Cause unless and\nuntil there shall have been delivered to the Executive a copy of a resolution\nduly adopted by the affirmative vote of not less than three-quarters of the\nentire membership of the Board at a meeting of the Board called and held for\nsuch purpose (after reasonable notice is provided to the Executive and the\nExecutive is given an opportunity, together with counsel, to be heard before the\nBoard), finding that, in the good faith opinion of the Board, the Executive is\nguilty of the conduct described in subparagraph (i) or (ii) above, and\nspecifying the particulars thereof in detail.\n\n          (c) Good Reason.  The Executive's employment may be terminated by the\n              -----------                                                      \nExecutive for Good Reason.  For purposes of this Agreement, \"Good Reason\" shall\nmean:\n\n              (i)  the assignment to the Executive of any duties inconsistent in\n     any respect with the Executive's position (including status, offices,\n     titles and reporting requirements), authority, duties or responsibilities\n     as contemplated by Section 4(a) of this Agreement, or any other action by\n     the Company which results in a diminution in such position, authority,\n     duties or responsibilities, excluding for this purpose an isolated,\n     insubstantial and inadvertent action not taken in bad faith and which is\n     remedied by the Company promptly after receipt of notice thereof given by\n     the Executive;\n\n              (ii) any failure by the Company to comply with any of the\n     provisions of Section 4(b) of this Agreement, other than an isolated,\n     insubstantial and inadvertent failure not occurring in bad faith and which\n     is remedied by the Company promptly after receipt of notice thereof given\n     by the Executive;\n\n                                       6\n\n \n              (iii) the Company's requiring the Executive to be based at any\n     office or location other than as provided in Section 4(a)(i)(B) hereof or\n     the Company's requiring the Executive to travel on Company business to a\n     substantially greater extent than required immediately prior to the\n     Effective Date;\n\n              (iv)  any purported termination by the Company of the Executive's\n     employment otherwise than as expressly permitted by this Agreement; or\n\n              (v)   any failure by the Company to comply with and satisfy\n     Section 11(c) of this Agreement.\n\nFor purposes of this Section 5(c), any good faith determination of \"Good Reason\"\nmade by the Executive shall be conclusive.  Anything in this Agreement to the\ncontrary notwithstanding, a termination by the Executive for any reason during\nthe 30-day period immediately following the first anniversary of the Effective\nDate shall be deemed to be a termination for Good Reason for all purposes of\nthis Agreement.\n\n          (d) Notice of Termination.  Any termination by the Company for Cause,\n              ---------------------                                            \nor by the Executive for Good Reason, shall be communicated by Notice of\nTermination to the other party hereto given in accordance with Section 12(b) of\nthis Agreement.  For purposes of this Agreement, a \"Notice of Termination\" means\na written notice which (i) indicates the specific termination provision in this\nAgreement relied upon, (ii) to the extent applicable, sets forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nthe Executive's employment under the provision so indicated and (iii) if the\nDate of Termination (as defined below) is other than the date of receipt of such\nnotice, specifies the termination date (which date shall be not more than thirty\ndays after the giving of such notice).  The failure by the Executive or the\nCompany to set forth in the Notice of Termination any fact or circumstance which\ncontributes to a showing of Good Reason or Cause shall not waive any right of\nthe Executive or the Company, respectively, hereunder or preclude the Executive\nor the Company, respectively, from asserting such fact or circumstance in\nenforcing the Executive's or the Company's rights hereunder.\n\n          (e) Date of Termination.  \"Date of Termination\" means (i) if the\n              -------------------                                         \nExecutive's employment is terminated by the Company for Cause, or by the\nExecutive for Good Reason, the date of receipt of the Notice of Termination or\nany later date specified therein, as the case may be, (ii) if the Executive's\nemployment is terminated by the Company other than for Cause or Disability, the\nDate of Termination shall be the date on which the Company notifies the\nExecutive of such termination and (iii) if the Executive's employment is\nterminated by reason of death or Disability, the Date of Termination shall be\nthe date of death of the Executive or the Disability Effective Date, as the case\nmay be.\n\n     6.   Obligations of the Company Upon Termination.\n          ------------------------------------------- \n\n          (a) Good Reason; Other Than for Cause, Death or Disability.  