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                                                                   EXHIBIT 10.1

                             LITTON INDUSTRIES, INC.
                                PERFORMANCE-BASED
                           RESTRICTED STOCK AGREEMENT

        THIS AGREEMENT is entered into as of ________, by and between Litton
Industries, Inc., (the "Company"), and __________ (the "Participant").

        WHEREAS, the Company maintains the 1984 Long-Term Stock Incentive Plan
(the "Plan"), which is incorporated into and forms a part of this Agreement, and
the Participant has been selected by the Compensation and Selection Committee of
the Board of Directors of the Company (the "Committee") to receive a
Performance-Based Restricted Stock Award ("Award");

        WHEREAS, the Award shall be subject to the terms and conditions set
forth below and shall be contingent upon the satisfaction of certain performance
measures and continued employment with the Company by the Participant; and

        WHEREAS, in consideration of the Award and other benefits, the
Participant is willing to accept the Award provided in this Agreement and is
willing to abide by the obligations imposed under this Agreement;

        NOW, THEREFORE, in consideration of the mutual benefits hereinafter
provided, and each intending to be legally bound, the Company and the
Participant hereby agree as follows:

1.      EFFECT OF THE AGREEMENT.

                The Award shall be subject to the terms and conditions set forth
in this Agreement. The Participant shall abide by, and the Award shall be
subject to, all of the provisions of this Agreement.

2.      AWARD.

        2.1     NUMBER.

                The Company hereby grants to the Participant the right to
receive up to a total of ______ shares of Stock (the "Restricted Stock"). Unless
and until the restrictions lapse, the Restricted Stock granted under this
Agreement shall be identified as units reflected in a book account maintained by
the Company during the Performance Period



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(as described below). This Restricted Stock Award is made as of the date first
set forth above, (the "Grant Date").

        2.2     SETTLEMENT OF AWARDS.

                The Company shall deliver to the Participant one share of common
stock, par value $1, of the Company ("Stock") for each share of Restricted Stock
no longer subject to the restrictions set forth in this Agreement.

3.      VESTING OF RESTRICTED STOCK.

        3.1     VESTING REQUIREMENTS.

                Except as otherwise provided in this Agreement, all of the
Restricted Stock granted hereby shall be forfeited by the Participant upon the
termination of Service (as defined below) at any time. The Participant shall
have no rights with respect to any of the Restricted Stock that has been
forfeited, including, without limitation, any right to vote or to receive
dividends, if any. Any or all of the Restricted Stock may become free of this
risk of forfeiture by "vesting" in accordance of this Agreement. Except in the
case of death, disability, retirement, or a Change of Control of Company, all
units of Restricted Stock shall vest on the third anniversary of the Award Date
provided that the Participant is in Service of the Company on each such date and
provided the Company meets the Performance Requirements contained in Exhibit 1.
"Service" means the Participant's employment with the Company or a subsidiary of
the Company.

        3.2     PERFORMANCE PERIOD.

                The period during which the Restricted Stock is subject to
forfeiture is the Performance Period. During the Period and prior to the
satisfaction of any other restrictions prescribed under this Agreement, the
Participant may not sell, transfer, assign, pledge or otherwise encumber or
dispose of the Restricted Stock.

        3.3     DELIVERY OF STOCK AND PAYMENT THEREFOR.

                Upon the expiration of the Performance Period, the restrictions
applicable to such Restricted Stock shall lapse, and a stock certificate
representing a number of shares of the Company's Common Stock, par value $1
("stock"), equal to the number of shares of Restricted Stock for which the
restrictions have lapsed shall be delivered, subject to Section 7.2 below, free
of all the restrictions, to the Participant or his or her beneficiary or estate,
as the case may be.

        3.4     DEATH, DISABILITY, OR RETIREMENT.

                If the Participant either dies, is permanently and totally
disabled, or retires before the end of the Performance Period, provided the
Participant was in the Service of the Company or a subsidiary of the company at
the time of his death, disability, or



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retirement, the Restricted Stock shall vest at the discretion of the Committee
on a pro rata basis and shall be deliverable pursuant to Section 3.3 above to
the executors, administrators, legatees or distributees of the Participant's
estate at the completion of the Performance Period. For purpose of this
Agreement, "permanent and total disability" shall be determined under the
Company's long-term disability plan.

        3.5     VESTING IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY.

                Notwithstanding any other provision of the Agreement to the
contrary, in the event of a Change in Control any Restricted Stock outstanding
as of the date such Change in Control is determined to have occurred shall
become fully vested.

