Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 53± 241K
2: EX-10 Material Contract 24± 70K
3: EX-10 Material Contract 82± 282K
4: EX-10 Material Contract 16± 55K
5: EX-10 Material Contract 40± 129K
6: EX-10 Material Contract 1 5K
7: EX-10 Material Contract 37± 128K
8: EX-10 Material Contract 19± 73K
9: EX-10 Material Contract 16± 39K
10: EX-10 Material Contract 6± 24K
11: EX-10 Material Contract 6± 22K
12: EX-21 Subsidiaries of the Registrant 1 6K
13: EX-24 Power of Attorney 2± 12K
14: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
EX-10 — Material Contract
Exhibit 10(t)
Northrop Grumman Corporation
EXECUTIVE DEFERRED COMPENSATION PLAN
1. Purpose.
The purpose of the Plan is to provide an arrangement whereby
executives can elect to defer receipt of compensation for which a
deduction to the Corporation would otherwise be disallowed for
federal income tax purposes under Section 162(m) of the Internal
Revenue Code of 1986, as amended ("Code").
2. Definitions.
(a) "Committee" is the Compensation and Management
Development Committee (or its successor) of the Board of
Directors of Northrop Grumman Corporation.
(b) "Company" means Northrop Grumman Corporation and any of
its subsidiaries or affiliates.
(c) "Compensation" means salary and other items of
includible compensation paid to a Participant from the Company
for a calendar year.
(d) "Corporation" means Northrop Grumman Corporation.
(e) "Disability" means a permanent and total disability for
which a Participant is currently receiving benefits from a long-
term disability plan sponsored by the Company.
(f) "Effective Date" means December 30, 1994, or such other
date as specified by the Board of Directors.
(g) "Eligible Employee" means an employee who meets the
conditions for eligibility under Section 3 of this Plan.
(h) "Participant" means an Eligible Employee who makes an
election to defer Compensation under this Plan.
(i) "Plan" means the Executive Deferred Compensation Plan of
the Northrop Grumman Corporation as set forth herein and as from
time to time amended.
(j) "Plan Year" means the calendar year.
(k) "Retirement" means retirement pursuant to one or more of
the qualified pension or profit-sharing plans maintained by the
Company.
(l) "Section 162(m) limit" means the limit on deductibility
of salary and other compensation imposed by Section 162(m) of the
Code, and any subsequent or superseding provisions of the Code.
(m) "Termination" means a complete separation from service
by the Participant from the Company.
3. Eligibility.
(a) An employee of the Company who is eligible to receive
Compensation in excess of the Section 162(m) limit may be
eligible to participate in this Plan for that year, upon approval
of his eligibility by the Committee.
4. Participation.
(a) An Eligible Employee may become a Participant by
electing to defer some or all of his Compensation under this
Plan, on a form and in the manner specified by the Committee.
(b) Eligible Employees must make a separate election to
participate with respect to each Plan Year. Any deferral made
under this Plan shall only be effective with respect to the Plan
Year to which it relates.
5. Time of Deferral.
(a) An election to defer Compensation under this Plan shall
be made no later than December 31 preceding the calendar year in
which the services are performed to which the Compensation
relates.
(b) Any deferral election under this Plan shall be binding
with respect to the period for which it was made and shall be
irrevocable with respect to that period.
6. Deferral Account.
There shall be established on the books of the Corporation a
deferral account for each Participant, and all amounts deferred
by the Participant under this Plan for all years of participation
shall be credited to that account, together with any interest or
earnings on such amounts.
7. Investment Options.
(a) During the first full Plan Year, interest will be
credited to deferral accounts at a rate equal to 115-percent of
the fourth quarter monthly rate of Moody's Average Corporate Bond
rate.
(b) With respect to subsequent Plan Years, the Committee,
in its sole discretion, may make available one or more investment
options under this Plan in which Participants may elect to direct
investment of their deferral accounts. In addition, the
Committee may determine that one or more of the accounts shall
earn interest at a stated rate over a specified term.
8. No Guarantee of Payment; No Funding.
(a) Participants in this Plan shall have no rights on
account of this Plan in or to any specific assets of the Company,
and any rights that a Participant shall have on account of this
Plan shall be no greater than those of a general, unsecured
creditor of the Corporation.
(b) The Corporation in no way guarantees the principal, or
any other portion of a Participant deferral account and any
earnings thereon. Any and all investments remain the property of
the Corporation.
(c) The Corporation may, in its sole discretion, establish
a rabbi trust for the purpose of funding its obligations under
this Plan, but nothing contained herein shall require the
establishment or funding of any such trust.