If,\n              ------------------------------------------------------      \nduring the Employment Period, the Company shall terminate the Executive's\nemployment other than for Cause or Disability or the Executive shall terminate\nemployment for Good Reason:\n\n                                       7\n\n \n               (i)  the Company shall pay to the Executive in a lump sum in cash\n     within 30 days after the Date of Termination the aggregate of the following\n     amounts:\n\n                    A.  the sum of (1) the Executive's Annual Base Salary\n          through the Date of Termination to the extent not theretofore paid,\n          (2) the product of (x) the Annual Bonus, and (y) a fraction, the\n          numerator of which is the number of days in the current fiscal year\n          through the Date of Termination, and the denominator of which is 365\n          and (3) any compensation previously deferred by the Executive\n          (together with any accrued interest or earnings thereon), any awards\n          under the Performance Award Plan or any comparable or successor plan\n          and any accrued vacation pay, in each case to the extent not\n          theretofore paid (the sum of the amounts described in clauses (1),\n          (2), and (3) shall be hereinafter referred to as the \"Accrued\n          Obligations\"); and\n\n                    B.  the amount equal to the product of (1) three and (2) the\n          sum of (x) the Executive's Annual Base Salary and (y) the Annual\n          Bonus, or if higher, any bonus paid with respect to any fiscal year\n          during the Employment Period; and\n\n                    C.  utilizing actuarial assumptions no less favorable to the\n          Executive than those in effect immediately prior to the Effective\n          Date, an amount equal to the difference between (a) the actuarial\n          equivalent of the benefit under the Company's qualified defined\n          benefit retirement plan (the \"Retirement Plan\") and any excess or\n          supplemental retirement plan in which the Executive participates\n          (together, the \"SERP\") which the Executive would receive if the\n          Executive's employment continued for three years after the Date of\n          Termination assuming for this purpose that all accrued benefits are\n          fully vested, and, assuming that the Executive's compensation in each\n          of the three years is that required by Section 4(b)(i) and Section\n          4(b)(ii), over (b) the actuarial equivalent of the Executive's actual\n          benefit (paid or payable), if any, under the Retirement Plan and the\n          SERP as of the Date of Termination;\n\n               (ii) for three years after the Executive's Date of Termination,\n     or such longer period as may be provided by the terms of the appropriate\n     plan, practice, policy or program, the Company shall continue benefits to\n     the Executive and\/or the Executive's family at least equal to those which\n     would have been provided to them in accordance with the plans, programs,\n     practices and policies described in Section 4(b)(iv) of this Agreement if\n     the Executive's employment had not been terminated or, if more favorable to\n     the Executive, as in effect generally at any time thereafter with respect\n     to other peer executives of the Company and its affiliated companies and\n     their families; provided, however, that if the Executive becomes reemployed\n                     --------  -------                                          \n     with another employer and is eligible to receive medical or other welfare\n     benefits under another employer provided plan, the medical and other\n     welfare benefits described herein shall be secondary to those provided\n     under such other plan during such applicable period of eligibility.  For\n     purposes of determining eligibility (but not the time of commencement of\n     benefits) of the Executive for retiree benefits pursuant to such plans,\n     practices, programs and policies, the Executive shall be considered to have\n     remained employed until three years after the Date of Termination and to\n     have retired on the last day of such period;\n\n                                       8\n\n \n               (iii) the Company shall, at its sole expense as incurred,\n     provide the Executive with outplacement services the scope and provider of\n     which shall be selected by the Executive in his or her sole discretion; and\n\n               (iv)  to the extent not theretofore paid or provided, the Company\n     shall timely pay or provide to the Executive any other amounts or benefits\n     required to be paid or provided or which the Executive is eligible to\n     receive under any plan, program, policy or practice or contract or\n     agreement of the Company and its affiliated companies (such other amounts\n     and benefits shall be hereinafter referred to as the \"Other Benefits\").\n\n          (b)  Death.  If the Executive's employment is terminated by reason of\n               -----                                                           \nthe Executive's death during the Employment Period, this Agreement shall\nterminate without further obligations to the Executive's legal representatives\nunder this Agreement, other than for payment of Accrued Obligations and the\ntimely payment or provision of Other Benefits.  Accrued Obligations shall be\npaid to the Executive's estate or beneficiary, as applicable, in a lump sum in\ncash within 30 days of the Date of Termination.  With respect to the provision\nof Other Benefits, the term Other Benefits as utilized in this Section 6(b)\nshall include, without limitation, and the Executive's estate and\/or\nbeneficiaries shall be entitled to receive, benefits at least equal to the most\nfavorable benefits provided by the Company and affiliated companies to the\nestates and beneficiaries of peer executives of the Company and such affiliated\ncompanies under such plans, programs, practices and policies relating to death\nbenefits, if any, as in effect with respect to other peer executives and their\nbeneficiaries at any time during the 120-day period immediately preceding the\nEffective Date or, if more favorable to the Executive's estate and\/or the\nExecutive's beneficiaries, as in effect on the date of the Executive's death\nwith respect to other peer executives of the Company and its affiliated\ncompanies and their beneficiaries.\n\n          (c)  Disability.  