This excerpt taken from the NOC 10-Q filed Jul 27, 2006.
The following terms when used and capitalized in the Plan will have the following meanings:
Section 2.01. Accrual. Any dollar amounts credited to the Equity Participation Account, including any Special Accrual, Annual Accruals, Additional Accruals and Dividend Equivalents.
Section 2.02. Annual Accrual. This is defined in Section 6.02.
Section 2.03. Annual Retainer Fee. That fixed amount paid to Directors exclusive of travel expenses, meeting fees, committee fees, or any other similar remuneration.
Section 2.04. Board. The Board of Directors of the Company.
Section 2.05. Change in Control. This is defined in Sections A.02-A.04.
Section 2.06. Common Stock. The Common Stock of the Company.
Section 2.07. Company. Northrop Grumman Corporation.
Section 2.08. Conversion Date. The date the Outside Directors service as a member of the Board terminates for any reason, including death.
Section 2.09. Debilitating Illness. Any physical or mental condition which renders an individual unable to carry on the normal duties of his or her active business career.
Section 2.10. Director. A member of the Board.
Section 2.11. Dividend Equivalent. An amount equal to the cash dividend per share which is payable on any dividend payment date for the Common Stock.
Section 2.12. Electing Outside Director. An Outside Director participating in the Retirement Plan who, at the inception of this Plan, elected to terminate participation in the Retirement Plan and to participate in this Plan instead.
Section 2.13. Equity Participation Account. An unfunded bookkeeping account maintained by the Company for a Participant to which amounts are credited under the Plan.
Section 2.14. Fair Market Value Of The Common Stock. This is determined as follows:
(a) for relevant Accruals and Conversion Dates that occur on or before February 18, 1998, the closing price of a share of Common Stock as reported on the composite tape for securities listed on the New York Stock Exchange (the Exchange) for the date in question. If no sales of Common Stock were made on the Exchange on that date, the closing price of a share of Common Stock as reported on said composite tape for the preceding day on which sales of Common Stock were made on the Exchange shall be substituted; and
(b) for relevant Accruals and Conversion Dates that occur after February 18, 1998, the average of the daily closing prices of a share of Common Stock as reported on the composite tape for securities listed on the Exchange for the 20 trading days (counting as trading days only days on which sales of Common Stock are reported) ending with the date in question.
Section 2.15. Outside Director. A Director who is not a common law employee of the Company.
Section 2.16. Participant. Each current or former Outside Director eligible for benefits under the Plan who has not yet received a complete distribution of his or her benefits under the Plan, other than a former Outside Director who terminated service with the Board without any entitlement to benefits under Sections 4.01-4.03.
Section 2.17. Plan. The Northrop Grumman Corporation Non-Employee Directors Equity Participation Plan.
Section 2.18. Retired Outside Director. An Outside Director whose service as a member of the Board for any reason has terminated and who is entitled to receive a distribution.
Section 2.19. Retirement Plan. The Northrop Grumman Corporation Board of Directors Retirement Plan.
Section 2.20. Special Accrual. This is defined in Section 6.03.
Section 2.21. Surviving Spouse. A person who:
(a) was legally married to the Participant for at least one year prior to the date the Participant ceases to serve on the Board (including death while serving on the Board), and
(b) outlives the deceased Participant by at least 30 calendar days, to the extent he or she is not prevented from receiving benefits under the Plan by a court order or property settlement at the time payments would otherwise be due.
Section 2.22. Total Disability. Total disability as defined in the Northrop Grumman Long-Term Disability Insurance Plan.
Section 2.23. Unit. An equivalent to a share of Common Stock, which is the denomination into which all dollar Accruals to any Equity Participation Account are to be converted.
Section 2.24. Year Of Service. A 12-consecutive-month period of service as an Outside Director.
This excerpt taken from the NOC 10-K filed Feb 17, 2006.
Whenever used in these Terms, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:
Board means the Board of Directors of the Company.
Cause means the occurrence of either or both of the following:
Change in Control is used as defined in the Plan.
Change in Control Severance Arrangement means a Special Agreement entered into by and between the Grantee and the Company that provides severance protections in the event of certain changes in control of the Company or the Companys Change-in-Control Severance Plan, as each may be in effect from time to time, or any similar successor agreement or plan that provides severance protections in the event of a change in control of the Company.
Code means the United States Internal Revenue Code of 1986, as amended.
Committee means the Companys Compensation and Management Development Committee or any successor committee appointed by the Board to administer the Plan.
Common Stock means the Companys common stock.
Disability means disabled pursuant to the provisions of the Companys (or one of its subsidiarys) 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 mental 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 competent medical advice from one or more individuals, selected by the Committee, who are qualified to give such professional medical advice.
Fair Market Value is used as defined in the Plan; provided, however, the Committee in determining such Fair Market Value for purposes of the award may utilize such other exchange, market, or listing as it deems appropriate.
Good Reason means, without the Grantees express written consent, the occurrence of any one or more of the following:
In addition, if the Grantee is a vice president, the Grantees loss of vice-president status will constitute Good Reason; provided that the loss of the title of vice president will not, in and of itself, constitute Good Reason if the Grantees lack of a vice president title is generally consistent with the manner in which the title of vice president is used within the Grantees business unit or if the loss of the title is the result of a promotion to a higher level office. For the purposes of the preceding sentence, the Grantees lack of a vice-president title will only be considered generally consistent with the manner in which such title is used if most persons in the business unit with authorities, duties, and responsibilities comparable to those of the Grantee immediately prior to the commencement of the Protected Period do not have the title of vice-president.
The Grantees right to terminate employment for Good Reason shall not be affected by the Grantees incapacity due to physical or mental illness. The Grantees continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason herein.
Parent is used as defined in the Plan.
Plan means the Northrop Grumman 2001 Long-Term Incentive Stock Plan, as it may be amended form time to time.
The Protected Period corresponding to a Change in Control of the Company shall be a period of time determined in accordance with the following:
Retirement or Retire means that the Grantee terminates employment after attaining age 55 with at least 10 years of service (other than in connection with a termination by the Company or a subsidiary for cause). In the case of a Grantee who is an officer of the Company subject to the Companys mandatory retirement at age 65 policy, Retirement or Retire shall also include as to that Grantee (without limiting the Grantees ability to Retire pursuant to the preceding sentence) a termination of the Grantees employment pursuant to such mandatory retirement policy (regardless of the Grantees years of service and other than in connection with a termination by the Company or a subsidiary for cause).
Successor means the person acquiring a Grantees rights to a grant under the Plan by will or by the laws of descent or distribution.