{"id":40820,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-northrop-grumman-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-northrop-grumman-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-northrop-grumman-corp.html","title":{"rendered":"Indemnification Agreement &#8211; Northrop Grumman Corp."},"content":{"rendered":"<pre>                                    Form of\n                            INDEMNIFICATION AGREEMENT\n\n\n     This Agreement, dated as of the ____ day of _____________, 2002 between\nNorthrop Grumman Corporation, a Delaware corporation (the \"Corporation\"), and\nNAME IN BOLD CAPS (\"Indemnitee\").\n-----------------\n\n     WHEREAS, it has come to the attention of the Board of Directors of the\nCorporation (the \"Board\") that in certain circumstances highly competent persons\nhave recently become more reluctant to serve publicly-held corporations as\ndirectors, officers or in other capacities unless they are provided with\nadequate protection from the risk of liability due to claims and actions against\nthem arising out of their service to and activities on behalf of such\ncorporations; and\n\n     WHEREAS, it has also come to the attention of the Board that, in this\nregard, the current difficulty of obtaining adequate liability insurance and the\nuncertainties related to indemnification for directors and officers have\nincreased the difficulty of attracting and retaining such highly competent\npersons; and\n\n     WHEREAS, the Board has determined that the inability to attract and retain\nsuch highly competent persons is detrimental to the best interests of the\nCorporation and its stockholders and that persons serving the Corporation should\nbe assured they will have adequate protection from certain liabilities; and\n\n     WHEREAS, it is reasonable, prudent and necessary for the Corporation to\nobligate itself contractually to indemnify such persons to the fullest extent\npermitted by applicable law, so that such persons will serve or continue to\nserve the Corporation, free from undue concern that they will not be adequately\nindemnified; and\n\n     WHEREAS, the Corporation's stockholders have approved the form of this\nAgreement and have authorized the Corporation to enter into this Agreement with\ncertain persons, including Indemnitee; and\n\n     WHEREAS, this Agreement is a supplement to and in furtherance of any rights\ngranted under the Certificate of Incorporation of the Corporation, or Article V\nof the Bylaws of the Corporation, and any resolutions adopted pursuant thereto,\nand shall not be deemed to be a substitute therefor nor to diminish or abrogate\nany rights of Indemnitee thereunder; and\n\n     WHEREAS, Indemnitee is willing to serve the Corporation in the capacity or\ncapacities in which he serves, continue so to serve and, if appropriate, to take\non additional service for or on behalf of the Corporation on the condition that\nhe be indemnified according to the terms of this Agreement;\n\n                                        1\n\n\n\n     NOW, THEREFORE, in consideration of the premises and the covenants\ncontained herein, the Corporation and Indemnitee do hereby covenant and agree as\nfollows:\n\n     Section 1.  Definitions. For purposes of this Agreement:\n                 ------------\n\n     (a)  \"Change in Control\" means a change in control of the Corporation,\noccurring after the Effective Date, which would be required to be reported in\nresponse to Item 6(e) of Schedule 14A under Regulation 14A (or in response to\nany similar item on any similar schedule or form) promulgated under the\nSecurities Exchange Act of 1934, as amended (the \"Act\"), whether or not the\nCorporation is then subject to such reporting requirement. Without limiting the\ngenerality of the foregoing, a Change in Control shall be deemed to have\noccurred if, after the Effective Date: (i) any \"person\" (as such term is used in\nSections 13(d) and 14(d) of the Act) is or becomes the \"beneficial owner\" (as\ndefined in Rule 13d-3 under the Act), directly or indirectly, of securities of\nthe Corporation representing 20% or more of the combined voting power of the\nCorporation's then outstanding securities without the prior approval of at least\ntwo-thirds of the members of the Board in office immediately prior to such\nperson attaining such percentage interest; (ii) the Corporation is a party to a\nmerger, consolidation, sale of assets or other reorganization, or a proxy\ncontest, as a consequence of which members of the Board in office immediately\nprior to such transaction or event constitute less than a majority of the Board\nthereafter; or (iii) during any period of two consecutive years, individuals who\nat the beginning of such period constituted the Board (including for this\npurpose any new director whose election or nomination for election by the\nCorporation's stockholders was approved by a vote of at least two-thirds of the\ndirectors then still office who were directors at the beginning of such period)\ncease for any reason to constitute at least a majority of the Board.