                For purposes hereof, a "Change in Control" shall mean the
happening of any of the following events:

                (i) An acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d) of the Securities Exchange Act of 1934
as amended from time to time, and any successor thereto,[the "Exchange Act"]) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 30% or more of either (1) the then outstanding shares
of the Company Common Stock (the "Outstanding Company Common Stock") or (2) the
combined voting power of the then outstanding voting securities of the Company,
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); excluding, however, the following acquisitions of
Outstanding Company Common Stock and Outstanding Company Voting Securities: (1)
any acquisition directly from the Company, (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (4)
any acquisition by any Person pursuant to a transaction which complies with
clauses (1), (2) and (3) of subsection (iii) hereof; or

                (ii) Individuals who, as of the date hereof constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individuals who becomes a member of
the Board subsequent to such effective date, whose election, or nomination for
election by the shareholders, was approved by a vote of at least a majority of
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board; but, provided further, that any
such individual whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board shall not be so considered as a member of the Incumbent Board; or

                (iii) Consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of its
assets ("Business Combination"); excluding, however, such a Business Combination
pursuant to which (1) all or substantially all of the individuals and entities
who are the beneficial owners,



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respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination own, directly
or indirectly, more than 60% of, respectively, the outstanding shares of common
stock, and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company, or all or substantially all of its assets either directly or indirectly
or through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (2) no person (other than any employee benefit plan (or related
trust) sponsored or maintained by the Company or such corporation resulting from
such Business Combination) will beneficially own, directly or indirectly, 30% or
more of, respectively, the outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
outstanding voting securities of such corporation entitled to vote generally in
the election of directors except to the extent that such ownership existed with
respect to the Company, prior to the Business Combination and (3) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or

                (iv) The approval of the shareholders thereof of a complete
liquidation or dissolution of the Company.

        3.6.    TERMINATION OF SERVICE DURING PERFORMANCE PERIOD.

                If the Participant's Service with the Company or its subsidiary
terminates during the Performance Period for any reason other than the
Participant's disability, death, or retirement, the Restricted Stock granted
under this Agreement will be forfeited on the date of such termination of
employment; provided, however, that in such circumstances, the Committee, in its
discretion, may determine that the Participant will be entitled to receive a
prorated or other portion of the Restricted Stock.

4.      DIVIDEND AND VOTING RIGHTS.

                Subject to the following provisions, the Participant shall not
have the right to vote the Restricted Stock and to receive any dividends
declared or paid thereon.

5.      REORGANIZATION.

                Restricted Stock will be subject to the same adjustment, if any,
accorded to all other outstanding shares of Stock in the event of (i) any change
in the total number of shares of Stock of the Company outstanding or the number
or kind of securities into which shares have been changed, (ii) any
reorganization or change in the Company's



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capital structure, or (iii) any other transaction or event having an effect
similar to the foregoing.

6.      REQUIREMENTS OF LAW.

                Notwithstanding any other provision of this Agreement, the
Company shall not be required to deliver any shares of Stock under this
Agreement if the delivery of the shares would constitute a violation by the
Participant or by the Company of any provision of any law or regulation of any
governmental authority, including, without limitation, any federal or state
securities laws or regulations. Notwithstanding any other provisions of this
Agreement, if at any time the Company shall determine, in its sole discretion,
that the listing, registration or qualification of any shares of Stock subject
to this Agreement upon any securities exchange or under any state or federal
law, or the consent or approval of any government regulatory body, is necessary
or desirable as a condition of, or in connection with, the deliver of shares of
Stock hereunder, the Restricted Stock shall not vest in whole or in part unless
the listing, registration, qualification, consent or approval has been effected
or obtained free of any conditions not acceptable to the Company. Specifically
in connection with the Securities Act of 1933 (as now in effect or as hereafter
amended) (the "Act"), unless a registration statement under the Act is in effect
with respect to the shares of Stock covered by this Agreement, the Company shall
not be required to deliver the shares of Stock unless the Company has received
evidence satisfactory to it that the Participant may acquire the shares of Stock
pursuant to an exemption from registration under the Act. These determinations
by the Company shall be final, binding and conclusive. Notwithstanding any other
provision of this Agreement, as to any jurisdiction that expressly imposes the
requirement that the Restricted Stock shall not vest unless and until registered
or subject to an available exemption from registration, the vesting of the
Restricted Stock (under circumstances in which the laws of the jurisdiction
apply) shall be deemed conditional upon the effectiveness of the registration or
the availability of the exemption.

