exv10wqq






Exhibit 10(qq)




CONSULTANT CONTRACT




        This consultant contract (“Agreement”) is made by and between Northrop Grumman Corporation, a
Delaware corporation, with a principal place of business at 1840 Century Park East, Los Angeles,
California 90067 (“NGC”) and W. Burks Terry                            (“Consultant”) (collectively “the
parties”).





	I.	 	ENGAGEMENT






     NGC hereby retains Consultant to provide the services described in Attachment A hereto.
Consultant shall serve at NGC’s call. Consultant’s principal point of contact with NGC with
respect to the specific nature and scope of the services to be provided hereunder is Stephen D.
Yslas, NGC’s Corporate Vice President and General Counsel, or his designee.




	II.	 	PLACE OF ENGAGEMENT






        Consultant shall perform the services called for under this Agreement in Los Angeles,
California, and at such other places as NGC may reasonably require.





	III.	 	TERM OF ENGAGEMENT






        The term of this Agreement shall be for one (1) year commencing on the first date it
has been executed by both parties and terminating one (1) year thereafter. This Agreement may be
renewed or extended for such additional time as NGC and the Consultant may agree upon in writing.





	IV.	 	COMPENSATION







A. Fee. Consultant agrees to make himself available to perform services for NGC no
less than one (1) eight hour day per month. NGC shall pay Consultant a fixed fee of One
Thousand Dollars ($1,000) per month for these services. To the extent that Consultant
performs services for NGC for more than one (1) eight hour day in any month, such additional
services shall be paid at the rate of Four Hundred Fifty Dollars ($450) per hour for each
hour (whether a full or partial hour) worked in excess of (1) one eight hour day in a month.
Consultant shall submit monthly activity reports in the format set forth in Exhibit B for
each month in which this Agreement is in effect, describing the activities performed and



 









 







their date of performance. If no services are provided in a particular month, the report
shall so state. Consultant shall also from time to time, provide other types of reports as NGC may
reasonably require, at no additional charge. Consultant shall invoice NGC monthly. All
payments pursuant to this Agreement shall be made within forty-five (45) days of receipt of a
proper invoice and monthly activity report from Consultant. In no event shall the total fees
paid to Consultant pursuant to this Agreement exceed Fifty Thousand Dollars ($50,000).




B. Expenses. NGC shall reimburse Consultant in accordance with NGC policy and
procedures for all reasonable and necessary business expenses incurred by Consultant in
connection with the rendering of services hereunder provided that all such expenses are
approved in advance by Mr. Yslas or his designee. Claims for expenses must be in accordance
with NGC’s established policies and limitations pertaining to allowable expenses and
documented pursuant to the procedures applicable to NGC’s employees; provided, however, that
Consultant is authorized to utilize first class commercial air travel when available. In no
event shall the total expenses reimbursed to Consultant under this Agreement exceed Ten
Thousand Dollars ($10,000).




C. Full Extent of Compensation. Unless otherwise specifically stated in writing,
this Section IV represents the full extent of compensation under this Agreement and
Consultant shall not be entitled by virtue of this Agreement to be paid a commission or to
participate in any insurance, saving, retirement or other benefit programs, including,
without limitation, stock ownership plans, offered by NGC to its employees.




D. Warranty. Consultant certifies and warrants that in the course of performing
services under this Agreement, no payments will be made to government officials or customer
representatives, that no government official or customer representative has any direct or
indirect investment interest or interest in the revenues or profits of Consultant, and that
no expenditure for other than lawful purposes will be made.




2









 






	V.	 	TRADE SECRETS AND PROPRIETARY INFORMATION







A. Disclosure To Third Parties Prohibited. Except as otherwise expressly required
by Attachment A hereto, Consultant shall not divulge, disclose or communicate any
information concerning any matters affecting or relating to the business of NGC without the
express written consent of NGC. The terms of this section shall remain in full force and
effect after the termination or expiration of this Agreement.




B. Ideas, Improvements and Inventions. Any and all ideas, improvements and
inventions conceived of, developed, or first reduced to practice in the performance of work
hereunder for NGC shall become the exclusive property of NGC and ideas and developments
accruing therefrom shall all be fully disclosed to NGC and shall be the exclusive property
of NGC and may be treated and dealt with by NGC as such without payment of further
consideration than is hereinabove specified. Consultant shall preserve such ideas,
improvements and inventions as confidential during the term of the contract and thereafter
and will execute all papers and documents necessary to vest title to such ideas,
developments, information, data, improvements and inventions in NGC and to enable NGC to
apply for and obtain letters patent on such ideas, developments, information, data,
improvements and inventions in any and all countries and to assign to NGC the entire right,
title and interest thereto.