\n\n     (b)  \"Corporate Status\" means the status of a person who is or was a\ndirector, officer, employee, agent or fiduciary of the Corporation or of any\nother corporation, partnership, joint venture, trust, employee benefit plan or\nother enterprise which such person is or was serving at the request of the\nCorporation.\n\n     (c)  \"Disinterested Director\" means a director of the Corporation who is\nnot and was not a party to the Proceeding in respect of which indemnification is\nsought by Indemnitee.\n\n     (d)  \"Effective Date\" means as of _________________, 2002.\n\n     (e)  \"Expenses\" means all reasonable attorneys' fees, retainers, court\ncosts, transcript costs, fees of experts, witness fees, travel expenses,\nduplicating costs, printing and binding costs, telephone charges, postage,\ndelivery service fees, and all other disbursements or expenses of the types\ncustomarily incurred in connection with prosecuting, defending, preparing to\nprosecute or defend, investigating, or being or preparing to be a witness in a\nProceeding.\n\n     (f)  \"Independent Counsel\" means an attorney, a law firm, or a member of a\nlaw firm,\n\n                                        2\n\n\n\nwho (or which) is experienced in matters of corporation law and neither\npresently is, nor in the past five years has been, retained to represent: (i)\nthe Corporation or Indemnitee in any other matter material to either such party;\nor (ii) any other party to the Proceeding giving rise to a claim for\nindemnification hereunder. Notwithstanding the foregoing, the term \"Independent\nCounsel\" shall not include any person who, under the applicable standards of\nprofessional conduct then prevailing, would have a conflict of interest in\nrepresenting either the Corporation or Indemnitee in an action to determine\nIndemnitee's rights under this Agreement.\n\n          (g)  \"Proceeding\" means any action, suit, arbitration, alternate\ndispute resolution mechanism, investigation, administrative hearing or any other\nproceeding, whether civil, criminal, administrative or investigative, except one\ninitiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce\nhis rights under this Agreement.\n\n     Section 2.  Services by Indemnitee. Indemnitee agrees to serve as a\n                 -----------------------\n[director\/officer\/employee\/agent\/fiduciary] of the Corporation and, at its\nrequest, as a director, officer, employee, agent or fiduciary of certain other\ncorporations and entities. Indemnitee may at any time and for any reason resign\nfrom any such position (subject to any other contractual obligation or any\nobligation imposed by operation of law).\n\n     Section 3.  Indemnification - General. Subject to the provisions of Section\n                 --------------------------\n12(c), the Corporation shall indemnify, and advance Expenses to, Indemnitee as\nprovided in this Agreement to the fullest extent permitted by applicable law in\neffect on the date hereof and to such greater extent as applicable law may\nthereafter from time to time permit, whether the actions or omissions (or\nalleged actions or omissions) of Indemnitee giving rise to such indemnification\n(including the advancing of Expenses) occurs or occurred before or after the\nEffective Date. The rights of Indemnitee provided under the preceding sentence\nshall include, but shall not be limited to, the rights set forth in the other\nSections of this Agreement.\n\n     Section 4.  Proceedings Other Than Proceedings by or in the Right of the\n                 ------------------------------------------------------------\nCorporation. Indemnitee shall be entitled to the rights of indemnification\n------------\nprovided in this Section if, by reason of his Corporate Status, he is, or is\nthreatened to be made, a party to any threatened, pending, or completed\nProceeding, other than a Proceeding by or in the right of the Corporation.\n\nPursuant to this Section, Indemnitee shall be indemnified against Expenses,\njudgments, penalties, fines and amounts paid in settlement actually and\nreasonably incurred by him or on his behalf in connection with any such\nProceeding or any claim, issue or matter therein, if he acted in good faith and\nin a manner he reasonably believed to be in or not opposed to the best interests\nof the Corporation, and, with respect to any criminal Proceeding, had no\nreasonable cause to believe his conduct was unlawful.\n\n     Section 5.  