CONSULTANT CONTRACT
Exhibit 10.1
This agreement for consulting services (“Agreement”) is between Northrop Grumman Corporation,
a Delaware corporation, whose principal place of business is located at 0000 Xxxxxxx Xxxx Xxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 (“NGC”) and Xxxxxx X. Sugar
(“Consultant” or “Sugar”).
| I. | ENGAGEMENT |
The Company hereby retains Consultant to provide such advice, and participate in such meetings
and events for the Company’s benefit, as may be requested by the Company. Consultant’s principal
point of contact at the Company with respect to the specific nature and scope of the services to be
provided during the Consulting Period shall be the Company’s Chief Executive Officer or his
designee. Consultant shall provide reports of his activities under this Agreement to NGC at such
times and places as NGC may reasonably require.
| II. | PLACE OF ENGAGEMENT |
Consultant shall perform the services called for under this Agreement in Los Angeles,
California and in such other places and at such times as the Company and Consultant may mutually
agree.
| III. | TERM OF ENGAGEMENT |
The term of this Agreement shall be for a period of one year commencing on July 1, 2010 and
terminating on June 30, 2011 (the “Consulting Period”). This Agreement may be renewed or extended
for such time as NGC and the Consultant may agree upon in writing.
| IV. | COMPENSATION |
A. Fee. Consultant agrees to make himself available to perform services for the
Company for up to three (3) days per month during the Consulting Period. The Company shall pay
Consultant a fixed fee of $16,680 per full or partial month for consulting services performed
during the Consulting Period. Any consulting fee due for a calendar month shall be paid by the
Company
promptly after the end of such month . Consultant acknowledges and agrees that by accepting
these consulting payments he is certifying his compliance with the provisions of this Agreement.
B. Expenses. The Company shall reimburse Consultant for all reasonable and necessary
business expenses, including first class airfare and accommodations, incurred by Consultant in
connection with the rendering of services hereunder. Claims for expenses must be in accordance
with the Company’s established policies and limitations pertaining to allowable expenses and
documented pursuant to the procedures applicable to the Company’s officers.
C. Full Extent Of Compensation. Unless otherwise specifically stated in writing, this
Section IV describes the full extent of compensation Consultant shall receive under this Agreement
and Consultant shall not be entitled by virtue of this Agreement to be paid a commission or to
participate in any insurance, saving, retirement or other benefit programs, including, without
limitation, stock ownership plans offered by NGC to its employees, nor shall this Agreement in any
way modify any other Agreement that Consultant may have with NGC.
D. Warranty. Consultant certifies and warrants that in the course of performing
services under this Agreement, no payments will be made to government officials or customer
representatives, that no government official or customer representative has any direct or indirect
investment interest or interest in the revenues or profits of Consultant, and that no expenditure
for other than lawful purposes will be made.
E. Exclusion Of Lobbying Costs From Overhead Rates. NGC is prohibited from charging
directly or indirectly, costs associated with lobbying activities to its contracts with the United
States Government. Unallowable costs associated with lobbying activities are defined at Federal
Acquisition Regulations (FAR) 31.205-22, effective as of the date of this Agreement. Consultant
agrees that in the event that Consultant performs lobbying activities under this Agreement,
Consultant shall provide NGC with a detailed accounting of time expended, individual
agency/congressional employees contacted, and NGC programs discussed in the required activity
report.
| V. | TRADE SECRETS AND PROPRIETARY INFORMATION |
A. Disclosure To Third Parties Prohibited. Consultant shall not divulge, disclose or
communicate any information concerning any matters affecting or relating to the business of NGC
ithout the express written consent of NGC. The terms of this section shall remain in full
force and effect after the termination or expiration of this Agreement.
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B. Ideas, Improvements and Inventions. Any and all ideas, improvements and inventions
conceived of, developed, or first reduced to practice in the performance of work hereunder for NGC
shall become the exclusive property of NGC and ideas and developments accruing therefrom shall all
be fully disclosed to NGC and shall be the exclusive property of NGC and may be treated and dealt
with by NGC as such without payment of further consideration than is hereinabove specified.