If the Executive's employment is terminated by\n               ----------                                        \nreason of the Executive's Disability during the Employment Period, this\nAgreement shall terminate without further obligations to the Executive, other\nthan for payment of Accrued Obligations and the timely payment or provision of\nOther Benefits. Accrued Obligations shall be paid to the Executive in a lump sum\nin cash within 30 days of the Date of Termination. With respect to the provision\nof Other Benefits, the term Other Benefits as utilized in this Section 6(c)\nshall include, and the Executive shall be entitled after the Disability\nEffective Date to receive, disability and other benefits at least equal to the\nmost favorable of those generally provided by the Company and its affiliated\ncompanies to disabled executives and\/or their families in accordance with such\nplans, programs, practices and policies relating to disability, if any, as in\neffect generally with respect to other peer executives and their families at any\ntime during the 120-day period immediately preceding the Effective Date or, if\nmore favorable to the Executive and\/or the Executive's family, as in effect at\nany time thereafter generally with respect to other peer executives of the\nCompany and its affiliated companies and their families.\n\n           (d) Cause; Other than for Good Reason.  If the Executive's employment\n               ---------------------------------                                \nshall be terminated for Cause during the Employment Period or if the Executive\nvoluntarily terminates employment during the Employment Period, excluding a\ntermination for Good Reason, this Agreement shall terminate without further\nobligations to the Executive other than the obligation to pay to the Executive\n(x) his or her Annual Base Salary through the Date of Termination, (y) the\namount of any compensation previously deferred by the Executive, and (z) Other\n\n                                       9\n\n \nBenefits, in each case to the extent theretofore unpaid.  In such case, all\nAccrued Obligations shall be paid to the Executive in a lump sum in cash within\n30 days of the Date of Termination.\n\n     7.  Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or\n         -------------------------                                             \nlimit the Executive's continuing or future participation in any plan, practice,\npolicy or program provided by the Company or any of its affiliated companies and\nfor which the Executive may qualify, nor, subject to Section 12(f), shall\nanything herein limit or otherwise affect such rights as the Executive may have\nunder any contract or agreement with the Company or any of its affiliated\ncompanies.  Amounts which are vested benefits or which the Executive is\notherwise entitled to receive under any plan, policy, practice or program of or\nany contract or agreement with the Company or any of its affiliated companies at\nor subsequent to the Date of Termination shall be payable in accordance with\nsuch plan, practice, policy or program or contract or agreement except as\nexplicitly modified by this Agreement.\n\n     8.  Full Settlement.  The Company's obligation to make the payments\n         ---------------                                                \nprovided for in this Agreement and otherwise to perform its obligations\nhereunder shall not be affected by any set-off, counterclaim, recoupment,\ndefense or other claim, right or action which the Company may have against the\nExecutive or others.  In no event shall the Executive be obligated to seek other\nemployment or take any other action by way of mitigation of the amounts payable\nto the Executive under any of the provisions of this Agreement and such amounts\nshall not be reduced whether or not the Executive obtains other employment.  The\nCompany agrees to pay as incurred, to the full extent permitted by law, all\nlegal fees and expenses which the Executive may reasonably incur as a result of\nany contest (regardless of the outcome thereof) by the Company, the Executive or\nothers of the validity or enforceability of, or liability under, any provision\nof this Agreement or any guarantee of performance thereof (including as a result\nof any contest by the Executive about the amount of any payment pursuant to this\nAgreement), plus in each case interest on any delayed payment at the applicable\nFederal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code\nof 1986, as amended (the \"Code\").\n\n     9.  Certain Additional Payments by the Company.\n         ------------------------------------------ \n\n         (a) Anything in this Agreement to the contrary notwithstanding and\nexcept as set forth below, in the event it shall be determined that any payment\nor distribution by the Company to or for the benefit of the Executive (whether\npaid or payable or distributed or distributable pursuant to the terms of this\nAgreement or otherwise, but determined without regard to any additional payments\nrequired under this Section 9) (a \"Payment\") would be subject to the excise tax\nimposed by Section 4999 of the Code or any interest or penalties are incurred by\nthe Executive with respect to such excise tax (such excise tax, together with\nany such interest and penalties, are hereinafter collectively referred to as the\n\"Excise Tax\"), then the Executive shall be entitled to receive an additional\npayment (a \"Gross-Up Payment\") in an amount such that after payment by the\nExecutive of all taxes (including any interest or penalties imposed with respect\nto such taxes), including, without limitation, any income taxes (and any\ninterest and penalties imposed with respect thereto) and Excise Tax imposed upon\nthe Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment\nequal to the Excise Tax imposed upon the Payments.\n\n                                       10\n\n \n          (b) Subject to the provisions of Section 9(c), all determinations\nrequired to be made under this Section 9, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by Deloitte &amp; Touche or such other certified public accounting firm as may be designated by\nthe Executive (the \"Accounting Firm\") which shall provide detailed supporting\ncalculations both to the Company and the Executive within 15 business days of\nthe receipt of notice from the Executive that there has been a Payment, or such\nearlier time as is requested by the Company.  