Northrop Grumman Supplementary Retirement Plan



 Exhibit 10(u) 
  
 NORTHROP GRUMMAN SUPPLEMENTARY 
 RETIREMENT INCOME PLAN 
  
 Amended and Restated 
  
 Effective January 1, 2004

  
 1. Purpose. The purpose of the Northrop Grumman Supplementary
Retirement Income Plan (SRIP), as amended and restated effective January 1, 2004, is to provide supplemental retirement and death benefits to those: 
  
 (i) employees, including officers, of Northrop Grumman Space & Mission Systems Corp. and its subsidiaries (“NGSMSC”) whose benefits under
the Northrop Grumman Space & Mission Systems Corp. Salaried Pension Plan (“SPP”) have been limited by virtue of §415 of the Internal Revenue Code of 1986 (“Code”); 
  
 (ii) management and highly-compensated employees of NGSMSC whose benefits
under the SPP are limited by Code §401(a)(17); 
  
 (iii)
management and highly-compensated employees of NGSMSC whose compensation otherwise included as pensionable earnings received by such individual within the meaning of the SPP could not be so included because such compensation was deferred in
accordance with the provisions of the Northrop Grumman Space & Mission Systems Corp. Deferred Compensation Plan or the Northrop Grumman Deferred Compensation Plan (“DC Plan” or “DC Plans”); and 
  
 (iv) management and highly-compensated employees of NGSMSC whose
compensation otherwise included as “Earnings” under the SPP and service otherwise included as Benefit Service under the SPP would not be so included because of a determination by NGSMSC that such inclusion could violate the regulations
under Code §401(a)(4). 
  
 The SRIP is unfunded for tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act (“ERISA”) and is designed to provide benefits which mirror the provisions of the SPP but cannot be paid from the SPP because of certain Code limitations. 
  
 The SRIP previously was named the TRW Supplementary Retirement Income Plan. The SRIP was
amended and restated effective January 1, 2004 to change the name of the plan and to make the administration provisions consistent with the administration provisions in the order non-qualified retirement plans sponsored by Northrop Grumman
Corporation. 
  
 2. Eligibility. Employees of NGSMSC covered by the SPP and
not otherwise covered by the BDM International, Inc. Defined Contribution Supplemental Executive 








 
Retirement Plan (the “BDM DC SERP”) whose base pay and bonus paid in any year (or deferred pursuant to the DC Plan) exceed the limitations of Code
§401(a)(17) shall automatically be covered under the SRIP. All SPP participants not otherwise covered by the BDM DC SERP who are eligible to receive benefits from the SPP shall automatically receive a benefit from the SRIP if their benefit
cannot be fully provided under the SPP because of the limits under Code §415. 
  
 The foregoing notwithstanding, effective as of February 28, 2003, individuals who qualify as “TRW Automotive Participants” under the February 28, 2003 Employee Matters Agreement between Northrop Grumman
Space & Mission Systems Corp. and TRW Automotive Acquisition Corp. cease to participate in the SRIP, and the SRIP and NGSMSC cease to be liable for TRW Automotive Participants’ benefits. 
  
 3. Benefits. The amount of the benefit payable under the SRIP shall be equal to the
amount which would be payable to or in respect of a participant under the SPP if the limitations identified in §1 above were inapplicable, less the amount of the benefit payable under the SPP, taking into account such limitations. The amount of
benefit payable under the SRIP to a participant shall also be reduced to the extent that any other nonqualified plan established by NGSMSC or any other entity affiliated with NGSMSC under Code §414(b) or (c) (“Affiliate”) pays
benefits to the participant that are attributable to limits imposed upon the SPP other than those identified in §1 above. The benefit payable under the SRIP for those participants who were participants in The BDM Corporation Supplemental
Executive Retirement Plan which was merged into the SRIP (the “BDM SERP”) on the close of business on December 31, 1998 (the “Merger Effective Date”) will not be less than the benefit which had accrued under the BDM SERP as of
the Merger Effective Date for such participants. Schedule A attached hereto sets forth the relevant provisions of the BDM SERP necessary to calculate such accrued benefits. The benefit payable under the SRIP for the sole participant who was a
“Covered Executive” in the Astro Aerospace Corporation Supplemental Executive Retirement Plan (the “Astro SERP”) on the close of business on November 30, 1999 will not be less than the benefit which had accrued under the Astro
SERP as of November 30, 1999 for such participant, as determined in accordance with the terms of the Astro SERP as in effect on November 30, 1999 (a copy of which is attached hereto as Schedule B) and the benefit payable to such participant’s
spouse under the SRIP shall not be less than the benefit which would have been payable to such spouse under the terms of the Astro SERP had the participant died on November 30, 1999. 
  
