DELAWARE | 1-16411 | No. 80-0640649 | ||
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
Incorporation or Organization) | Identification Number) | |||
¬ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¬ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¬ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¬ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | Approved no change in base salaries or annual incentive percentage targets under the 2002 Incentive Compensation Plan for 2013 for the named executive officers. |
• | Awarded Restricted Performance Stock Rights (“RPSR”) for the performance period 2013-2015 and approved the metrics for such RPSR awards, which continue to be measured in terms of relative total shareholder return, and awarded Restricted Stock Rights (“RSR”) that will vest on February 20, 2016. Of the awards granted, 70% were comprised of RPSRs and 30% were comprised of RSRs. Similar to 2012, the Compensation Committee did not award any stock options. |
• | The RPSRs vest based on performance goals established by the Compensation Committee for the performance period. The RPSRs are payable in shares of Northrop Grumman common stock or, in the Compensation Committee's discretion, in cash or a combination of cash and common stock. Shares of common stock that are paid out under the RPSR award can vary from 0% to 150% of the original RPSR award granted. The vesting percentage is capped at 100% if absolute TSR is negative, even if the relative TSR would have resulted in a higher pay out percentage. Dividends accrue on RPSR awards earned and will be paid out upon payment of RPSRs. RPSR awards vest upon death, disability, retirement or a termination of employment following a change in control subject to the provisions set forth in the award agreement. The Company has the right to cancel all unvested awards and recover any vested awards if the participant violates the non-competition and non-solicitation requirements set forth in the agreement. Participants are required to hold 50% of the net shares of common stock received upon payment of the RPSRs until the earlier of (1) the participant's death, disability or termination following a change in control or (2) the third anniversary of the date that the shares are paid; provided that the holding period will not apply for RPSRs paid out more than one year after termination. |
• | The RSRs vest three years from the date of grant The RSRs are payable in Northrop Grumman common stock or, in the Compensation Committee's discretion, in cash or a combination of cash and common stock. Dividends accrue on RSR awards earned and will be paid upon the payment of the RSRs. The RSR awards partially or fully vest upon death, disability, retirement or termination of employment following a change in control. The Company has the right to cancel all unvested awards and recover any vested awards if the participant violates the non-competition and non-solicitation requirements set forth in the agreement. Participants are required to hold 50% of the net shares of common stock received upon payment of the RSRs until the earlier of (1) the participant's death, disability or termination following a change in control or (2) the third anniversary of the date that the shares are paid. |
Exhibit No. | Description | |
Exhibit 10.1 | Grant Certificate Specifying the Terms and Conditions Applicable to 2013 Restricted Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan | |
Exhibit 10.2 | Grant Certificate Specifying the Terms and Conditions Applicable to 2013 Restricted Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan | |
NORTHROP GRUMMAN CORPORATION (Registrant) | ||
By: | /s/ Jennifer C. McGarey | |
Jennifer C. McGarey Corporate Vice President and Secretary | ||
Exhibit No. | Description | |
Exhibit 10.1 | Grant Certificate Specifying the Terms and Conditions Applicable to 2013 Restricted Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan | |
Exhibit 10.2 | Grant Certificate Specifying the Terms and Conditions Applicable to 2013 Restricted Performance Stock Rights Granted Under the 2011 Long-Term Incentive Stock Plan | |