Proceedings by or in the Right of the Corporation. Indemnitee\n                 --------------------------------------------------\nshall be entitled to the rights of indemnification provided in this Section if,\nby reason of his Corporate Status, he is, or is threatened to be made, a party\nto any threatened, pending or completed Proceeding brought by or\n\n                                        3\n\n\n\nin the right of the Corporation to procure a judgment in its favor. Pursuant to\nthis Section, Indemnitee shall be indemnified against Expenses actually and\nreasonably incurred by him or on his behalf in connection with any such\nProceeding if he acted in good faith and in a manner he reasonably believed to\nbe in or not opposed to the best interests of the Corporation. Notwithstanding\nthe foregoing, no indemnification against such Expenses shall be made in respect\nof any claim, issue or matter in any such Proceeding as to which Indemnitee\nshall have been adjudged to be liable to the Corporation if applicable law\nprohibits such indemnification; provided, however, that if applicable law so\n                                --------  -------\npermits, indemnification against Expenses shall nevertheless be made by the\nCorporation in such event if, and only to the extent that, the Court of Chancery\nof the State of Delaware, or the court in which such Proceeding shall have been\nbrought or is pending, shall so determine.\n\n     Section 6.  Indemnification for Expenses of a Party Who is Wholly or Partly\n                 ---------------------------------------------------------------\nSuccessful. Notwithstanding any other provision of this Agreement (other than\n-----------\nSection 12(c)), to the extent that Indemnitee is, by reason of his Corporate\nStatus, a party to and is successful, on the merits or otherwise, in any\nProceeding, he shall be indemnified against all Expenses actually and reasonably\nincurred by him or on his behalf in connection therewith. If Indemnitee is not\nwholly successful in such Proceeding but is successful, on the merits or\notherwise, as to one or more but less than all claims, issues or matters in such\nProceeding, the Corporation shall indemnify Indemnitee against all Expenses\nactually and reasonably incurred by him or on his behalf in connection with each\nsuccessfully resolved claim, issue or matter. For the purposes of this Section\nand without limiting the foregoing, the termination of any claim, issue or\nmatter in any such Proceeding by dismissal, with or without prejudice, shall be\ndeemed to be a successful result as to such claim, issue or matter.\n\n     Section 7.  Indemnification for Expenses of a Witness. Notwithstanding any\n                 ------------------------------------------\nother provision of this Agreement (other than Section 12(c)), to the extent that\nIndemnitee is, by reason of his Corporate Status, a witness in any Proceeding,\nhe shall be indemnified against all Expenses actually and reasonably incurred by\nhim or on his behalf in connection therewith.\n\n     Section 8.  Advancement of Expenses. The Corporation shall advance all\n                 ------------------------\nExpenses incurred by or on behalf of Indemnitee in connection with any\nProceeding within twenty days after the receipt by the Corporation of a\nstatement or statements from Indemnitee requesting such advance or advances from\ntime to time, whether prior to or after final disposition of such Proceeding.\nSuch statement or statements shall reasonably evidence the Expenses incurred by\nIndemnitee and shall include or be preceded or accompanied by an undertaking by\nor on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately\nbe determined that Indemnitee is not entitled to be indemnified against such\nExpenses.\n\n     Section 9.  Procedure for Determination of Entitlement to Indemnification.\n                 --------------------------------------------------------------\n\n     (a)  To obtain indemnification under this Agreement in connection with any\nProceeding, and for the duration thereof, Indemnitee shall submit to the\nCorporation a written request, including\n\n                                        4\n\n\n\ntherein or therewith such documentation and information as is reasonably\navailable to Indemnitee and is reasonably necessary to determine whether and to\nwhat extent Indemnitee is entitled to indemnification. The Secretary of the\nCorporation shall, promptly upon receipt of any such request for\nindemnification, advise the Board in writing that Indemnitee has requested\nindemnification.\n\n     (b)  Upon written request by Indemnitee for indemnification pursuant to\nSection 9(a), a determination, if required by applicable law, with respect to\nIndemnitee's entitlement thereto shall be made in such case: (i) if a Change in\nControl shall have occurred, by Independent Counsel (unless Indemnitee shall\nrequest that such determination be made by the Board or the stockholders, in\nwhich case in the manner provided for in clause (ii) or (iii) of this Section\n9(b) in a written opinion to the Board, a copy of which shall be delivered to\nIndemnitee; (ii) if a Change of Control shall not have occurred, (A) by the\nBoard by a majority vote of a quorum consisting of Disinterested Directors, or\n(B) if a quorum of the Board consisting of Disinterested Directors is not\nobtainable, or even if such quorum is obtainable, if such quorum of\nDisinterested Directors so directs, either (x) by Independent Counsel in a\nwritten opinion to the Board, a copy of which shall be delivered to Indemnitee,\nor (y) by the stockholders of the Corporation, as determined by such quorum of\nDisinterested Directors, or a quorum of the Board, as the case may be; or (iii)\nif necessary, as provided in Section 10(b). If it is so determined that\nIndemnitee is entitled to Indemnification, payment to Indemnitee shall be made\nwithin ten days after such determination. Indemnitee shall cooperate with the\nperson, persons or entity making such determination with respect to Indemnitee's\nentitlement to indemnification, including without limitation providing to such\nperson, persons or entity upon reasonable advance request any documentation or\ninformation which is not privileged or otherwise protected from disclosure and\nwhich is reasonably available to Indemnitee and reasonably necessary to such\ndetermination. Any costs or expenses (including attorneys' fees and\ndisbursements) incurred by Indemnitee in so cooperating with the person, persons\nor entity making such determination shall be borne by the Corporation\n(irrespective of the determination as to Indemnitee's entitlement to\nindemnification) and the Corporation hereby indemnifies and agrees to hold\nIndemnitee harmless therefrom.\n\n     (c)  If required, Independent Counsel shall be selected as follows: (i) if\na Change of Control shall not have occurred, Independent Counsel shall be\nselected by the Board, and the Corporation shall give written notice to\nIndemnitee advising him of the identity of Independent Counsel so selected; or\n(ii) if a Change of Control shall have occurred, Independent Counsel shall be\nselected by Indemnitee (unless Indemnitee shall request that such selection be\nmade by the Board, in which event (i) shall apply), and Indemnitee shall give\nwritten notice to the Corporation advising it of the identity of Independent\nCounsel so selected. In either event, Indemnitee or the Corporation, as the case\nmay be, may, within seven days after such written notice of selection shall have\nbeen given, deliver to the Corporation or to Indemnitee, as the case may be, a\nwritten objection to such selection. Such objection may be asserted only on the\nground that Independent Counsel so selected does not meet the requirements of\n\"Independent Counsel\" as defined in Section 1, and the objection shall set forth\nwith particularity the factual basis of such assertion. If such written\nobjection is made, Independent Counsel so selected may not serve as Independent\nCounsel unless and until a court has determined that such objection is without\nmerit. If, within twenty days after submission by\n\n                                        5\n\n\n\nIndemnitee of a written request for indemnification pursuant to Section 9(a), no\nIndependent Counsel shall have been selected and not objected to, either the\nCorporation or Indemnitee may petition the Court of Chancery of the State of\nDelaware, or any other court of competent jurisdiction, for resolution of any\nobjection which shall have been made by the Corporation or Indemnitee to the\nother's selection of Independent Counsel and\/or for appointment as Independent\nCounsel of a person selected by such court or by such other person as such court\nshall designate, and the person with respect to whom an objection is so resolved\nor the person so appointed shall act as Independent Counsel under Section 9(b).\nThe Corporation shall pay any and all reasonable fees and expenses of\nIndependent Counsel incurred by such Independent Counsel in connection with its\nactions pursuant to this Agreement, and the Corporation shall pay all reasonable\nfees and expenses incident to the procedures of this Section 9(c), regardless of\nthe manner in which such Independent Counsel was selected or appointed. Upon the\ndue commencement date of any judicial proceeding pursuant to Section 11(a)(iii),\nIndependent Counsel shall be discharged and relieved of any further\nresponsibility in such capacity (subject to the applicable standards of\nprofessional conduct then prevailing).\n\n     Section 10.  Presumptions and Effects of Certain Proceedings.\n                  ------------------------------------------------\n\n     (a)  In making a determination with respect to entitlement to\nindemnification hereunder, the person, persons or entity making such\ndetermination shall presume that Indemnitee is entitled to indemnification under\nthis Agreement if Indemnitee has submitted a request for indemnification in\naccordance with Section 9(a), and the Corporation shall have the burden of proof\nto overcome that presumption in connection with the making by any person,\npersons or entity of any determination contrary to the presumption.