To W.C. Solberg
From K. Kresa
Subject Memorandum of Agreement
February 22, 1997
This memorandum confirms your recent discussions with Marv Elkin regarding your retirement arrangements.
You have agreed to retire from employment and resign from the Board of Directors effective February 28, 1997.
The Company has agreed to provide you with the following benefits:
1. Upon retirement, you will be provided with a total pension benefit payable from all sources (excluding the
Northrop Grumman Savings and Investment Plan) equivalent to a single life annuity of $342,664.91 per year.
This amount is calculated to equal 50% of your pensionable earnings averaged over the highest three of your last
ten years of employment. Of course, if you elect to receive this benefit in a joint annuity form under the qualified
defined benefit plans, and/or take lump sum equivalents from one or more of the Company's non-qualified benefit
plans, the dollar amount that you (and your spouse) actually receive will be adjusted according to the normal
actuarial factors that apply under the plans with respect to such benefit forms.
2. On or before February 28, 1997, you will receive a bonus under the Incentive Compensation Plan for your
work in 1996. You will also receive a pro-rata Incentive Compensation Plan bonus for your work from January
1 through February 28, 1997, paid in February 1998. These bonuses will be calculated in accordance with the
normal ICP factors, including my judgment as to the performance of the Company.
You will receive the following portion of your unvested outstanding grants (as of February 28, 1997) of stock
and stock options:
RPSR granted 11/93: 3,600 shares if the performance of Northrop Grumman stock results in a 100%
performance factor being applied.
You will be responsible for paying all taxes which may be due as a result of your receipt of shares of stock or
3. You will be reimbursed for eligible expenses you incur in 1997 for income tax preparation fees