C. Notes, Memoranda, Reports and Data. Consultant agrees that the original and all
copies of notes, memoranda, reports, findings or other data prepared by Consultant in
connection with the services performed hereunder shall be attorney work product or shall
become the sole and exclusive property of NGC.




D. Disclosure of Confidential or Proprietary Information of Third Parties
Prohibited. Consultant will not disclose to NGC or induce NGC to use any secret
process, trade secret, or other confidential or proprietary knowledge or information
belonging to others, including but not limited to the United States. Such information
includes but is not limited to information relating to bids, offers, technical proposals,
responses to requests for procurement, rankings of competitors and other similar procurement
sensitive information.





3









 







	VI.	 	PRESERVATION OF TRADE NAMES, TRADE MARKS AND PATENT RIGHTS






        All trade names, trade marks and patent rights of NGC pertaining to NGC products, including
the names “Northrop,” “Grumman,” “Litton,” “Newport News Shipbuilding,” “Ingalls,”
“Avondale,” “TRW,” and “Northrop Grumman Corporation” shall remain the sole property of NGC and
Consultant agrees to do all things necessary to protect and preserve such trade names, trade marks
and patent rights from claims by other persons or entities.





	VII.	 	COOPERATION WITH NORTHROP






         After the expiration of this Agreement, Consultant shall cooperate with NGC in regard to any
matter, dispute or controversy in which NGC may become involved and of which Consultant may have
knowledge. Such cooperation shall be subject to further agreement providing for legally
appropriate compensation.





	VIII.	 	INDEMNIFICATION






          Consultant shall indemnify, defend and hold NGC harmless from any and all claims by third
parties for loss or damage to property or injury or death to persons arising out of or relating to
the Consultant’s activities or operations or omissions pursuant to this agreement where such
actions or operations or omissions were the result of gross negligence or intentional misconduct on
the part of the Consultant. NGC shall indemnify, defend and hold Consultant harmless from any and
all claims of NGC or of third parties for loss or damage to property or injury or death to persons
arising out of or relating to the Consultant’s activities or actions or omissions under this
Agreement, resulting from the negligent acts or omissions of NGC, except for loss or damage
resulting from the gross negligence or intentional misconduct of Consultant. Consultant is neither
obligated nor authorized to engage employees or sub agents pursuant to this Agreement.





	IX.	 	INDEPENDENT CONTRACTOR






        Consultant shall render all services hereunder as an independent contractor and shall not hold
out himself as an agent of NGC. Nothing herein shall be construed to create or confer upon
Consultant the right to make contracts or commitments for or on behalf of NGC.







4









 







	X.	 	TAXES






        Consultant shall pay all taxes due with respect to the compensation paid hereunder.







	XI.	 	OBSERVANCE OF APPLICABLE LAWS AND REGULATIONS







	 	A.	 	United States Laws. Consultant shall comply with and do all things
necessary for NGC to comply with United States laws and regulations and express
policies of the United States Government, including but not limited to the requirements
of the Foreign Corrupt Practices Act, 15 U.S.C. Section 78 dd-1 et
seq., the Federal Acquisition Regulations, 48 CFR section 1.101 et
seq., (“FAR”), the International Traffic In Arms Regulations, 22 CFR Parts 120
through 130 and applicable regulations; the Byrd Amendment (31 U.S.C. Section 1352) and
applicable regulations; the Office of Federal Procurement Policy Act (41 U.S.C. Section
423) and applicable regulations; and the DoD Joint Ethics Regulation (DoD 5500.7-R).
No part of any compensation or fee paid by NGC will be used directly or indirectly to
make any kickbacks to any person or entity, or to make payments, gratuities, emoluments
or to confer any other benefit to an official of any government or any political party.
Consultant shall not seek, nor relay to NGC, any classified, proprietary or source
selection information not generally available to the public. Consultant shall also
comply with and do all things necessary for NGC to comply with provisions of contracts
between agencies of the United States Government or their contractors and NGC which
relate either to patent rights or the safeguarding of information pertaining to the
security of the United States. This entire Agreement and/or the contents thereof may
be disclosed to the United States Government.