\n\n     (b)  If the person, persons or entity empowered or selected under Section 9\nto determine whether Indemnitee is entitled to indemnification shall not have\nmade a determination within 60 days after receipt by the Corporation of the\nrequest therefor, the requisite determination of entitlement to indemnification\nshall be deemed to have been made and Indemnitee shall be entitled to such\nindemnification, absent (i) a misstatement by Indemnitee of a material fact, or\nan omission of a material fact necessary to make Indemnitee's statement not\nmaterially misleading, in connection with the request for indemnification, or\n(ii) prohibition of such indemnification under applicable law; provided,\n                                                               ---------\nhowever, that such 60-day period may be extended for a reasonable time, not to\n-------\nexceed an additional 30 days, if the person, persons or entity making the\ndetermination with respect to entitlement to indemnification in good faith\nrequire(s) such additional time for the obtaining or evaluating of documentation\nand\/or information relating thereto; and provided, further, that the foregoing\n                                         -----------------\nprovisions of this Section 10(b) shall not apply (i) if the determination of\nentitlement to indemnification is to be made by the stockholders pursuant to\nSection 9(b) and if (A) within fifteen days after receipt by the Corporation of\nthe request for such determination, the Board has resolved to submit such\ndetermination to the stockholders for their consideration at an Annual Meeting\nthereof to be held within 75 days after such receipt and such determination is\nmade thereat, or (B) a special meeting of stockholders is called as provided in\nthe Corporation's Certificate of Incorporation and under applicable law within\n30 days after such receipt for the purpose of making\n\n                                        6\n\n\n\n\nsuch determination (which 30-day period may be extended for reasonable periods\nnot to exceed an additional 30 days in order to ensure compliance with all\napplicable laws), such meeting is held for such purpose within 60 days after\nhaving been so called and such determination is made thereat, it being\nunderstood that provisions of this Agreement shall not obligate the Corporation\nto call such a special meeting, or (ii) if the determination of entitlement to\nindemnification is to be made by Independent Counsel pursuant to Section 9(b).\n\n     (c) The termination of any Proceeding or of any claim, issue or matter\ntherein, by judgment, order, settlement or conviction, or upon a plea of nolo\n                                                                         ----\ncontendere or its equivalent, shall not (except as otherwise expressly provided\n----------\nin this Agreement) of itself adversely affect the right of Indemnitee to\nindemnification or create a presumption that Indemnitee did not act in good\nfaith and in a manner which he reasonably believed to be in or not opposed to\nthe best interests of the Corporation or, with respect to any criminal\nProceeding, that Indemnitee had reasonable cause to believe that his conduct was\nunlawful.\n\n     Section 11. Remedies of Indemnitee.\n                 -----------------------\n\n     (a) In the event that (i) a determination is made pursuant to Section 9\nthat Indemnitee is not entitled to indemnification under this Agreement, (ii)\nadvancement of Expenses is not timely made pursuant to Section 8, (iii) the\ndetermination of entitlement to indemnification is to be made by Independent\nCounsel pursuant to Section 9(b) and such determination shall not have been made\nand delivered in a written opinion within 90 days after receipt by the\nCorporation of the request for indemnification, (iv) payment of indemnification\nis not made pursuant to Section 7 within ten days after receipt by the\nCorporation of a written request therefor, or (v) payment of indemnification is\nnot made within ten days after a determination has been made that Indemnitee is\nentitled to indemnification or such determination is deemed to have been made\npursuant to Section 9 or 10, Indemnitee shall be entitled to an adjudication in\nan appropriate court of the State of Delaware, or in any other court of\ncompetent jurisdiction, of his entitlement to such indemnification or\nadvancement of Expenses. The Corporation shall not oppose Indemnitee's right to\nseek any such adjudication.\n\n     (b) In the event that a determination shall have been made pursuant to\nSection 9 that Indemnitee is not entitled to indemnification, any judicial\nproceeding commenced pursuant to this Section shall be conducted in all respects\nas a de novo trial on the merits and Indemnitee shall not be prejudiced by\n     -------\nreason of that adverse determination. In any judicial proceeding commenced\npursuant to this Section, the Corporation shall have the burden of proving that\nIndemnitee is not entitled to indemnification or advancement of Expenses, as the\ncase may be.\n\n     (c) If a determination shall have been made or deemed to have been made\npursuant to Section 9 or 10 that Indemnitee is entitled to indemnification, the\nCorporation shall be bound by such determination in any judicial proceeding\ncommenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a\nmaterial fact, or an omission of a material fact necessary to make Indemnitee's\nstatement not materially misleading, in connection with the request for\n\n                                        7\n\n\n\n\nindemnification, or (ii) prohibition of such indemnification under applicable\nlaw.