RELEASE AGREEMENT
1. PARTIES: The parties to this Release Agreement
(referred to hereafter as "Agreement") are Xxxxxxx X.
Xxxxxxx (referred to hereafter as "Xx. Xxxxxxx") and
Northrop Grumman Corporation (referred to hereafter as
"Northrop Grumman" or "the Company").
2. COMPLETE RELEASE: In consideration of the promises
contained herein and in the attached Memorandum of
Agreement which is incorporated herein by reference, and
for other good and valuable consideration the receipt of
which is hereby acknowledged, Xx. Xxxxxxx does hereby
acknowledge full and complete satisfaction of and does
hereby agree to release, absolve and discharge Northrop
Grumman, its subsidiaries, affiliated and related
companies, past, present and future, and each of them,
as well as its and their employees, officers, directors,
and agents (collectively referred to hereafter as
"Releases"), past and present, and each of them, from
all claims, causes of action, demands, damages or costs
he may have against Releasees on behalf of himself or
others arising out of or relating to his employment with
Northrop Grumman or the termination of such employment.
2.1 This waiver and release includes, but is not
limited to, any rights, claims, causes of action,
demands, damages or costs arising under the Age
Discrimination in Employment Act, which prohibits
discrimination in employment based on age; Title
VII of the Civil Rights Act of 1964, which
prohibits discrimination in employment based on
race, color, religion, sex or national origin; the
California Fair Employment and Housing Act, which
prohibits discrimination in employment based on
race, color, religion, sex, national origin,
ancestry, physical handicap, medical condition,
marital status or age; the Americans with
Disabilities Act, which prohibits discrimination in
employment based on disability; or any other
federal, state or local laws or regulations
prohibiting employment discrimination or
retaliation whether such claim be based upon an
action filed by Xx. Xxxxxxx or by a governmental
agency.
2.2 This waiver and release also includes, but is not
limited to,
any rights, claims, causes of action, demands,
damages or costs arising under or in relation to
Northrop Grumman's employee handbook and personnel
policies, or any oral or written representations or
statements made by officers, directors, lawyers,
employees or agents of Northrop Grumman, past and
present, and each of them, or under any state or
federal law regulating wage, hours, compensation or
employment, or any claim for severance benefits
under any Company severance plan, or any claim for
retaliation, wrongful discharge, breach of
contract, breach of the implied covenant of good
faith and fair dealing, intentional or negligent
infliction of emotional distress, intentional or
negligent misrepresentation, or defamation.
2.3 This waiver and release also includes, but is not
limited to, any rights, claims, causes of action, demands or
costs arising under the federal False Claims Act.
2.4 This release covers both claims that Xx. Xxxxxxx
knows about and those he may not know about. Xx.
Xxxxxxx hereby specifically waives and relinquishes
all rights and benefits provided by Section 1542 of
the Civil Code of the State of California, and does
so understanding and acknowledging the significance
of this specific waiver of Section 1542. Section
1542 of the Civil Code of the State of California
states as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his
favor at the time of executing the release, which
if known by him must have materially affected his
settlement with the debtor."
2.5 Notwithstanding the provisions of Section 1542 and
for the purpose of implementing a full and complete
release, Xx. Xxxxxxx expressly acknowledges that
this Agreement is intended to include all claims
which he does not know or suspect to exist in his
favor at the time of his signature of the
Agreement, and that this Agreement will extinguish
any such claims.
2.6 Notwithstanding anything to the contrary herein,
this Agreement does not waive or release: (i) any
rights or claims which Xx. Xxxxxxx may have under
the Age Discrimination in Employment Act which
arise after the date he signs this Agreement; (ii)
any rights or claims which Xx. Xxxxxxx may have for
employee benefits pursuant to the terms of any of
Northrop Grumman's retirement plans, the Northrop
Grumman Savings Plan, or any Northrop Grumman
employee welfare benefit plan providing medical,
surgical or hospital benefits; or (iii) any rights
or claims Xx. Xxxxxxx may have for breach of this
Agreement.
3. COVENANT NOT TO XXX: Xx. Xxxxxxx agrees and promises
that he will not file any suit or action against
Releasees with any court of law based upon the matters
released in this Agreement. Xx. Xxxxxxx represents and
warrants that he has not filed any suit or action
relating to the matters herein as of the date he
executes this Agreement.If Xx. Xxxxxxx violates this
Agreement by filing such a lawsuit based on claims that
he has released, Xx. Xxxxxxx agrees (1) to immediately
return to Northrop Grumman all consideration provided to
him pursuant to this Agreement, and (2) to pay all costs
incurred by Releasees, including reasonable attorney's
fees, in defending against Xx. Xxxxxxx'x claims.
