Delaware (State or other jurisdiction of incorporation) |
95-4840775 (IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| Applies to employees at the vice-president level and above | ||
| Covers performance-based compensation and applies to both Annual Incentive Plan (AIP) awards and Long Term Incentive Stock Plan (LTISP) awards | ||
| Compensation Committee has discretion to evaluate to what extent recoupment of performance-based compensation is appropriate based on specific facts and circumstances | ||
| Is triggered by a financial restatement by the Company linked to misconduct, applicable to responsible party |
NORTHROP GRUMMAN CORPORATION |
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Date: December 23, 2008 | By: | /s/ Stephen D. Yslas | ||
Stephen D. Yslas | ||||
Corporate Vice President, Secretary and Deputy General Counsel | ||||