Consultant shall preserve such ideas, improvements and inventions as confidential during the term
of the contract and thereafter and will execute all papers and documents necessary to vest title to
such ideas, developments, information, data, improvements and inventions in NGC and to enable NGC
to apply for and obtain letters patent on such ideas, developments, information, data, improvements
and inventions in any and all countries and to assign to NGC the entire right, title and interest
thereto.
C. Notes, Memoranda, Reports and Data. Consultant agrees that the original and all
copies of notes, memoranda, reports, findings or other data prepared by Consultant in connection
with the services performed hereunder shall become the sole and exclusive property of NGC.
D. Disclosure of Confidential or Proprietary Information of Third Parties Prohibited.
Consultant will not disclose to NGC or induce NGC to use any secret process, trade secret, or other
confidential or proprietary knowledge or information belonging to others, including but not limited
to the United States. Such information includes but is not limited to information relating to
bids, offers, technical proposals, responses to requests for procurement, rankings of competitors
and other similar procurement sensitive information.
E. Non-Public Information. Consultant’s duties under this Agreement may involve
access to material information that is not publicly available about Northrop Grumman Corporation.
Consultant acknowledges that the securities laws of the United States impose certain restrictions
upon the use of material non-public information, and he agrees to abide by such laws and
regulations with respect to his, and his family’s transactions in Northrop Grumman stock and also
with respect to his communication of such material, non-public information to others.
| VI. | PRESERVATION OF TRADE NAMES, TRADE MARKS AND PATENT RIGHTS |
All trade names, trade marks and patent rights of NGC pertaining to NGC products, including
the names “Northrop,” “Grumman” and “Northrop Grumman Corporation” shall remain the sole
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property
of NGC and Consultant agrees to do all things necessary to protect and preserve such trade names,
trade marks and patent rights from claims by other persons or entities.
| VII. | COOPERATION WITH NGC |
During and after the expiration of this Agreement, Consultant shall cooperate with the Company
in regard to any matter, dispute or controversy in which the Company is involved, or may become
involved and of which Consultant may have knowledge. Such cooperation shall be subject to further
agreement providing payment for Consultant’s expenses and reasonable compensation for his time.
| VIII. | INDEMNIFICATION; INDEPENDENT CONTRACTOR |
Consultant shall render all services hereunder during the Consulting Period as an independent
contractor and shall not hold out himself or herself as an agent of the Company. Nothing herein
shall be construed to create or confer upon Consultant the right during the Consulting Period to
make contracts or commitments for or on behalf of the Company. Consultant and the Company entered
into an Indemnification Agreement that was effective on or about April 3, 2001 (the
“Indemnification Agreement”). The Indemnification Agreement provides that the Company will
indemnify Consultant for certain losses that Consultant may incur in connection with providing
services that are within Consultant’s “Corporate Status” with the Company. Consultant’s services
pursuant to this Agreement shall constitute “Corporate Status” for purposes of the Indemnification
Agreement.
| IX. | TAXES |
Consultant shall provide all services contemplated by this Agreement as a non-employee of the
Company and the Company shall withhold (or not withhold, as applicable) income and employment taxes
on such basis.
Consultant shall pay all taxes which are imposed on him with respect to the compensation paid
hereunder (including, without limitation, all taxes that may be due if the classification
contemplated by the preceding paragraph is erroneous or if the Company is required to revise such
classification).
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X. OBSERVANCE OF APPLICABLE LAWS AND REGULATIONS
A. United States Laws. Consultant shall comply with and do all things necessary for
NGC to comply with United States laws and regulations and express policies of the United States
Government, including but not limited to the requirements of the Foreign Corrupt Practices Act, 15
U.S.C. Section 78 dd-1 et seq., the Federal Acquisition Regulations, 48 CFR section
1.101 et seq., (“FAR”), the International Traffic in Arms Regulations, 22 CFR Parts
120 through 130 and applicable regulations; the Xxxx Amendment (31 U.S.C. Section 1352) and
applicable regulations; the Office of Federal Procurement Policy Act (41 U.S.C. Section 423) and
applicable regulations; and the DoD Joint Ethics Regulation (DoD 5500.7-R). No part of any
compensation or fee paid by NGC will be used directly or indirectly to make any kickbacks to any
person or entity, or to make payments, gratuities, emoluments or to confer any other benefit to an
official of any government or any political party. Consultant shall not seek, nor relay to NGC,
any classified, proprietary or source selection information not generally available to the public.
