Summary of Terms of RPSR Grant Modification for James F. Pitts

Summary

This document outlines a modification approved by the Compensation Committee of the Board of Directors for James F. Pitts' 2011 and 2012 Restricted Performance Stock Rights (RPSR) grants. The modification allows Mr. Pitts to continue vesting in these RPSRs after his retirement, through the end of the original performance periods specified in the grant agreements. The terms and conditions of the original grants remain in effect, except for this change regarding post-retirement vesting.

EX-10.5 5 noc-9302012xex105.htm SUMMARY OF TERMS OF RPSR GRANT MODIFICATION FOR JAMES F. PITTS NOC-9.30.2012-Ex 10.5
Exhibit 10.5

Summary of Terms of RPSR Grant Modification for James F. Pitts
The Compensation Committee of the Board of Directors approved modifying the terms and conditions of Mr. Pitts’ 2011 and 2012 Restricted Performance Stock Rights (“RPSRs”) grants to provide for the continued vesting of the RPSRs after his retirement from the Company through the remainder of the performance period as set forth in the terms of the respective RPSR grant agreements.
For a description of the terms and conditions applicable to the 2011 and 2012 RPSR grants, see the grant certificates filed as Exhibit 10.2 to the Form 8-K filed February 22, 2011 and Exhibit 10.2 to the
Form 8-K filed February 17, 2012, respectively.