B. State Law and Regulations. Consultant shall comply with and do all things
necessary for Consultant and NGC each to comply with all laws and regulations of the State
of California and any other sate in which services are or may be rendered.




C. Maintenance Of Time And Expense Records. Consultant shall maintain appropriate
time and expense records pertaining to the services performed under this Agreement. Said
records shall be subject to examination and audit by NGC and the United States



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Government
until notified by NGC in writing that the records no longer need to be maintained.




D. Certification. This Agreement is made in material reliance upon the
representations
and warranties made by Consultant. The effectiveness of this Agreement is contingent upon
and will not commence until receipt by NGC of the certifications set forth in Attachment C
hereto. In the event that NGC has reason to believe that these certifications are
incorrect, NGC may treat this Agreement as being null and void or may terminate this
Agreement pursuant to Section XVI.




E. Standards of Business Conduct. Consultant hereby acknowledges that he has
received a copy of the Standards of Business Conduct (or amendment thereof) and agrees to
conduct his activities for or on behalf of NGC in accordance with such principles as a
condition of this Agreement.




	XII.	 	ASSIGNMENT OF RIGHTS






        This Agreement and the rights, benefits, duties and obligations contained herein may not be
assigned or otherwise transferred in any manner to third parties without the express written
approval of NGC. Any such assignment or transfer without prior approval of NGC will be null, void
and without effect.





	XIII.	 	MODIFICATION







        No waiver or modification of this Agreement or of any covenant, condition, or limitation herein
shall be valid and enforceable unless such waiver or modification is in writing.




	XIV.	 	USE OR EMPLOYMENT OF THIRD PARTIES






        Consultant shall not utilize or employ any third party, individual or entity, in connection
with Consultant’s performance of services under this Agreement without the express written approval
of NGC.








6









 







	XV.	 	CONFLICTS OF INTEREST






        No business or legal conflicts of interest shall exist between services performed or to be
performed by Consultant on behalf of NGC and by Consultant on behalf of any other client. The
identity of Consultant’s directorships, other employment and clients shall be fully disclosed in
the Certification, Attachment D.






	XVI.	 	TERMINATION







A. Thirty Days Notice. Either party may terminate this Agreement upon thirty days
written notice to the other. Except as otherwise provided herein, in the event of
termination, Consultant shall be entitled to compensation until the expiration of the stated
notice period.




B. Violation Of Term Or Condition. Notwithstanding the foregoing, in the event of a
violation by Consultant of any term or condition, express or implied, of this Agreement or
of any federal or state law or regulation pertaining to or arising from Consultant’s
performance of services under this Agreement, NGC may, in its discretion, terminate this
Agreement immediately, without notice and in such event, Consultant shall only be entitled
to compensation up to the time of such violation.




C. Bankruptcy. Notwithstanding the foregoing, in the event that Consultant is
adjudicated a bankrupt or petitions for relief under bankruptcy, reorganization,
receivership, liquidation, compromise or other arrangement or attempts to make an assignment
for the benefit of creditors, this Agreement shall be deemed terminated automatically,
without requirement of notice, without further liability or obligation to NGC.




D. Completion, Termination, Cancellation or Non-Award of Program. Notwithstanding
the foregoing, in the event of the completion, termination, cancellation or non-award to NGC
of any program to which Consultant’s services are related, NGC may, in its discretion,
terminate this Agreement immediately upon notice to Consultant.






7









 








	XVII. SEVERABILITY OF PROVISIONS





          All provisions contained herein are severable and in the event any of them are held to be
invalid by any competent court or jurisdiction, this Agreement shall be interpreted as if such
invalid provision was not contained herein.







	XVIII.	 	EXCLUSIVITY OF SERVICES






          During the term of this Agreement, Consultant shall not perform consulting services for others
without the prior written consent of NGC.





	XIX.	 	AVAILABILITY OF EQUITABLE REMEDIES






          Consultant understands and agrees that any breach or violation of any of the terms of this
Agreement will result in immediate and irreparable injury to NGC and will entitle NGC to all legal
and equitable remedies including, without limitation, injunction or specific performance.





	XX.	 	GOVERNING LAW






          This Agreement and the performance hereunder shall be governed by and construed in accordance
with the laws of the State of California which shall be the exclusive applicable law. Consultant
shall submit to the jurisdiction of the courts within the State of California for any claim, demand
or suit that may arise in connection with this Agreement and Consultant specifically waives any
objection or defense to venue and jurisdiction.