 4. Payment of Benefits. 
  
 a. Except as provided below, no benefit is payable from the SRIP, even if the participant has terminated his/her employment, unless a participant has five
years of vesting service as defined under the SPP and has attained age fifty-five, provided, however, a benefit will be payable from the SRIP prior to a participant’s attainment of age fifty-five if the participant terminates his or her
employment in connection with (i) a special voluntary early retirement program offered under the SPP, the terms of which provide for eligibility prior to age fifty-five, or (ii) a special early commencement option under the SPP, the terms of which
provide for commencement of the SPP benefit before age fifty-five. 
  

 - 2 - 








 b. If a participant who has five or more years of vesting service dies before his/her benefit
commencement date under the SPP, the SRIP benefit shall be paid in the same form and shall commence at the same time as a pre-retirement survivor benefit under the SPP. 
  
 c. Except as provided in paragraph g. or as provided below, any participant in the SPP and the SRIP who is entitled to a
vested or deferred vested pension under the SPP shall have his SRIP benefit (i) commence at the same time as his benefit commencement date under the SPP and (ii) paid in the same form and with the same designated joint annuitant, if any, as his form
of payment under the SPP unless otherwise provided under the terms of any Qualified Domestic Relations Order applicable to said participant or unless otherwise determined by the Administrative Committee in its sole discretion. Any such participant
who is eligible for the special early commencement option under the SPP may petition the Administrative Committee at any time at least two months prior to his severance from service date under the SPP to change such form of payment into a single sum
or annual installments from two to ten years, or any other payment form approved by the Administrative Committee in their or its discretion. If annual installment payments are elected, interest, if any, on such installments shall be determined by
the Actuary, subject to approval by the Administrative Committee. 
  
 d. Except as provided above or in paragraph g., payment of benefits under the SRIP shall be made commencing with the January following the date the participant becomes eligible, having terminated his employment with NGSMSC and all
Affiliates, for benefits under the SPP; provided, however, that if the participant’s termination of employment is the result of a divestiture of the NGSMSC or Affiliate unit or operation where the participant worked prior to termination of
employment and the participant obtains employment with the entity that acquired such unit or operations, then the SRIP benefit shall not be payable until such participant is eligible for and receives (or commences to receive) his SPP benefit (even
if the SRIP benefit is less than $5,000). 
  
 e. Except as
provided above and in paragraph g., the automatic form of benefit payable under the Plan shall be, for an unmarried participant, a single life annuity, and, for a married participant, a 50% joint and survivor annuity, with the participant’s
eligible spouse being the survivor annuitant. Notwithstanding the above, the participant may elect, by notice to the administrator for the SRIP, at any time at least two months prior to the severance from service date under the SPP (the
“Severance from Service Date”) to change such form of payment into a single sum or annual installments from two to ten years, or any other payment form approved by the Administrative Committee in its discretion. If annual installment
payments are elected, interest, if any, on such installments shall be determined by the Actuary, subject to approval by the Administrative Committee. 
  
 f. If not rejected by the Administrative Committee at least 14 days prior to the Severance from Service Date, any election of a form of payment or benefit
commencement date other than the automatic form and commencement date shall be irrevocable. 
  

