AND GENERAL RELEASE
1.0 PARTIES : The parties to this Separation Agreement and General Release (“Agreement”) are Dr. Philip A. Dur (“Dr. Dur”)
and NORTHROP GRUMMAN CORPORATION (“Northrop Grumman” or “the Company”).
2.0 RECITALS : This Agreement is made regarding the following facts:
2.1 Dr. Dur is currently an elected officer of the Company. From October 1, 2001 through July 1, 2005 he served as
President of the Company’s Ships Systems sector, which is engaged in the design, manufacture, modification,
maintenance and overhaul of ships and components thereof to the U.S. Government.
2.2 Dr. Dur and the Company have concluded that it is in their mutual best interests for Dr. Dur to retire from the
Company no later than December 31, 2005.
2.3 The Company has concluded that it is in its best interests to offer Dr. Dur the severance benefits set forth in this
Agreement in recognition of his contributions to the Company.
2.4 Dr. Dur wishes to accept the Company’s offer, and to enter into this Agreement.
3.0 CONSIDERATION : In exchange for Dr. Dur’s promise to abide by all of the terms of this Agreement, the Company agrees
to provide the following consideration:
3.1 Lump-sum Cash Severance . The Company agrees to pay Dr. Dur the sum of $2,900,000, less applicable withholding.
This amount will be paid to Dr. Dur in a single lump sum payment within thirty (30) calendar days of the later of the
following two events: (a) the expiration of the revocation period set forth in Section 14 of this Agreement, or (b) the
date Dr. Dur’s employment with the Company ends (“Separation Date”).
3.2 Continued Vesting in RPSRs : Following his Separation Date, Dr. Dur shall continue to vest in all Restricted
Performance Stock Rights (“RPSRs”) granted to him, as if he were actively employed. Such RPSR grants shall be
valued and paid to Dr. Dur at the conclusion of the Performance Periods specified therein, at the same time t