\n\n     (d) The Corporation shall be precluded from asserting in any judicial\nproceeding commenced pursuant to this Section that the procedures and\npresumptions of this Agreement are not valid, binding and enforceable and shall\nstipulate in any such court or before any such arbitrator that the Corporation\nis bound by all the provisions of this Agreement.\n\n     (e) In the event that Indemnitee, pursuant to this Section, seeks a\njudicial adjudication of his rights under, or to recover damages for breach of,\nthis Agreement, Indemnitee shall be entitled to recover from the Corporation,\nand shall be indemnified by the Corporation against, any and all expenses (of\nthe kinds described in the definition of Expenses) actually and reasonably\nincurred by him in such judicial adjudication, but only if he prevails therein.\nIf it shall be determined in such judicial adjudication that Indemnitee is\nentitled to receive part but not all of the indemnification or advancement of\nexpenses sought, the expenses incurred by Indemnitee in connection with such\njudicial adjudication shall be appropriately prorated.\n\n     Section 12. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.\n                 ------------------------------------------------------------\n\n     (a) The rights of indemnification and to receive advancement of Expenses as\nprovided by this Agreement shall not be deemed exclusive of any other rights to\nwhich Indemnitee may at any time be entitled under applicable law, the\nCertificate of Incorporation or Bylaws of the Corporation, any agreement, a vote\nof stockholders or a resolution of directors, or otherwise. No amendment,\nalteration or repeal of this Agreement or any provision hereof shall be\neffective as to Indemnitee with respect to any action taken or omitted by such\nIndemnitee in his Corporate Status prior to such amendment, alteration or\nrepeal.\n\n     (b) To the extent that the Corporation maintains an insurance policy or\npolicies providing liability insurance for directors, officers, employees,\nagents or fiduciaries of the Corporation or of any other corporation,\npartnership, joint venture, trust, employee benefit plan or other enterprise\nwhich such person serves at the request of the Corporation, Indemnitee shall be\ncovered by such policy or policies in accordance with its or their terms to the\nmaximum extent of the coverage available for any such director, officer,\nemployee or agent under such policy or policies.\n\n     (c) If any policy referred to in Section 12(b) (or any other policy which\nmay provide coverage to Indemnitee) contains a provision which eliminates\ncoverage under such policy to the extent of the Corporation's contractual\nobligations of indemnification, the Corporation shall have no obligations\nhereunder to the extent that Indemnitee shall have been afforded coverage under\nsuch policy.\n\n     (d) In the event of any payment under this Agreement, the Corporation shall\nbe subrogated to the extent of such payment to all of the rights of recovery of\nIndemnitee, who shall execute all papers required and take all action necessary\nto secure such rights, including execution of such documents as are necessary to\nenable the Corporation to bring suit to enforce such rights.\n\n                                        8\n\n\n\n\n     (e) The Corporation shall not be liable under this Agreement to make any\npayment of amounts otherwise indemnifiable hereunder if and to the extent that\nIndemnitee has otherwise actually received such payment under any insurance\npolicy, contract, agreement or otherwise.\n\n                                        9\n\n\n\n\n     Section 13.  Duration of Agreement. This Agreement shall continue until and\n                  ---------------------\nterminate upon the later of: (a) ten years after the date that Indemnitee shall\nhave ceased to serve as a director, officer, employee, agent or fiduciary of the\nCorporation or of any other corporation, partnership, joint venture, trust,\nemployee benefit plan or other enterprise which Indemnitee served at the request\nof the Corporation; or (b) the final termination of all pending Proceedings in\nrespect of which Indemnitee is granted rights of indemnification or advancement\nof Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to\nSection 11. This Agreement shall be binding upon the Corporation and its\nsuccessors and assigns and shall inure to the benefit of Indemnitee and his\nheirs, executors and administrators.\n\n     Section 14.  Severability. If any provision or provisions of this Agreement\n                  ------------\nshall be held to be invalid, illegal or unenforceable for any reason whatsoever:\n(a) the validity, legality and enforceability of the remaining provisions of\nthis Agreement (including without limitation each portion of any Section of this\nAgreement containing any such provision held to be invalid, illegal or\nunenforceable, that is not itself held invalid, illegal or unenforceable) shall\nnot in any way be affected or impaired thereby; and (b) to the fullest extent\npossible, the provisions of this Agreement (including without limitation each\nportion of any Section of this Agreement containing any such provision held to\nbe invalid, illegal or unenforceable, that is not itself held invalid, illegal\nor unenforceable) shall be construed so as to give effect to the intent\nmanifested by the provision held invalid, illegal or unenforceable.\n\n     Section 15.  Exception to Right of Indemnification or Advancement of\n                  -------------------------------------------------------\nExpenses. Except as provided in Section 11(e), Indemnitee shall not be entitled\n--------\nto indemnification or advancement of Expenses under this Agreement with respect\nto any Proceeding, or any claim therein, brought or made by him against the\nCorporation.\n\n     Section 16.  Settlement. The Corporation shall have no obligation to\n                  ----------\nindemnify Indemnitee hereunder for any amounts paid in settlement of any\nProceeding effected without the Corporation's prior written consent, which shall\nnot be unreasonably withheld.\n\n     Section 17.  Identical Counterparts. This Agreement may be executed in one\n                  ----------------------\nor more counterparts, each of which shall for all purposes be deemed to be an\noriginal but all of which together shall constitute one and the same Agreement.\nOnly one such counterpart, signed by the party against whom enforceability is\nsought, may constitute evidence of the existence of this Agreement.\n\n     Section 18.  Headings. The headings of the paragraphs of this Agreement are\n                  --------\ninserted for convenience only and shall not be deemed to constitute part of this\nAgreement or to affect the construction thereof.\n\n     Section 19.  Modification and Waiver. No supplement, modification or\n                  -----------------------\namendment of this Agreement shall be binding unless executed in writing by both\nof the parties hereto. No waiver of\n\n                                       10\n\n\n\n\nany of the provisions of this Agreement shall be deemed or shall constitute a\nwaiver of any other provisions hereof (whether or not similar) nor shall such\nwaiver constitute a continuing waiver.\n\n     Section 20.  Notice by Indemnitee. Indemnitee agrees to notify the\n                  --------------------\nCorporation promptly in writing upon being served with any summons, citation,\nsubpoena, complaint, indictment, information or other document relating to any\nProceeding or matter which may be subject to indemnification or advancement of\nExpenses covered hereunder.\n\n     Section 21.  Notices. All notices, requests, demands and other\n                  -------\ncommunications hereunder shall be in writing and shall be deemed to have been\nduly given if (i) delivered by hand and receipted for by the party to whom such\nnotice or other communication shall have been directed, or (ii) mailed by\ncertified or registered mail with postage prepaid, on the third business day\nafter the date on which it is so mailed:\n\n                    (a)   If to Indemnitee, to:\n\n\n                          -------------------\n                          Northrop Grumman Corporation\n                          1840 Century Park East\n                          Los Angeles, California 90067-2199\n\n\n                    (b)   If to the Corporation, to:\n\n\n                          Northrop Grumman Corporation\n                          1840 Century Park East\n                          Los Angeles, California 90067-2199\n\n\n                          Attention:    John H. Mullan\n                                        Corporate Vice President and Secretary\n\nor to such other address as may have been furnished to Indemnitee by the\nCorporation or to the Corporation by Indemnitee, as the case may be.\n\n     Section 22.  Governing Law. This Agreement shall be governed by, and\n                  -------------\nconstrued and enforced in accordance with, the laws in effect in the State of\nDelaware.\n\n     Section 23.  Miscellaneous. Use of the masculine pronoun shall be deemed to\n                  -------------\ninclude usage of the feminine pronoun where appropriate.\n\n                                       11\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as\nof the day and year first above written.\n\nNORTHROP GRUMMAN CORPORATION                           INDEMNITEE\n\n\n_____________________                           __________________________\nKent Kresa\nChairman and\nChief Executive Officer\n\n                                       12\n<\/pre>\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":[9553,9557],"class_list":["post-40820","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-northrop-grumman-corp","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40820","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=40820"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40820"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40820"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40820"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}