	XXI.	 	SETTLEMENT OF DISPUTES






          Any controversy or dispute between the parties to this Agreement involving the construction,
interpretation, application or performance of the terms, covenants or conditions of this Agreement,
or in any way arising under this Agreement, shall, on demand of one of the parties by written
notice hereto served on the other in the manner prescribed in Section XXI of this Agreement, be
decided by neutral arbitration as provided by California law by a retired judge from the Superior
Court of the State of California for the County of Los Angeles. YOU ARE GIVING UP ANY RIGHTS
YOU MAY POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. IF YOU REFUSE TO SUBMIT TO
ARBITRATION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE






8









 






CALIFORNIA CODE OF CIVIL
PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.





A. Initiation of Procedure. The Arbitration Procedures may be commenced by any
party by filing with the Judicial Arbitration and Mediation Service for the County of Los
Angeles, or an equivalent source of retired Los Angeles Superior Court Judges, a petition
entitled “PETITION FOR ARBITRATION.” The Petition shall recite in a clear and meaningful
manner the factual basis of the controversy between the parties and identify the issues to
be submitted to the arbitrator for decision.




B. Arbitrator. The Petition shall designate as an arbitrator a judge from the list
of retired Superior Court judges who have made themselves available for trial or settlement
of civil litigation under the CCP Arbitration Procedure. If the parties hereto are unable
to agree on the designation of a particular retired Los Angeles County Superior Court judge
or the designated judge is unavailable or unable to serve in such capacity, request shall be
made in the Petition that the court appoint a retired Los Angeles County Superior Court
judge as an Arbitrator.




C. Compensation for Arbitration. If the parties are unable to reach an agreement as
to the payment of the fees of the arbitration, each side shall bear one-half of the fees.
The prevailing party or parties shall be entitled to reimbursement of its or their
respective attorneys’ fees and costs, including the costs of the arbitration, from the other
party or parties; furthermore, the prevailing party or parties on any appeal from the
arbitration decision, shall be entitled to all reasonable attorneys’ fees and costs relating
to such appeal.




D. Rules Governing Arbitration/Pleadings. Except as hereafter agreed by the
parties, the Arbitrator shall apply all California rules of procedure and evidence and shall
apply the substantive law of California in deciding the issues submitted hereunder, except
that the Arbitrator may shorten time limitations in order to resolve the dispute in an
expeditious manner. Reasonable notice of any motions before the Arbitrator shall be given,
and all





9









 





matters shall be set at the convenience of the Arbitrator. Discovery shall be
conducted as the parties agree or as allowed by the arbitrator.



E. Jurisdiction of the Arbitrator. The parties intend by the Procedure to submit
all issues of fact and law and all matters of a legal and equitable nature for determination
by the Arbitrator with respect to the subject matter hereof and the pleadings hereafter
filed with the arbitrator. Accordingly, the parties hereby stipulate that the arbitrator
shall have all powers of a judge of the Superior Court, including, the power to grant
equitable and
interlocutory and permanent injunctive relief, but excluding any power to render judgment
for punitive or exemplary damages.




F. Legal Effect. The parties acknowledge that the decision by the Arbitrator, when
entered by the Superior Court, shall be tantamount to a judgment by a trial court and is
subject to appeal and review in the same manner as an ordinary trial court judgment.




	XXII.	 	NOTICE






            Any notice to be given hereunder shall be in writing, mailed by certified or registered mail
with return receipt requested addressed to NGC:




	 	 	 
	 

	 	Northrop Grumman Corporation
	 

	 	1840 Century Park East
	 

	 	Los Angeles, CA 90067-2199
	 

	 	Attention: Lori Milburn
	 
	 	 
	or to Consultant:
	 	 
	 
	 	 
	 

	 	W. Burks Terry





or to such other address as may have been furnished at the date of mailing either by NGC or
Consultant in writing.








10









 







	XXIII.	 	COMPLETE AGREEMENT






            This Agreement constitutes the entire agreement of the parties with respect to the engagement
of Consultant by NGC and supersedes any and all other agreements between the parties. The parties
stipulate and agree that neither of them has made any representation with respect to this Agreement
except that such representations are specifically set forth herein. The parties acknowledge that
any other payments or representations that may have been made are of
no effect and that neither party has relied on such payments or representations in connection with
this Agreement or the performance of services contemplated herein.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into and executed
as set forth below.