 - 3 - 








 g. If the present value of a participant’s interest in the SRIP, determined as of the later of the
participant’s age 55 or severance from service date under the SPP, is less than an amount which, if converted to a single sum equals $5,000, the benefit shall be paid out in a single sum, either at the same time as his benefit commencement date
under the SPP or at another date as determined by the Administrative Committee in its sole discretion. 
  
 h. Payments to be made pursuant to the SRIP shall be made by NGSMSC, with any appropriate reimbursement being made by subsidiaries of NGSMSC. The SRIP
shall be unfunded, and NGSMSC shall not be required to establish any special or separate fund nor to make any other segregation of assets in order to assure the payment of any amounts under the SRIP. Participants of the SRIP shall have the status of
general unsecured creditors of NGSMSC and the SRIP constitutes a mere promise by NGSMSC to make benefit payments in the future. 
  
 5. Non-Alienation of Benefits. Neither a participant nor any other person shall have any right to sell, assign, transfer, pledge, mortgage or otherwise encumber,
in advance of actual receipt, any SRIP benefit. Any such attempted assignment or transfer shall be ineffective; NGSMSC’s sole obligation under the SRIP shall be to pay benefits to the participant, his beneficiary or his estate, as appropriate.
No part of any SRIP benefit shall, prior to actual payment, be subject to the payment of any debts, judgments, alimony or separate maintenance owed by a participant or any other person; nor shall any SRIP benefit be transferable by operation of law
in the event of a participant’s or any other person’s bankruptcy or insolvency, except as required or permitted by law. 
  
 6. Committees. 
  
 a. An Administrative Committee and an Investment Committee (together, the “Committees”), each of one or more persons, shall be appointed by and
serve at the pleasure of the board of directors of NGSMSC (the “Board”). The number of members comprising the Committees shall be determined by the Board, which may from time to time vary the number of members. A member of the Committees
may resign by delivering a written notice of resignation to the Board. The Board may remove any member by delivering a certified copy of its resolution of removal to such member. Vacancies in the membership of the Committees shall be filled promptly
by the Board. 
  
 b. i. Each Committee shall act at meetings by
affirmative vote of a majority of the members of that Committee. Any determination of action of the Committees may be made or taken by a majority of a quorum present at any meeting thereof, or without a meeting, by resolution or written memorandum
signed by a majority of the members of the Committees then in office. A member of the Committees shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The Chairman or any other member or members of each
Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee of which he or she is a member. 
  

 - 4 - 








 ii. The Board shall appoint a Chairman from among the members of the Administrative Committee and a
Secretary who may or may not be a member of the Administrative Committee. The members of the Investment Committee will elect one of their members as Chairman and will appoint a Secretary and any other officers as the Investment Committee may deem
necessary. The Committees shall conduct their business according to the provisions of this Article and the rules contained in the current edition of Robert’s Rules of Order or such other rules of order the Committees may deem appropriate. The
Committees shall hold meetings from time to time in any convenient location. 
  
 c. The Administrative Committee shall enforce the SRIP in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes,
including, but not by way of limitation, the following: 
  
 i. To
construe and interpret the terms and provisions of the SRIP and make all factual determinations; 
  
 ii. To compute and certify to the amount and kind of benefits payable to participants and their beneficiaries; 
  
 iii. To maintain all records that may be necessary for the administration of
the SRIP; 
  
 iv. To provide for the disclosure of all information
and the filing or provision of all reports and statements to participants, beneficiaries or governmental agencies as shall be required by law; 
  
 v. To make and publish such rules for the regulation of the SRIP and procedures for the administration of the SRIP as are not inconsistent with the terms
hereof; 
  
 vi. To appoint a plan administrator or any other
agent, and to delegate to them such powers and duties in connection with the administration of the SRIP as the Administrative Committee may from time to time prescribe (including the power to subdelegate); 
  
 vii. To exercise powers granted the Administrative Committee under other
Sections of the SRIP; and 
  
 viii. To take all actions necessary
for the administration of the SRIP, including determining whether to hold or discontinue insurance policies purchased in connection with the SRIP. 
  