In the event that the Accounting\nFirm is serving as accountant or auditor for the individual, entity or group\neffecting the Change of Control, the Executive shall appoint another nationally\nrecognized accounting firm to make the determinations required hereunder (which\naccounting firm shall then be referred to as the Accounting Firm hereunder) All\nfees and expenses of the Accounting Firm shall be borne solely by the Company.\nAny Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by\nthe Company to the Executive within five days of the receipt of the Accounting\nFirm's determination.  Any determination by the Accounting Firm shall be binding\nupon the Company and the Executive.  As a result of the uncertainty in the\napplication of Section 4999 of the Code at the time of the initial determination\nby the Accounting Firm hereunder, it is possible that Gross-Up Payments which\nwill not have been made by the Company should have been made (\"Underpayment\"),\nconsistent with the calculations required to be made hereunder.  In the event\nthat the Company exhausts its remedies pursuant to Section 9(c) and the\nExecutive thereafter is required to make a payment of any Excise Tax, the\nAccounting Firm shall determine the amount of the Underpayment that has occurred\nand any such Underpayment shall be promptly paid by the Company to or for the\nbenefit of the Executive.\n\n          (c) The Executive shall notify the Company in writing of any claim by\nthe Internal Revenue Service that, if successful, would require the payment by\nthe Company of the Gross-Up Payment.  Such notification shall be given as soon\nas practicable but no later than ten business days after the Executive is\ninformed in writing of such claim and shall apprise the Company of the nature of\nsuch claim and the date on which such claim is requested to be paid.  The\nExecutive shall not pay such claim prior to the expiration of the 30-day period\nfollowing the date on which it gives such notice to the Company (or such shorter\nperiod ending on the date that any payment of taxes with respect to such claim\nis due).  If the Company notifies the Executive in writing prior to the\nexpiration of such period that it desires to contest such claim, the Executive\nshall:\n\n              (i)   give the Company any information reasonably requested by the\n     Company relating to such claim,\n\n              (ii)  take such action in connection with contesting such claim as\n     the Company shall reasonably request in writing from time to time,\n     including, without limitation, accepting legal representation with respect\n     to such claim by an attorney reasonably selected by the Company,\n\n              (iii) cooperate with the Company in good faith in order\n     effectively to contest such claim, and\n\n                                       11\n\n \n              (iv) permit the Company to participate in any proceedings\n     relating to such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\n--------  -------                                                            \nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses.  Without limitation on the foregoing provisions\nof this Section 9(c), the Company shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forgo any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of such claim and may, at its sole option, either\ndirect the Executive to pay the tax claimed and sue for a refund or contest the\nclaim in any permissible manner, and the Executive agrees to prosecute such\ncontest to a determination before any administrative tribunal, in a court of\ninitial jurisdiction and in one or more appellate courts, as the Company shall\ndetermine; provided, however, that if the Company directs the Executive to pay\n           --------  -------                                                  \nsuch claim and sue for a refund, the Company shall advance the amount of such\npayment to the Executive, on an interest-free basis and shall indemnify and hold\nthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax\n(including interest or penalties with respect thereto) imposed with respect to\nsuch advance or with respect to any imputed income with respect to such advance;\nand further provided that any extension of the statute of limitations relating\n    ------- --------                                                          \nto payment of taxes for the taxable year of the Executive with respect to which\nsuch contested amount is claimed to be due is limited solely to such contested\namount.  Furthermore, the Company's control of the contest shall be limited to\nissues with respect to which a Gross-Up Payment would be payable hereunder and\nthe Executive shall be entitled to settle or contest, as the case may be, any\nother issue raised by the Internal Revenue Service or any other taxing\nauthority.\n\n          (d) If, after the receipt by the Executive of an amount advanced by\nthe Company pursuant to Section 9(c), the Executive becomes entitled to receive\nany refund with respect to such claim, the Executive shall (subject to the\nCompany's complying with the requirements of Section 9(c)) promptly pay to the\nCompany the amount of such refund (together with any interest paid or credited\nthereon after taxes applicable thereto).  If, after the receipt by the Executive\nof an amount advanced by the Company pursuant to Section 9(c), a determination\nis made that the Executive shall not be entitled to any refund with respect to\nsuch claim and the Company does not notify the Executive in writing of its\nintent to contest such denial of refund prior to the expiration of 30 days after\nsuch determination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n     10.  Confidential Information.  