NORTHROP GRUMMAN CORPORATION




	 	 	 	 	 
	By:

	 	/s/ Stephen D. Yslas	 	 
	 

	 	 	 	 
	 

	 	Stephen D. Yslas	 	 
	 

	 	Corporate Vice President and	 	 
	 

	 	General Counsel	 	 
	 
	 	 	 	 
	Date:

	 	1/31/10	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	CONSULTANT
	 
	 
	 	 	 	 
	By:

	 	/s/ W. Burks Terry	 	 
	 

	 	 	 	 
	 

	 	W. Burks Terry	 	 
	 
	 	 	 	 
	Date:

	 	Feb. 3, 2010	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	TIN:
	 	 	 	 
	 

	 	 

	 	 






11









 






ATTACHMENT A

STATEMENT OF WORK




W. BURKS TERRY


W. Burks Terry (“Consultant”) shall serve Northrop Grumman Corporation (“NGC”) as a management
advisory consultant. All work performed under this Agreement will be assigned, managed and
approved by Stephen D. Yslas, Corporate Vice President and General Counsel, or his designee.



NGC and Consultant will use their best efforts to maintain Consultant’s top secret security
clearance for the time that this Agreement or any extension of it, is in effect. NGC will
not provide consultant with office space, secretarial support, laptop computer, Blackberry,
cell phone or other similar equipment and support.



Consultant’s primary duties under this Agreement shall be to act as a management advisory
consultant with respect to the [microelectronic parts produced by the former TRW Inc. prior to its
acquisition by NGC] and TSSAM matters as well as Law Department transition issues, and other
similar duties within the scope of this Agreement. All reports required for this effort are
outline in Attachment B hereto.



Limitations and Restrictions



Consultant is not authorized to and shall not engage in any of the following activities in its
performance of this Agreement:



-Activities covered by the Byrd Amendment (31 U.S.C., Section 1352). Therefore, Consultant shall
not influence or attempt to influence an officer or employee of any federal agency, Member of
Congress, officer or employee of Congress, or employee of a Member of Congress, in connection with
the awarding, extension, continuation, renewal, amendment or modification of any federal contract
or cooperative agreement.



-Actions regarding procurement information that are prohibited under FAR Section 3.104. Therefore,
Consultant shall not solicit or obtain, directly or indirectly, from any officer or employee of a
federal agency, or disclose to NGC, any contractor bid or proposal information or source selection
information regarding any federal agency procurement during the conduct of that procurement.



-Actions relating to international contacts. Therefore, Consultant shall not provide services
outside the United States nor engage in any communication or contact directly or indirectly, with
any foreign person or organization on behalf of NGC.




A-1 of 1




 









 





ATTACHMENT B

MONTHLY ACTIVITY REPORT FORMAT

W. BURKS TERRY



As a Consultant, you are required to submit a written activity report each month directly to the
Northrop Grumman Corporation (“NGC”) employee identified in Article I of the Agreement. Each
activity report must include the following information:





1.      A detailed accounting of the amount of time spent by you on behalf of NGC since your
last Activity Report, itemized each hour or by fraction of an hour worked, reflecting the
work performed during each periodic segment and the individual who performed it.




2.      The identity of all persons with whom you met or discussed business on behalf of NGC,
including a description of the business or government affiliation of the individual, as
well as the specific position or rank of each person.




3.      A statement of the subject matter of all meetings and discussions in which you
participated on behalf of NGC, including all NGC programs discussed in connection with any
activities performed.




4.      An invoice, on a separate page, clearly identifying the Agreement, specifying the time
period covered, summarizing the fees and expenses claimed for that time period, and
enclosing the original receipts for all claimed expenses. Consultant must certify on each
invoice that the charges for the period covered by it do not include any charges for
assignments not authorized by the Agreement. A suggested certification is as follows:




“The undersigned certifies that the payment requested herein is correct and just,
and that payment has not been received. The undersigned certifies that this
invoice does not include any charges for services not authorized by the Agreement
and, specifically, that no services have been performed involving the influence or
attempt to influence any Federal agency officer or employee, any Member of
Congress, officer or employee of Congress, or employee of a Member of Congress, in
connection with any Federal action as defined in the Byrd Amendment (including the
awarding, extension, continuation, renewal, amendment, or modification of any
Federal contract); and that no services have been performed regarding advice,
information, direction or assistance to NGC for a Federal contract.”



