THE 2002 INCENTIVE COMPENSATION PLAN
NORTHROP GRUMMAN CORPORATION
As amended and restated effective January 1, 2008
The purpose of this Plan is to promote the success of the Company and render its operations profitable to the
maximum extent by providing for the Senior Executives of the Company incentives that continue to be dependent
upon the overall successful performance of the Company. The Senior Executives, for this purpose, are only those
elected corporate officers who participate in making the basic and strategic decisions which affect the corporate-
wide performance of the Company, together with those Senior Executives who are in charge of significant
operating subsidiaries. The Plan is designed to comply with the performance-based compensation exception
under Section 162(m) of the Internal Revenue Code of 1986, as amended.
1. COMPANY — Northrop Grumman Corporation and such of its subsidiaries as are consolidated in its
consolidated financial statements.
2. CODE — The Internal Revenue Code of 1986, as amended from time to time.
3. COMMITTEE — The Compensation and Management Development Committee of the Board of
Directors of the Company. It shall be composed of not less than three members of the Board of Directors, no
one of whom shall be an officer or employee of the Company and it shall be constituted so as to permit this Plan
to comply with the “outside director” requirement of Code section 162(m).
4. INCENTIVE COMPENSATION — Awards payable under this Plan.
5. PERFORMANCE CRITERIA — Economic Earnings, and for purposes of this Plan, “Economic Earnings”
shall mean income from continuing operations before federal and foreign income taxes and the cumulative effect
of accounting changes and extraordinary items, less pension income (or plus pension expense) plus amortization
and impairment of goodwill and other purchased intangibles, plus restructuring or similar charges to the ex