NORTHROP GRUMMAN CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS,
Section 1: Purpose
The Northrop Grumman Corporation 1995 Stock Option Plan for Non-Employee Directors (“Plan”) has been adopted to
promote the longer-term growth and financial success of the Company by (1) enhancing its ability to attract and retain
nonaffiliated individuals of outstanding ability as members of the Board and (2) promoting a greater identity of interest between
non-employee members of the Board and shareholders.
Section 2: Definitions
As used in the Plan, the following terms have these respective meanings:
(a) “Board” means the Company’s Board of Directors.
(b) “Common Stock” means the Company’s Common Stock, par value $1.00 per share, or any successor stock issued by
the Company in replacement or conversion thereof.
(c) “Company” means Northrop Grumman Corporation, a corporation established under the laws of the State of
(d) “Fair Market Value” means for any given day the closing sales price on such date of a share of Common Stock as
reported on the principal securities exchange on which such shares of Common Stock are then listed or admitted to
trading or as reported on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) National
Market System, if not so listed or admitted. If no sales of Common Stock were made on such exchange or reported on
the NASDAQ system on that date, the closing price of a share of Common Stock for the preceding day of such
exchange or as reported by NASDAQ shall be substituted.
(e) “Grant Date” means the third business day following the Company’s Annual Meeting of Shareholders.
(f) “Participant” means for each Grant Date any director of the Company who is not an employee of the Company or any
subsidiary or affiliate of the Company on the applicable Grant Date.
(g) “Plan” means the Northrop Grumman Corporation 1995 Stock Opti