EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Northrop Grumman Corporation (Northrop
Grumman or the Registrant) for the purpose of registering 14,000,000 shares of its common stock, $1.00 par value per share (Common Stock), including (i) 10,000,000 shares of Common Stock under the Northrop Grumman
Savings Plan, as amended (the NGSP) and (ii) 4,000,000 shares of Common Stock under the Northrop Grumman Financial Security and Savings Program (formerly the Litton Financial Security and Savings Program), as amended (the
FSSP). The Registrant previously filed with the Securities and Exchange Commission (i)
a Registration Statement on Form S-8 (File No. 333-121104) on
December 9, 2004, relating to the NGSP and (ii) a Registration Statement on Form S-8 (File No. 333-100179) on September 30, 2002, relating to the FSSP (collectively, the Prior Registration Statements). This Registration Statement relates to the securities of the same class as
that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. In accordance with such
instruction, the contents of the Prior Registration Statements are incorporated herein by reference, including periodic reports that the Registrant filed after the Prior Registration Statements to maintain current information about the Registrant
that were incorporated by reference into the Prior Registration Statements, except to the extent amended or superseded by the contents hereof.
Item 6. |
Indemnification of Directors and Officers. |
Section 145 of the General Corporation Law of the State of Delaware (DGCL) provides, generally, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In a derivative action, an action only by or in the right of the corporation, indemnification may be made for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of
an action or suit, and with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. DGCL does not provide for indemnification if
such person shall have been adjudged liable to the corporation, unless and to the extent that the court in which the action or suit was brought shall determine upon application that the defendant officers or directors are fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
As permitted by Section 102(b)(7) of the DGCL,
Article FIFTEENTH of Northrop Grummans Amended and Restated Certificate of Incorporation provides that a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the directors duty of loyalty to the Corporation or to its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derives an improper personal benefit. If the DGCL is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Article V of Northrop Grummans Amended and Restated Bylaws provides that the company will indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer elected by the board of directors (elected
officer) or employee of the company,