4. CONFIDENTIALITY: Xx. Xxxxxxx represents and agrees that
he will keep the terms, amount and fact of this
Agreement completely confidential, and that he will not
hereafter disclose any information concerning this
Agreement to anyone other than his immediate family,
attorney(s) or accountant(s). Should Xx. Xxxxxxx choose
to disclose any information concerning this Agreement to
his immediate family, attorney(s) or accountant(s), Xx.
Xxxxxxx represents and agrees that he will advise them
that they will also be under an obligation to keep the
terms, amount and fact of this Agreement completely
confidential. Nothing in this Section shall prohibit
Xx. Xxxxxxx or his legal counsel or accountants from
disclosing the facts, terms or amounts of this Agreement
when required to do so by any court or administrative
agency (including state or federal taxing authorities)
or tribunal of appropriate jurisdiction.
5. INDEMNIFICATION: If Xx. Xxxxxxx, his estate, or his
current spouse (hereinafter referred to as
"indemnitees") is made a party, or is threatened to be
made a party, to any actual or threatened action, suit,
or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that Xx. Xxxxxxx
was a Northrop Grumman officer and employee or by his
action or inaction within the general scope of his
employment, indemnitees (and each of them) shall be
indemnified and held harmless by Northrop Grumman to the
fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter by
amended, or by other applicable law as then in effect,
against all expense, liability, and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) actually and
reasonably incurred by indemnitees in connection
therewith.
6. PERIOD FOR REVIEW AND CONSIDERATION OF AGREEMENT; ADVICE OF COUNSEL:
Xx. Xxxxxxx agrees and understands that he has been given a period
of twenty-one (21) calendar days from his receipt of this Agreement
to review and consider this Agreement before signing it. Xx.
Xxxxxxx further understands that he may use as much of this review
period as he wishes prior to signing; he can sign this Agreement at
any time prior to the expiration of the twenty-one calendar day
period. Xx. Xxxxxxx is advised and encouraged to consult with his
own legal counsel prior to signing this agreement.
7. RIGHT TO REVOKE AGREEMENT: Xx. Xxxxxxx may revoke this Agreement
within seven (7) calendar days of signing it. Revocation can be
made by delivering a written notice of revocation to Xx. Xxxx Xxxxx,
Corporate Vice President and Chief Human Resources, Communications
and Administrative Officer, Northrop Grumman Corporation, 0000
Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, XX 9067. For this revocation to be
effective, written notice must be received by Xx. Xxxxx no later
than 5:00 p.m. PST on the seventh calendar day after Xx. Xxxxxxx
signs this Agreement. If Xx. Xxxxxxx revokes this Agreement, it
shall not be effective or enforceable, and Xx. Xxxxxxx will not
receive the benefits described in the attached Memorandum of
Agreement.
8. SEVERABILITY: The provisions of the Agreement and the attached
Memorandum of Agreement are severable, and if any part of either
document is found to be illegal or invalid and thereby
unenforceable, the validity of the remaining parts, terms or
provisions shall not be affected and shall remain fully enforceable.
The unenforceable part, terms or provision, shall be deemed not to
be a part of this Agreement or the Memorandum of Agreement.
9. SOLE AND ENTIRE AGREEMENT: This Agreement and the attached
Memorandum of agreement which is incorporated herein by reference
set forth the entire agreement between the parties hereto, and fully
supersede any and all discussions, prior agreements or
understandings between the parties hereto pertaining to the subject
matter of this Agreement and the attached Memorandum of Agreement.
10. GOVERNING LAW: This Agreement and the attached Memorandum of
Agreement shall be interpreted and enforced in accordance with the
law of the State of California without regard to rules regarding
conflicts of laws.
XX. XXXXXXX ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO ASK
QUESTIONS, CONFER WITH COUNSEL, AND TO CAREFULLY CONSIDER ALL OF THE
PROVISIONS OF THIS AGREEMENT BEFORE SIGNING IT. HE FURTHER AGREES THAT
HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND IS VOLUNTARILY ENTERING
INTO IT.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.
DATED: BY:
NORTHROP GRUMMAN
CORPORATION
DATED: BY:
TITLE:
