\n| \n Notice of Grant of Stock Options
and Option Agreement<\/b><\/p>\n<\/td>\n | <\/td>\n | Northrop Grumman Corporation
<\/i><\/b>1840 Century Park East
Los Angeles, CA 90067 <\/td>\n<\/tr>\n\n| <\/td>\n<\/tr>\n | \n\n
<\/td>\n<\/tr>\n | \nKent Kresa
<\/b>[Address] <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Pursuant to the terms and conditions of the company\u0092s 52 2001 NQ Stock Option Plan (the \u0093Plan\u0094), you have been granted a Non-Qualified Stock Option to purchase 100,000 shares
\n(the \u0093Option\u0094) of stock as outlined below.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n\n
<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | Granted To:<\/td>\n | <\/td>\n | Kent Kresa<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | Grant Date:<\/td>\n | <\/td>\n | August 15, 2001<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | Options Granted:<\/td>\n | <\/td>\n | 100,000<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | Option Price per Share:<\/td>\n | <\/td>\n | $78.5500<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | Expiration Date:<\/td>\n | <\/td>\n | August 15, 2011<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | Vesting Schedule:<\/td>\n | <\/td>\n | \n 25% per year for 4 years
25,000 on 08\/15\/2002
25,000 on 08\/15\/2003
25,000 on 08\/15\/2004
25,000 on 08\/15\/2005<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n\n
<\/td>\n<\/tr>\n | \nThis page and the attached Terms and Conditions together constitute the Option Agreement. By your signature and the Company\u0092s signature below, you and the Company agree that these options are
\ngranted under and governed by the terms of the Company\u0092s 2001 Long-Term Incentive Stock Plan and the Option Agreement. <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/table>\n\n\nNORTHROP GRUMMAN CORPORATION<\/b><\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| By: <\/td>\n | <\/td>\n | \nBy:<\/div>\n<\/td>\n<\/tr>\n \n\n
<\/td>\n | <\/td>\n | \n
<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n\nSignature: <\/div>\n<\/td>\n <\/td>\n | <\/td>\n | \nDate:<\/div>\n<\/td>\n<\/tr>\n \n| <\/td>\n | \n
<\/td>\n | <\/td>\n | \n
<\/td>\n<\/tr>\n | \n| <\/td>\n | Kent Kresa <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/table>\n
\n2001 NORTHROP GRUMMAN LONG-TERM INCENTIVE STOCK PLAN<\/b><\/p>\n NON-QUALIFIED STOCK
\nOPTION<\/p>\n TERMS AND CONDITIONS – KK<\/p>\n \n\n| 1. <\/td>\n | <\/td>\n | The Grantee is entitled at the time or times designated in paragraph 4 hereof but before the close of business on the day before the tenth anniversary of the Date of Grant (the \u0093Expiration
\nDate\u0094) to purchase and receive from the Company the maximum number of shares of Common Stock of the Company set forth above upon exercise of this Option, all subject, however, to the terms and conditions stated herein and in the Northrop
\nGrumman 2001 Long-Term Incentive Stock Plan, as amended from time to time (the \u0093Plan\u0094), and any rules or guides to administration adopted by the Company\u0092s Compensation and Management Development Committee or any successor committee
\nappointed by the Company\u0092s Board of Directors to administer the Plan (the \u0093Committee\u0094) in effect from time to time, including, without limitation, the Plan\u0092s 2001 Guide to Administration (the \u0093Guide\u0094). <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 2.<\/td>\n | <\/td>\n | This Option is non-transferable and non-assignable and may be exercised solely by the Grantee or a duly appointed guardian or personal representative, except as provided in paragraph 3 hereof in
\nthe event of the death of the Grantee. This Option shall not be an \u0093incentive stock option\u0094 within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 3.<\/td>\n | <\/td>\n | This Option shall terminate if and when the Grantee ceases to be an employee of the Company or one of its subsidiaries, except as follows:<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n (i) If the Grantee dies or is Disabled (as defined below) while employed by the Company or a subsidiary, the next
\nsucceeding vesting installment of this Option shall vest and all installments under this Option which have vested may be exercised by the Grantee (or, in the case of the Grantee\u0092s death, by the Grantee\u0092s successor) until the fifth
\nanniversary of the Grantee\u0092s death or Disability, whichever first occurs, but in no event after the Expiration Date.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n (ii) Notwithstanding any retirement provisions set forth in the Guide to the contrary, if the Grantee Retires (as
\ndefined below) while employed by the Company or a subsidiary, (x) the next succeeding vesting installment of this Option shall vest as of the Grantee\u0092s Retirement date, (y) any and all succeeding installments of this Option will vest as of the
\ndate(s) that they would have otherwise vested had the Grantee remained employed by the Company or one of its subsidiaries, and (z) all installments under this Option which have vested as of the Grantee\u0092s Retirement date or which vest as
\ndescribed in the foregoing clause (y) may be exercised by the Grantee (or, in the case of the Grantee\u0092s death, by the Grantee\u0092s successor) until the fifth anniversary of the Grantee\u0092s Retirement, but in no event after the Expiration
\nDate.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n (iii) Subject to the following sentence, if the employment of the Grantee with the Company or a subsidiary is
\nterminated for any reason other than the Grantee\u0092s death, Retirement or Disability, this Option may be exercised (as to not more than the number of shares as to which the Grantee might have exercised this Option on the date on which his or her
\nemployment terminated) only within 90 days from the date of such termination of employment, but in no event after the Expiration Date; provided, however, that if the Grantee is dismissed by the Company or a subsidiary for cause, of which the
\nCommittee shall be the sole judge, this Option shall expire forthwith. If the Grantee dies within 90 days after a termination of employment described in the preceding sentence (other than a termination by the Company or a subsidiary for cause), this
\nOption may be exercised by the Grantee\u0092s successor for one year from the date of the Grantee\u0092s death, but in no event after the Expiration Date and as to not more than the number of shares as to which the Grantee might have exercised this
\nOption on the date on which his or her employment by the Company or a subsidiary terminated.<\/td>\n<\/tr>\n<\/table>\n\n \n<\/p>\n<\/p>\n
\n\n\n (iv) For purposes of this instrument, \u0093Disabled\u0094 means disabled pursuant to the provisions of the
\nCompany\u0092s (or one of its subsidiary\u0092s) Long Term Disability Plan applicable to the Grantee; or, if the Grantee is not covered by such a Long Term Disability Plan, the incapacity of the Grantee, due to injury, illness, disease, or bodily or
\nmental infirmity, to engage in the performance of substantially all of the usual duties of employment with the Company or the subsidiary which employs the Grantee, such disability to be determined by the Committee upon receipt and in reliance on
\ncompetent medical advice from one or more individuals, selected by the Committee, who are qualified to give such professional medical advice. For purposes of this instrument, \u0093Retire\u0094 means that the Grantee terminates employment after
\nattaining age 55 with at least 10 years of service (other than in connection with a termination by the Company or a subsidiary for cause).<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 4.<\/td>\n | <\/td>\n | Subject to the earlier vesting and\/or termination of this Option pursuant to paragraph 3 or paragraph 8 hereof, this Option shall become exercisable as to 25 percent of the total number of shares
\nset forth above on the first anniversary of the Date of Grant, and on each succeeding anniversary of the Date of Grant this Option shall become exercisable as to an additional 25 percent of the total number of shares so that on the fourth
\nanniversary of the Date of Grant this Option shall be exercisable in full. Subject to the earlier vesting and\/or termination of this Option pursuant to paragraph 3 or paragraph 8 hereof, this Option may be exercised to the extent that it is
\nexercisable in accordance with the foregoing at any time up to the Expiration Date.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 5. <\/td>\n | <\/td>\n | \n In order to exercise this Option, the Grantee or such other person as may be entitled to exercise the same shall (i) execute and deliver to the Corporate Secretary of the Company a written
\nnotice indicating the number of shares subject to this Option to be exercised, and\/or (ii) complete such other exercise procedure as may be prescribed by the Corporate Secretary of the Company. The date of exercise of this Option shall be the day
\nsuch notice is received by the Corporate Secretary of the Company or the day such exercise procedures are satisfied, as applicable; provided that in no event shall this Option be considered to have been exercised unless the per share exercise price
\nof this Option is paid in full (or provided for in accordance with the following sentence) for each of the shares to be acquired on such exercise and all required tax withholding obligations with respect to such exercise have been satisfied or
\nprovided for in accordance with paragraph 8 hereof. The purchase price shall be paid in cash or, in the sole discretion of the Committee and on such terms and conditions as the Corporate Secretary of the Company may prescribe, either in whole or in
\npart in Common Stock of the Company (either actually or by attestation and valued at their fair market value on the date of exercise of this Option as defined in paragraph 6 hereof) or pursuant to a cashless exercise arranged through a broker or
\nother third party.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 6. <\/td>\n | <\/td>\n | The fair market value of the shares of Common Stock of the Company on the date of exercise of this Option shall be the closing price in the composite tape of the Common Stock on the New York Stock
\nExchange on such date, or, if there was no trading on such date, the closing price on the next preceding date on which there was trading in such shares; provided, however, the Committee in determining such fair market value may utilize such other
\nexchange, market, or listing as it deems appropriate. For purposes of a cashless exercise, the fair market value of the shares shall be the price at which the shares in payment of the exercise price are sold.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 7. <\/td>\n | <\/td>\n | The issue and sale of shares of stock upon any exercise of this Option is further subject to full compliance with all then applicable requirements of law, the Securities and Exchange Commission,
\nthe Commissioner of Corporations of the State of California, or other regulatory agencies having jurisdiction over the Company and its shares, and of any exchanges upon which stock of the Company may be listed. The Grantee shall not have the rights
\nand privileges of a stockholder with respect to shares subject to or purchased under this Option until the date appearing on the certificate(s) issued upon the exercise of this Option.<\/td>\n<\/tr>\n<\/table>\n<\/p>\n
\n\n\n| 8.<\/td>\n | <\/td>\n | \n The number and price of shares subject to this Option are subject to adjustment upon the occurrence of events such as stock splits, stock dividends and other changes in