Consultant shall also comply with and do all things necessary for NGC to comply with provisions of
contracts between agencies of the United States Government or their contractors and NGC that relate
either to patent rights or the safeguarding of information pertaining to the security of the United
States. This entire Agreement and/or the contents thereof may be disclosed to the United States
Government.
B. No Selling Agency Employed. Consultant further represents and warrants that no
person or selling agency has been or will be employed or retained to solicit or secure any
contract, including but not limited to a United States Government contract, upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the Consultant for
the purpose of receiving business. In the event of a breach or violation of this warranty, NGC
shall have the right to annul this Agreement without liability or in its discretion to deduct from
the fee or consideration, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
C. State Law And Regulations. Consultant shall comply with and do all things
necessary for Consultant and NGC each to comply with all laws and regulations of the State of
California and any other state, in which services hereunder are or may be rendered.
D. Maintenance Of Time And Expense Records. Consultant shall maintain appropriate
time and expense records pertaining to the services performed under this Agreement. Said
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records
shall be subject to examination and audit by NGC and the United States Government until notified by
NGC in writing, that the records no longer need to be maintained.
E. Certification. This Agreement is made in material reliance upon the
representations and warranties made by Consultant. The effectiveness of this Agreement is
contingent upon and will not commence until receipt by NGC of the certifications set forth in
Attachment C hereto. In the event that NGC has reason to believe that these certifications are
incorrect, NGC may treat this Agreement as being null and void or may terminate this Agreement
pursuant to Section XVI.
F. Standards of Business Conduct. Consultant hereby acknowledges that he has received
a copy of the NGC Standards of Business Conduct (or amendment thereof) and agrees to conduct his
activities for or on behalf of NGC in accordance with such principles as a condition of this
Agreement.
| XI. | ASSIGNMENT OF RIGHTS |
This Agreement and the rights, benefits, duties and obligations contained herein may not be
assigned or otherwise transferred in any manner to third parties without the express written
approval of NGC. Any such assignment or transfer without prior approval of NGC will be null, void
and without effect.
| XII. | MODIFICATION |
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein shall be valid and enforceable unless such waiver or modification is in writing.
| XIII. | USE OR EMPLOYMENT OF THIRD PARTIES |
Consultant shall not utilize or employ any third party, individual or entity, in connection
with Consultant’s performance of services under this Agreement without the express written approval
of NGC.
| XIV. | CONFLICTS OF INTEREST |
No business or legal conflicts of interest shall exist between services performed or to be
performed by Consultant on behalf of NGC and by Consultant on behalf of any other client. The
identity
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of Consultant’s directorships, other employment and clients shall be fully disclosed in
the Certification, Attachment D.
| XV. | EXCLUSIVITY OF CONSULTING ARRANGEMENT |
During the term of this Agreement, Consultant shall not directly or indirectly engage in any
activities designed to deprive or which may have the effect of depriving NGC of the good will of
customers or potential customers of its products and services. Further, Consultant shall not,
during the term of this Agreement, and for a period of twelve (12) months after expiration or
termination of this Agreement, represent, act as representative for, or market or sell, directly or
indirectly, products competing with NGC products and services.
| XVI. | TERMINATION |
A. Violation Of Term Or Condition. In the event of a violation by Consultant of any
term or condition, express or implied, of this Agreement or of any federal or state law or
regulation pertaining to or arising from Consultant’s performance of services under this Agreement,
NGC may, in its discretion, terminate this Agreement immediately, without notice and in such event,
Consultant shall only be entitled to compensation up to the time of such violation.
B. Bankruptcy; Death. In the event Consultant dies or is adjudicated a bankrupt or
petitions for relief under bankruptcy, reorganization, receivership, liquidation, compromise or
other arrangement or attempts to make an assignment for the benefit of creditors, this Agreement
shall be deemed terminated automatically, without requirement of notice, without further liability
or obligation to the Company.
| XVII. | SEVERABILITY OF PROVISIONS |
All provisions contained herein are severable and in the event any of them are held to be
invalid by any competent court, this Agreement shall be interpreted as if such invalid provision
was not contained herein.