 d. The Investment Committee shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

  
 i. To oversee the rabbi trust, if any; and 
  

 - 5 - 








 ii. To appoint agents, and to delegate to them such powers and duties in connection with its duties as
the Investment Committee may from time to time prescribe (including the power to subdelegate). 
  
 e. The Administrative Committee shall have full discretion to construe and interpret the terms and provisions of the SRIP, to make factual determinations and to remedy possible inconsistencies and omissions. The
Administrative Committee’s interpretations, constructions and remedies shall be final and binding on all parties, including but not limited to the Affiliates and any participant or beneficiary. The Administrative Committee shall administer such
terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the SRIP. 
  
 f. To enable the Committees to perform their functions, the Affiliates adopting the SRIP shall supply full and timely information to the Committees on all
matters relating to the compensation of all participants, their death or other events that cause termination of their participation in the SRIP, and such other pertinent facts as the Committees may require. 
  
 g. i. The members of the Committees shall serve without compensation for
their services hereunder. 
  
 ii. Committees are authorized to
employ such accounting, consultants or legal counsel as they may deem advisable to assist in the performance of their duties hereunder. 
  
 iii. extent permitted by ERISA and applicable state law, NGSMSC shall indemnify and hold harmless the Committees and each member thereof, the Board and
any delegate of the Committees who is an employee of the Affiliates against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of
responsibilities under or incident to the SRIP, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by NGSMSC or provided by
NGSMSC under any bylaw, agreement or otherwise, as such indemnities are permitted under ERISA and state law. 
  
 7. Claims Procedure. 
  
 a. A person who believes that he or she is being denied a benefit to which he or she is entitled under the SRIP (hereinafter referred to as “Claimant”) must file a written request for such benefit with the Administrative
Committee, setting forth his or her claim. 
  
 b. Upon receipt of
a claim, the Administrative Committee shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Administrative Committee may, however, extend the reply period
for an additional ninety (90) days for special circumstances. 
  

 - 6 - 








 If the claim is denied in whole or in part, the Administrative Committee shall inform the Claimant in
writing, using language calculated to be understood by the Claimant, setting forth: (A) the specific reason or reasons for such denial; (B) specific references to pertinent provisions of the SRIP on which such denial is based; (C) a description of
any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (D) appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and (E) the time limits for requesting a review under subsection (c). 
  
 c. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the
Administrative Committee review the initial claim determination. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the
Administrative Committee. If the Claimant does not request a review within such sixty (60) day period, he or she shall be barred and estopped from challenging the initial determination. 
  
 d. Within sixty (60) days after the Administrative Committee’s receipt of a request for review, after considering all
materials presented by the Claimant, the Administrative Committee will inform the Participant in writing, in a manner calculated to be understood by the Claimant, the decision setting forth the specific reasons for the decision containing specific
references to the pertinent provisions of the SRIP on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Administrative Committee will so notify the Claimant and will render the
decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review. 
  
 e. No action may be brought in court on a claim for benefits under the SRIP after the later of: 
  
 i. Six months after the claim arose, or 
  
 ii. Six months after the decision on appeal under this Section (or six months
after the expiration of the time to take an appeal if no appeal is taken). 
  
 8. Amendment and Termination. Nothing herein shall be construed to constitute a contract between NGSMSC and the participants to continue the SRIP. The Administrative Committee may terminate the SRIP at any time and may from time to
time amend any or all of its provisions; provided, however, that, the SRIP may not, except as required by law or regulation, be amended in any way that would negatively affect SRIP participants with respect to benefits, vested or unvested, accrued
at the time of any such amendment. 
  