\ncapitalization in accordance with Section 6 of the Plan. In the event of any adjustment, the Company will give the Grantee written notice thereof which will set forth the nature of the adjustment. Except as set forth below in this paragraph 8, the
\nGrantee\u0092s rights with respect to this Option in the event of a Change in Control (as defined in the Plan) shall be determined under Section 6 of the Plan. Notwithstanding the acceleration provisions of paragraph 3 hereof but subject to the
\nlimited exercise periods set forth therein, further subject to the Company\u0092s ability to terminate this Option in connection with a Change in Control in accordance with the provisions of Section 6 of the Plan, and further subject to the
\nexceptions set forth in Section X of the Guide, this Option shall become fully exercisable as of the date of the Grantee\u0092s termination of employment if either within the Protected Period (as defined in the Guide) corresponding to a Change in
\nControl of the Company or within twenty-four (24) calendar months following the date of a Change in Control of the Company, the Grantee\u0092s employment by the Company and its subsidiaries is involuntarily terminated by the Company and its
\nsubsidiaries for reasons other than Cause (as defined in Section X of the Guide) or by the Grantee for Good Reason (as defined in Section X of the Guide).<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 9. <\/td>\n | <\/td>\n | The vesting of this Option requires continued employment through each vesting date as a condition to the vesting of the corresponding installment of this Option. Unless otherwise
\nexpressly provided in paragraph 3 or paragraph 8 hereof, employment before or between the specified vesting dates, even if substantial, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and
\nbenefits upon or following a termination of employment. Subject to the leave of absence provisions of the Guide, the term \u0093employment\u0094 as used herein means active employment by the Company or one of its subsidiaries and salary continuation
\nwithout active employment will not, in and of itself, constitute \u0093employment\u0094 for purposes hereof (in the case of salary continuation without active employment, the participant\u0092s cessation of active employee status shall be deemed to
\nbe a termination of \u0093employment\u0094 for purposes hereof). Nothing contained in this instrument, the Plan, or the Guide constitutes an employment commitment by the Company or any subsidiary, affects the Grantee\u0092s status (if the Grantee is
\notherwise an at-will employee) as an employee at will who is subject to termination without cause, confers upon the Grantee any right to continue in the employ of the Company or any subsidiary, or interferes in any way with the right of the Company
\nor of any subsidiary to terminate such employment at any time.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 10.<\/td>\n | <\/td>\n | The Company or the subsidiary which employs the Grantee shall be entitled to require, as a condition of issuing shares upon exercise of this Option, that the Grantee or other person
\nexercising this Option pay any sums required to be withheld by federal, state or local tax law with respect to the exercise of this Option. Alternatively, the Company or such subsidiary, in its discretion, may make such provisions for the
\nwithholding of any taxes as it deems appropriate.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 11.<\/td>\n | <\/td>\n | The Company will pay all federal and state transfer taxes, if any, and other fees and expenses in connection with the issuance of shares upon exercise of this Option.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 12. <\/td>\n | <\/td>\n | The Company may, for all purposes, regard the Grantee as the holder of this Option until written notice of transfer pursuant to paragraph 3 hereof in connection with the
\nGrantee\u0092s death has been given to and received by the Corporate Secretary of the Company.<\/td>\n<\/tr>\n<\/table>\n<\/p>\n
\n\n\n| 13.<\/td>\n | <\/td>\n | The Committee has the discretionary authority to determine any questions as to the date when the Grantee\u0092s employment terminated and the cause of such termination and to
\ninterpret any provision of this instrument, the Plan, the Guide, and any other applicable rules or guides to administration. Any action taken by, or inaction of, the Committee relating to or pursuant to this instrument, the Plan, the Guide, or any
\nother applicable rules or guides to administration shall be within the absolute discretion of the Committee and shall be conclusive and binding on all persons.<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| 14.<\/td>\n | <\/td>\n | \n This Option was granted under the Plan. This Option is governed by, and the Grantee\u0092s rights are subject to, all of the terms and conditions of the Plan, the Guide (except
\nas expressly provided in paragraph 3 hereof), and any other rules or regulations adopted by the Committee, as the foregoing may be amended from time to time. The Grantee shall have no rights with respect to any amendment of this instrument, the Plan
\nor the Guide unless such amendment is in writing and signed by a duly authorized officer of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/table>\n 4<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8374],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9539,9544],"class_list":["post-40193","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-northrop-grumman-corp","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40193","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=40193"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40193"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40193"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40193"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | |