Exhibit 10.2
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT is entered into by and between Northrop
Grumman Corporation (the "Company") and Xxxx Xxxxx (the "Executive").
RECITALS
WHEREAS, the Company granted the Executive certain awards identified
herein under the Company's 1993 Long-Term Incentive Stock Plan (the
"Plan"); and
WHEREAS, the Company has amended those awards to provide certain
improved retirement terms to the Executive and the Company and the
Executive desire to document such amendments;
NOW, THEREFORE, in consideration of the mutual promises and covenants
made herein and the mutual benefits to be derived herefrom, the parties
hereto agree as follows:
1. Amendments.
. December 1998 Stock Option. The Executive was granted a stock option by
the Company under the Plan in December 1998. The terms of such option
provide that if the Executive retires (as defined in the award
certificate evidencing such option grant) while employed by the Company
or one of its subsidiaries (x) the next succeeding installment of the
option will vest and (y) all installments under the option which have
vested as of the Executive's retirement date may be exercised by the
Executive (or his permitted successor) until the fifth anniversary of
the Executive's retirement, but in no event after the expiration date of
the option. Such option is hereby amended such that, if the Executive
retires (as defined in the award certificate evidencing such option
grant) while employed by the Company or one of its subsidiaries (x) the
next succeeding installment of the option will vest as of the
Executive's retirement date, (y) any and all succeeding installments of
the option will vest as of the date(s) that they would have otherwise
vested had the Executive remained employed by the Company or one of its
subsidiaries, and (z) all installments under the option which have
vested as of the Executive's retirement date or which vest as described
in the foregoing clause (y) may be exercised by the Executive (or his
permitted successor) until the fifth anniversary of the Executive's
retirement, but in no event after the expiration date of the option.
. December 1998 XXXX Xxxxx. The Executive was granted a restricted
performance stock right ("RPSR") award by the Company under the Plan in
December 1998. The terms of such award provide that if the Executive
retires (as defined in the Guide to Administration applicable to such
award) while employed by the Company or one of its subsidiaries (x) the
target number of RPSRs subject to the award will be pro rated based on
the number of months in the applicable performance period that the
Executive was employed by the Company or a subsidiary, and (y) prorated
payments with respect to the award will be made at the same time and on
the same performance basis as if the Executive had not
retired. Such award is hereby amended such that, if the Executive
retires (as defined in the Guide to Administration applicable to such
award) while employed by the Company or one of its subsidiaries there
will be no pro ration of the target number of RPSRs subject to the award
(that is, 100% of the target number of RPSRs initially subject to the
award shall remain subject to the award). Payments with respect to the
award will still be made at the same time and on the same performance
basis as if the Executive had not retired.
. November 1999 RSR Grant. The Executive was granted a restricted stock
right ("RSR") award by the Company under the Plan in November 1999. The
terms of such award provide that if the Executive retires (as defined in
the award certificate evidencing such award grant) while employed by the
Company or one of its subsidiaries the next succeeding installment of
the award will vest. Such award is hereby amended such that, if the
Executive retires (as defined in the award certificate evidencing such
award grant) while employed by the Company or one of its subsidiaries
(x) the next succeeding installment of the award will vest as of (and
the share certificate corresponding to such installment shall be issued
as soon as practical after) the Executive's retirement date, and (y) any
and all succeeding installments of the award will vest as of the dates
that they would have otherwise vested had the Executive remained
employed by the Company or one of its subsidiaries (and the share
certificate corresponding to any such installment shall be issued as
soon as practical after the corresponding scheduled vesting date).
2. Continuing Effect of Awards. Except as provided above, the other terms of
the awards referred to above, as set forth or referenced in the applicable
award certificates, shall continue in effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement
as of _________________, 2001.
THE COMPANY THE EXECUTIVE
By: /s/ J. Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Its: Corporate Vice President,
Chief Human Resources and
Administrative Officer
By: /s/ Xxxx X. Xxxxxx
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Its: Corporate Secretary
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