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Unless your services are fully described and accurately recorded in this fashion, your fees will
not be paid by NGC. You are not authorized to engage in any activity covered by the Byrd Amendment
(31 U.S.C. Section 1352), but if you do so you must clearly identify it as such in your activity
report, and the activity you describe shall be treated as a material representation of fact upon
which NGC shall rely in preparing any certifications and/or disclosures required by the Byrd
Amendment, 31 USC Section 1352. Any and all liability arising from an erroneous representation
shall be borne solely by you.




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ATTACHMENT C

CERTIFICATION



The undersigned, W. Burks Terry (“Consultant”), hereby certifies, represents and warrants the
following:





	 	1.	 	In past dealings with Northrop Grumman Corporation (“NGC”) or other clients,
Consultant has complied with all applicable laws, rules, regulations and express
policies of the United States and the State or territory in which services were
performed.

	 
	 	2.	 	In performing the services under this Agremeent, Consultant will comply with
all applicable laws, rules, regulations and express policies of the United States and
the State or territory in which services will be performed.

	 
	 	3.	 	There have been no kick-backs or other payments made, either directly or
indirectly, to any NGC director, employee or consultant or to the family of any NGC
director, employee or consultant.

	 
	 	4.	 	No kick-backs or other payments will be made, either directly or indirectly,
to any NGC director, employee or consultant or to the family of any NGC director,
employee or consultant.

	 
	 	5.	 	Consultant has not used and will not use any part of the compensation paid by
NGC to make payments, gratuities, emoluments or to confer any other benefit to an
official of any government, or any political party, or official of any political
party.

	 
	 	6.	 	No person or selling agency has been or will be employed or retained to
solicit or secure any contract, including but not limited to a United States
government contract, upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or bona fide established
commercial selling agencies maintained by the Consultant for the purpose of receiving
business.






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	 	7.	 	No classified, proprietary, source selection or procurement sensitive
information has been or will be solicited on behalf of or conveyed to NGC.

	 
	 	8.	 	Consultant has not influenced or attempted to influence and will not
influence or attempt to influence any United States government official or employee in
connection with the award, extension, continuation, renewal, amendment or modification
of a federal contract or otherwise engage in “non-exempt services” within the meaning
of the Byrd Amendment, 31 U.S.C. Section 1352.

	 
	 	9.	 	Consultant has not utilized or employed and will not utilize or employ any
third party, individual or entity, in connection with the performance of services on
behalf of NGC, except as follows: (if none, state “None”) None

	 
	 	10.	 	No business or legal conflicts of interest exist between services performed
or to be performed by Consultant on behalf of NGC and by Consultant on behalf of any
other client, the identities of which Consultant has fully disclosed to NGC.





The person whose signature appears below is authorized by Consultant to certify that the foregoing
is true and correct.



I declare under penalty of perjury that the foregoing certificate is true and correct




	 	 	 	 	 	 	 
	 

	 	Signed:
	 	/s/ W. Burks Terry
	 	Date: Feb. 3, 2010        
	 

	 	 	 	 	 	 
	 

	 	 	 	     (consultant’s name)	 	 











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ATTACHMENT D




CERTIFICATION OF DIRECTORSHIPS, EMPLOYMENT AND CLIENTS



The following is a complete list of directorships, employment and consulting clients:




I. Directorships and Employment



	 	 	 	 	 
	Name of Company

	 	 	 	Responsibilities/Duties
	 

	 	 	 	 
	 	 	 	 	 
	None	 	 	 	 





II. CLIENTS




	 	 	 	 	 
	Name of Company

	 	 	 	Services/Duties
	 

	 	 	 	 
	 	 	 	 	 
	Northrop Grumman	 	 	 	See above







	 	 	 	 	 	 	 	 	 
	 	 	Signature:	 	/s/ W. Burks Terry	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	Feb. 3, 2010
	 	 
	 

	 	 	 	 	 	 	 	 





D-1 of 1














 





ATTACHMENT E

CONFLICT OF INTEREST CERTIFICATION



Consultant does hereby certify that all contemplated work pursuant to the Agreement will not
represent a conflict of interest or violate applicable conflict of interest and “revolving door”
laws with respect to past government offices, positions and/or employment.



The identity of Consultant’s current and former offices and government positions are as follows (if
none, state “none”):




	 	 	 	 	 
	Name	 	Office	 	Inclusive Dates of Services
	 	 	 	 	 
	None
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 





	 	 	 	 	 	 	 	 	 
	 

	 	Signed:
	 	/s/ W. Burks Terry	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Date:
	 	Feb. 3, 2010