7.      TAXES.

        7.1     TAX CONSEQUENCES.

                The Participant understands that the Participant (and not the
Company) shall be responsible for any federal, state, local or foreign tax
liability that may arise as a result of the transactions contemplated by this
Agreement. The Participant is relying solely on the determination of the
Participant's own tax advisors or own determinations, and not on any statements
or representations of the Company or any of its agents with regard to all such
tax matters.

        7.2     WITHHOLDING.

                The Company shall have the right to deduct from payments of any
kind otherwise due to the Participant any federal, state, or local taxes of any
kind required by law to be withheld with respect to the vesting of or other,
lapse of restrictions applicable



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to Restricted Stock. At the time of the vesting or lapse, the Participant shall
pay to the Company any amount that the Company may reasonably determine to be
necessary to satisfy the legal withholding obligation. Subject to prior approval
of the Company, the Participant may elect to satisfy these obligations, in whole
or in part, (i) by causing the Company to withhold shares of Stock otherwise
deliverable or (ii) by delivering to the Company, shares of Stock already owned
by the Participant. The shares of Stock so delivered or withheld shall have a
fair market value equal to the withholding obligations. The fair market value of
the shares of Stock used to satisfy the withholding obligation shall be
determined by the Company as of the date that the amount of tax to be withheld
is to be determined based on the average between the high and low trading price
for the Stock on such date. If the Participant makes an election pursuant to
this Section 7.2, the Participant may satisfy the tax withholding obligation
only with shares of Stock that are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.

8.      DISCLAIMER OF RIGHTS.

                No provision in this Agreement shall be construed (i) to confer
upon the Participant the right to remain in the Service of the Company or any
subsidiary or affiliate of the Company or (ii) to interfere in any way with the
right and authority of the Company, either to increase or decrease the
compensation of the Participant at any time or to terminate any employment,
service or other relationship with the Participant.

9.      HEIRS AND SUCCESSORS.

                This Agreement shall be binding upon, and inure to the benefit
of, the Company and its successors and assigns, and upon any person acquiring,
whether by merger, consolidation, purchase of assets or otherwise, all or
substantially all of the Company's assets and business. If any rights of the
Participant or benefits distributable to the Participant under this Agreement
have not been exercised or distributed, respectively, at the time of the
Participant's death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the Plan.
The "Designated Beneficiary" shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary but the Designated Beneficiary
dies before the Designated Beneficiary's exercise of all rights under this
Agreement or before the complete distribution of benefits to the Designated
Beneficiary under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.



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10.     ADMINISTRATION.

                The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.

11.     PLAN GOVERNS.

                Notwithstanding anything in this Agreement to the contrary, the
terms of this Agreement shall be subject to the terms of the Plan, a copy of
which may be obtained by the Participant from the office of the Secretary of the
Company.

12.     AMENDMENT.

                This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.

13.     INTERPRETATION OF THIS AGREEMENT.

                All determinations, decisions and interpretations made by the
Board with regard to any questions or matter arising under this Agreement or the
Plan shall be final, binding and conclusive on the Company and the Participant.

14.     GOVERNING LAW.

                This Agreement is executed pursuant to and shall be governed by
the laws of Delaware (but not including the choice of law rules thereof).

15.     SEVERABILITY.

                If any provision of this Agreement is determined to be illegal
or unenforceable by any court of law in any jurisdiction, the remaining
provisions shall be severable and enforceable in accordance with their terms,
and all provisions shall remain enforceable in any other jurisdiction.

16.     NO WAIVER.

                The failure or delay of the Company (whether on one or more
occasions) to enforce any of the provisions of this Agreement or to exercise any
right or privilege hereunder (including, without limitation, any right arising
from a breach or default by the Participant) shall not be a waiver of the
provision, right or privilege, either as to the



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specific instance(s) of the failure or delay of its enforcement or exercise or
as to its future enforcement or exercise.

17.     ENTIRE AGREEMENT.

                This Agreement and all determinations, decisions, actions and
interpretations of the Board pursuant hereto, constitutes the entire agreement
between the parties hereto with respect to the Award, and it supersedes all
prior oral or written agreements, commitments or understandings.

                IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

                                            LITTON INDUSTRIES, INC.

                                            By:
                                               ---------------------------------
                                               Jeanette M. Thomas
                                               Vice President and
                                               Secretary

                                               ---------------------------------
                                               Participant



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