(d) This Plan is intended to qualify as unfunded plan
maintained primarily for the purpose of providing deferred
compensation for a select group of management and highly
compensated employees ("a Top-Hat Plan"), for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). In the event of any change in law which the
Committee determines, in its discretion, will cause the Plan to
fail to qualify as a Top-Hat Plan, the Committee may terminate
the participation of such Participants as it deems necessary to
preserve or restore the Plan's status, and may take such other
action, including the acceleration of payment of Participant
deferral accounts, if necessary to preserve or restore the Plan's
status as a Top-Hat Plan.
9. Form and Timing of Distributions.
(a) At the time a Participant makes a deferral election
under this Plan, he or she shall also make an election with
respect to the form of payment of that deferral (a "Distribution
Election"). Each Distribution Election shall be effective only
with respect to the deferral elected for that period (and pro-
rata earnings on that deferral, if any), and a separate
Distribution Election shall be made for any subsequent deferrals.
(b) A Distribution Election shall consist of one of the
following:
(1) A lump sum payment to be made in the year following the
earliest to occur of the Participant's Termination,
Retirement or Disability; and
(2) Annual installment payments for a period of five or ten
years, beginning in the year following the earliest to occur
of the Participant's Termination, Retirement or Disability.
(c) Distributions shall be paid in January of each year or
as soon thereafter as administratively possible.
(d) The death of a Participant prior to his Retirement or
Disability shall be treated as a Termination of employment for
purposes of the distribution of benefits under this Plan. In the
event that a Participant receiving installment distributions dies
prior to the receipt of all such installments, installment
payments shall continue to the Participant's beneficiary or
beneficiaries, as designated under this Plan.
10. Beneficiary Designation.
(a) At the time of deferral election or any time
thereafter, a Participant may designate one or more beneficiaries
to receive any benefits due upon death. In the absence of any
designation under this Plan, the beneficiary of a married
Participant shall be the Participant's spouse to whom he was
married at the time of death, and the beneficiary of an unmarried
Participant shall be his estate.
(b) The Participant can elect to change his beneficiary at
any time up to the date of distribution, and no consent shall be
required for a married Participant to designate a non-spouse
beneficiary.
11. Emergency Benefit.
If a Participant suffers an unforeseeable and immediate financial
emergency, the Committee, in its sole discretion and upon the
written application of the Participant, may distribute to the
Participant at such time as the Committee may prescribe that
portion of his deferral account, if any, which the Committee
determines is necessary to meet the financial emergency. A
financial emergency shall include major uninsured medical
expenses or such other circumstances as the Committee may, in its
discretion, determine, provided that the Participant demonstrates
to the Committee's satisfaction that he lacks available resources
to meet the emergency. Any such distribution shall reduce the
balance in the Participant's deferral account available for
distribution.
12. Administration of the Plan.
(a) The Committee shall be the Administrator of the Plan,
and it may delegate responsibilities therefor to the Vice
President, Human Resources, or his delegates.
(b) The Committee shall have the full and exclusive
authority to interpret the Plan, to construe ambiguities and to
decide all matters under the Plan in its discretion. Such
interpretation and decision shall be final, conclusive and
binding on all Participants and any person claiming under or
through any Participant.
(c) The Committee shall have full discretionary authority
to interpret and administer the Plan, and to make such rules and
regulations as it deems necessary or appropriate to carry out its
responsibilities under this Plan as well as the purposes for
which it was established, including any rules relating to the
availability of investment options for deferral accounts.
13. Taxes.
The Corporation may withhold from any distribution under this
Plan any and all amounts necessary for the payment of any taxes,
including without limitation, income and employment taxes, and
the amounts payable to Participants shall be reduced by the tax
so withheld.
14. Amendment and Termination.
(a) The Committee may at any time amend the Plan in any
manner (including any method for determining earnings on deferral
accounts), provided that no such amendment shall reduce the
amounts previously credited to a deferral account of any
Participant for periods prior to the amendment.
(b) The Plan shall continue in effect until terminated by
action of the Board of Directors of the Corporation. Upon
termination of the Plan, no further deferrals of Compensation
shall be made, and distribution of any amounts credited to
deferral accounts shall be made in accordance with rules of the
Committee.
15. No Assignment of Benefits.
Participant's rights to benefit payments under the Plan are not
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or the Participant's
beneficiary.
16. Future Rights.
No person shall have any claim or right under this Plan to be
retained in the employ of the Company, or to remain eligible for
any Compensation able to be deferred under this Plan.
17. Governing Law.
The terms of this Plan shall be construed in accordance with the
laws of the State of Delaware, to the extent not preempted by
federal law.
18. Forfeitures.
Notwithstanding anything in this Plan to the contrary, any
benefit payable to a Participant hereunder may be forfeited,
discontinued or reduced if the Participant is discharged for
gross misconduct of a type which is or was directly or indirectly
harmful to the business or reputation of the Corporation.
Dates Referenced Herein
| This ‘10-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 2/22/96 | | None on these Dates |
| For Period End: | | 12/31/95 |
| | 12/30/94 |
| List all Filings |
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