NORTHROP GRUMMAN 2002 ANNUAL INCENTIVE PLAN
Amended and Restated as of May 16, 2005
INCENTIVE COMPENSATION PLAN (for NON-SECTION 162(m) OFFICERS)
PERFORMANCE ACHIEVEMENT PLAN
INCENTIVE MANAGEMENT ACHIEVEMENT PLAN
Northrop Grumman has an annual incentive program to promote the success of the Company and render its operations
profitable to the maximum extent by providing incentives to key employees. Participating employees have varying degrees of
impact on the overall success and performance of the Company. To facilitate the appropriate incentive level for each Participant,
Northrop Grumman utilizes three incentive plans that use common financial and business performance criteria:
• The Incentive Compensation Plan (ICP)
• The Performance Achievement Plan (PAP)
1. COMPANY - Northrop Grumman Corporation and such of its subsidiaries as are consolidated in its consolidated financial
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.
4. INCENTIVE COMPENSATION – Awards payable under these plans.
5. PARTICIPANT – An employee of the Company granted or eligible to receive Incentive Compensation award under one of
1 of 11
6. PERFORMANCE CRITERIA – The performance criteria is a weighted combination of various financial and non-financial
factors approved by the Committee for the Performance Year.
7. PERFORMANCE YEAR – The year with respect to which an award of Incentive Compensation is calculated and paid.
8. PLAN – Any of the following plans, individually or in combination: the Incentive Compensation Plan (ICP); the Performance
Achievement Plan (PAP); and/or the Incentive Management Achievement Plan (IMAP).
9. SECTION 162(m) OFFICER – An employee who is a “covered employee” as