The Executive shall hold in a fiduciary\n          ------------------------                                          \ncapacity for the benefit of the Company all secret or confidential information,\nknowledge or data relating to the Company or any of its affiliated companies,\nand their respective businesses, which shall have been obtained by the Executive\nduring the Executive's employment by the Company or any of its affiliated\ncompanies and which shall not be or become public knowledge (other than by acts\nby the Executive or representatives of the Executive in violation of this\nAgreement).  After termination of the Executive's employment with the Company,\nthe Executive shall not, without the prior written consent of the Company or as\nmay otherwise be required by law or legal \n\n                                       12\n\n \nprocess, communicate or divulge any such information, knowledge or data to\nanyone other than the Company and those designated by it. In no event shall an\nasserted violation of the provisions of this Section 10 constitute a basis for\ndeferring or withholding any amounts otherwise payable to the Executive under\nthis Agreement.\n\n     11.  Successors.\n          ---------- \n\n          (a) This Agreement is personal to the Executive and without the prior\nwritten consent of the Company shall not be assignable by the Executive\notherwise than by will or the laws of descent and distribution.  This Agreement\nshall inure to the benefit of and be enforceable by the Executive's legal\nrepresentatives.\n\n          (b) This Agreement shall inure to the benefit of and be binding upon\nthe Company and its successors and assigns.\n\n          (c) The Company will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to assume\nexpressly and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place.  As used in this Agreement, \"Company\" shall mean the Company as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid.\n\n     12.  Miscellaneous.\n          ------------- \n\n          (a) This Agreement shall be governed by and construed in accordance\nwith the laws of the State of Delaware, without reference to principles of\nconflict of laws.  The captions of this Agreement are not part of the provisions\nhereof and shall have no force or effect.  This Agreement may not be amended or\nmodified otherwise than by a written agreement executed by the parties hereto or\ntheir respective successors and legal representatives.\n\n          (b) All notices and other communications hereunder shall be in writing\nand shall be given by hand delivery to the other party or by registered or\ncertified mail, return receipt requested, postage prepaid, addressed as follows:\n\n               If to the Executive:\n\n               ______________________________\n\n               ______________________________\n\n               ______________________________\n\n               Attention: ___________________\n\n               If to the Company:\n\n               Litton Industries, Inc.\n               360 North Crescent Drive\n               Beverly Hills, California  90210\n               Attention:  General Counsel\n\n                                       13\n\n \nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith.  Notice and communications shall be effective\nwhen actually received by the addressee.\n\n          (c) The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement.\n\n          (d) The Company may withhold from any amounts payable under this\nAgreement such Federal, state, local or foreign taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation.\n\n          (e) The Executive's or the Company's failure to insist upon strict\ncompliance with any provision of this Agreement or the failure to assert any\nright the Executive or the Company may have hereunder, including, without\nlimitation, the right of the Executive to terminate employment for Good Reason\npursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a\nwaiver of such provision or right or any other provision or right of this\nAgreement.\n\n          (f) The Executive and the Company acknowledge that, except as may\notherwise be provided under any other written agreement between the Executive\nand the Company, the employment of the Executive by the Company is \"at will\"\nand, subject to Section 1(a) hereof, prior to the Effective Date, the\nExecutive's employment and\/or this Agreement may be terminated by either the\nExecutive or the Company at any time prior to the Effective Date, in which case\nthe Executive shall have no further rights under this Agreement.  From and after\nthe Effective Date this Agreement shall supersede any other agreement between\nthe parties with respect to the subject matter hereof.\n\n     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand\nand, pursuant to the authorization from its Board of Directors, the Company has\ncaused these presents to be executed in its name on its behalf, all as of the\nday and year first above written.\n\n \n                              _______________________________________\n                              [EXECUTIVE]\n\n\n\n                              LITTON INDUSTRIES, INC.\n\n\n\n                              By:____________________________________\n\n                              Name:__________________________________\n                                   \n                              Title:_________________________________\n                                    \n\n                                       14\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8069,8374],"corporate_contracts_industries":[9473,9511],"corporate_contracts_types":[9539,9551],"class_list":["post-38627","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-litton-industries-inc","corporate_contracts_companies-northrop-grumman-corp","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_industries-technology__search","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38627","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38627"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38627"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38627"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38627"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}