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| XVIII. | AVAILABILITY OF EQUITABLE REMEDIES |
Consultant understands and agrees that any breach or evasion of any of the terms of this
Agreement will result in immediate and irreparable injury to NGC and will entitle NGC to all legal
and equitable remedies including, without limitation, injunction or specific performance.
| XIX. | GOVERNING LAW |
This Agreement and the performance hereunder shall be governed by and construed in accordance
with the laws of the State of California (excluding any conflicts of laws provisions) which shall
be the exclusive applicable law.
| XX. | SETTLEMENT OF DISPUTES |
A. NGC and Consultant hereby consent to the resolution by arbitration of all disputes, issues,
claims or controversies arising out of or in connection with this Agreement, that NGC may have
against Consultant, or that Consultant may have against NGC, or against its officers, directors,
employees or agents acting in their capacity as such; provided however, that in order to comply
with the requirements of section 8116 of P. L. 111-118 (the “Xxxxxxx Amendment”) and its
implementing regulations, Consultant is not required to arbitrate any claim under Title VII of the
Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment,
including assault and battery, intentional infliction of emotional distress, false imprisonment, or
negligent hiring, supervision, or retention, regardless of when that claim arises or has arisen.
Consultant may, but is not required to, request arbitration of such claims. Each party’s promise
to resolve all such claims, issues, or disputes by arbitration, except as noted above, in
accordance with this Agreement rather than through the courts, is consideration for the other
party’s like promise. It is further agreed that the decision of an arbitrator on any issue,
dispute, claim or controversy submitted for arbitration, shall be final and binding upon the NGC
and Consultant and that judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction.
B. Except as otherwise provided herein or by mutual agreement of the parties, any arbitration
shall be administered in accordance with the then-current Model Arbitration Procedures of the
American Arbitration Association (AAA) before an arbitrator who is licensed to practice law in the
state in which the arbitration is convened. The arbitration shall be held in Los Angeles, CA or at
any other location mutually agreed upon by the parties.
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C. The parties shall attempt to agree upon the arbitrator. If the parties cannot agree on the
arbitrator, the AAA shall then provide the names of nine (9) arbitrators experienced in business
employment matters along with their resumes and fee schedules. Each party may strike all names on
the list it deems unacceptable. If more than one common name remains on the list of all parties,
the parties shall strike names alternately until only one remains. The party who did not initiate
the claim shall strike first. If no common name remains on the lists of the parties, the AAA shall
furnish an additional list until an arbitrator is selected.
D. The arbitrator shall interpret this Agreement, and any applicable NGC policy or rules and
regulations, any applicable substantive law (and the law of remedies, if applicable) of the state
of Texas, or applicable federal law. In reaching his or her decision, the arbitrator shall have no
authority to change or modify any lawful NGC policy, rule or regulation, or this Agreement. The
arbitrator, and not any federal, state or local court or agency, shall have exclusive and broad
authority to resolve any dispute relating to the interpretation, applicability, enforceability or
formation of this Agreement, including, but not limited to, any claim that all or any part of this
Agreement is voidable.
| XXI. | NOTICE |
Any notice to be given hereunder shall be in writing, mailed by certified or registered mail
with return receipt requested addressed to NGC:
Northrop Grumman Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attn.: Xxxxxx X. Xxxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attn.: Xxxxxx X. Xxxxxxxx
or to Consultant:
Xxxxxx X. Sugar
or to such other address as may have been furnished at the date of mailing either by NGC or
Consultant in writing.
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| XXII. | COMPLETE AGREEMENT |
This Agreement constitutes the entire agreement of the parties with respect to the engagement
of Consultant by NGC. The parties stipulate and agree that neither of them has made any
representation with respect to this Agreement except that such representations are specifically set
forth herein. The parties acknowledge that any other payments or representations that may have
been made are of no effect and that neither party has relied on such payments or representations in
connection with this Agreement or the performance of services contemplated herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into and
executed as set forth below.
| NORTHROP GRUMMAN CORPORATION |
||||
| /s/ Xxxxxx X. Xxxxxxxx | ||||
| Xxxxxx X. Xxxxxxxx | ||||
| Vice President Acting Chief Human Resources Officer Date: 6/28/10 |
||||
| CONSULTANT |
||||
| /s/ Xxxxxx X. Sugar | ||||
| Xxxxxx X. Sugar |
||||
| Date: 6/22/10 |
||||
| TIN: | ||||
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ATTACHMENT A
CERTIFICATION
Xxxxxx X. Sugar
CERTIFICATION
Xxxxxx X. Sugar
The undersigned, Xxxxxx X. Sugar, (“Consultant”), hereby certifies, represents and warrants the
following:
1. In past dealings with Northrop Grumman Corporation (“NGC”) or other clients, Consultant has
complied with all applicable laws, rules, regulations and express policies of the United States and
the State or territory in which services were performed.
2. In performing the services under this Agreement, Consultant will comply with all applicable
laws, rules, regulations and express policies of the United States and the State or territory in
which services will be performed.
3. There have been no kickbacks or other payments made, either directly or indirectly, to or by Mr.
Sugar or to or by any member of his family.
4. No kick-backs or other payments will be made, either directly or indirectly, to or by Mr. Sugar
or to or by any member of his family.
5. Consultant has not used and will not use any part of the compensation paid by NGC to make
payments, gratuities, emoluments or to confer any other benefit to an official of any government,
or any political party, or official of any political party.
6. No person or selling agency has been or will be employed or retained to solicit or secure any
contract, including but not limited to a United States government contract, upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial selling agencies maintained by the Consultant for the
purpose of receiving business.
7. No classified, proprietary, source selection or procurement sensitive information has been or
will be solicited on behalf of or conveyed to NGC.
8. Consultant has not influenced or attempted to influence and will not influence or attempt to
influence any United States government official or employee in connection with the award,
extension, continuation, renewal, amendment or modification of a federal contract or otherwise
engage in “non-exempt services” within the meaning of the Xxxx Amendment, 31 U.S.C. Section 1352.
9. Consultant has not utilized or employed and will not utilize or employ any third party,
individual or entity, in connection with the performance of services on behalf of NGC, except as
follows: None.
10. No business or legal conflicts of interest exist between services performed or to be performed
by Consultant on behalf of NGC and by Consultant on behalf of any other client, the identities of
which Consultant has fully disclosed to NGC.
I declare under penalty of perjury that the foregoing certificate is true and correct.
/s/ Xxxxxx X. Sugar
|
Date: 6/22/10 | |
Xxxxxx X. Sugar |
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ATTACHMENT B
CERTIFICATION OF DIRECTORSHIPS, EMPLOYMENT AND CLIENTS
Xxxxxx X. Sugar
The following is a complete list of Consultant’s directorships, employment and consulting clients
(if none, state “None”):
I. Directorships and Employment
| Name of Company | Responsibilities/Duties | |
Chevron
Corp. Air Lease Corp. Univ of So. Calif LA Philharmonic Alliance College Ready Schools Boys and Girls Clubs of America Achievement Rewards for College Scientists (ARCS) |
Director Director Trustee/Professor (non-profit) Director (non-profit) Director (non-profit) Trustee (non-profit) Advisor (non-profit) |
II. CLIENTS
Name of Company
|
Services/Duties | |
Ares Management, LLC
|
Senior Advisor |
| Signature: | /s/ Xxxxxx X. Sugar | |||
| Xxxxxx X. Sugar | ||||
| Date: | 6/22/10 | |||
ATTACHMENT C
CONSULTANT CERTIFICATE REGARDING NORTHROP GRUMMAN
CORPORATION STANDARDS OF BUSINESS CONDUCT
CORPORATION STANDARDS OF BUSINESS CONDUCT
Xxxxxx X. Sugar
I, Xxxxxx X. Sugar, do hereby certify that I am familiar with and will conform to the
principles and practices set forth in the NGC publication entitled “Standards of Business Conduct.”
| /s/ Xxxxxx X. Sugar | ||||
| Xxxxxx X. Sugar | ||||
| Date: 6/22/10 | ||||