 - 7 - 








 9. Miscellaneous. 
  
 a. As used herein, the masculine gender shall include the feminine gender. To the extent that any term is not defined under the SRIP, it shall have the
same meaning as defined in the SPP. 
  
 b. Employment rights with
NGSMSC shall not be enlarged or affected by the existence of the SRIP. 
  
 c. In case any provision of the SRIP shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions. 
  
 d. The SRIP shall be governed by the laws of the State of Ohio to the extent not preempted by ERISA. 
  
 Executed on this 23 day of December, 2003. 
  

			
	NORTHROP GRUMMAN SPACE &
	MISSION SYSTEMS CORP.
		
	By:	 	 /s/    RICHARD A. UNDERHILL        


	 	 	Richard A. Underhill
	 	 	Northrop Grumman Corporation
	 	 	Vice President, Compensation
	 	 	And Benefits


  

 - 8 - 








 Schedule A 
  

Article 2 
  
 BENEFITS 
  
 2.1 Computation of Benefits. 
  
 a. Total Benefit Objective. Total retirement benefits from the Company, coupled with expected Social Security benefits, are designed to provide a
level of income during retirement based on the Member’s service and income while with the Company. The Benefit Objective (as determined on or prior to Normal Retirement Date) for a Member who retires on or after his/her Normal Retirement Date
with 20 or more years of Benefit Service (Benefit Service accrues to age 65), is 45% of the Member’s Average Annual Compensation for the five highest consecutive plan years of his/her employment with the Company. For Members who retire with
less than 20 years of Benefit Service, the Benefit Objective is the amount calculated above reduced by multiplying that amount by a fraction the numerator of which is the number of years of Benefit Service and the denominator of which is 20. The
Benefit Objective, as defined above, is intended to be met by unreduced retirement income (without any reductions associated with any payment option) from both the Company’s Retirement Plan and Supplemental Executive Retirement Plan plus the
unreduced Social Security Benefit (commencing as late as age 67). 
  
 b. Calculation of Benefits Under This Plan. The benefit payable under this Plan shall be equal to the Benefit Objective as stated in paragraph a. above, reduced, as applicable, by the factors and in accordance with the provisions set
forth for such purposes in the Retirement Plan, (i) for commencement prior to Normal Retirement Date, (ii) for election of a form of payment other than life only to the Member, and (iii) upon death, less the Retirement Plan Benefit and the unreduced
Social Security Benefit as stated in paragraph a. above. If the benefit payable under this plan according to the preceding sentence plus the Retirement Plan Benefit is less than the Target Benefit Amount, as hereinafter defined, the benefit payable
under this Plan shall be equal to the Target Benefit Amount less the Retirement Plan Benefit. The Target Benefit Amount shall mean $90,000, reduced, as applicable, by the factors and in accordance with the provisions set forth for such purposes in
the Retirement Plan, (i) for commencement prior to Normal Retirement Date, (ii) for election of a form of payment other than life only to the Member, and (iii) upon death. 
  
 2.2 Form of Benefit Payments. 
  
 The benefit payable to or on behalf of a Member as determined under Section 2.1 shall be paid in the same form, and to the same beneficiary, if any, as the Member’s
benefit under the Retirement Plan. 
  
 2.3 Time of Benefit Payments.

  
 Benefits due under this Plan shall be paid coincident with the payment date
of benefits under the Retirement Plan. 
  

 - 9 - 








 APPENDIX A 
  
 Schedule B 
  
 ASTRO AEROSPACE CORPORATION 
  
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 







 ASTRO AEROSPACE CORPORATION 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
  
 TABLE OF CONTENTS 
  

					
	 	  	Page


	INTRODUCTION	  	1
		
	ARTICLE I - DEFINITIONS	  	2
		
	ARTICLE II - DESIGNATION OF COVERED EXECUTIVES	  	4
		
	ARTICLE III - RETIREMENT BENEFITS	  	5
	    3.01	  	Retirement Allowance on Normal or Postponed Retirement Date	  	5
	    3.02	  	Retirement Allowance on Early Retirement Date	  	6
	    3.03	  	Payment of Retirement Allowance	  	6
	    3.04	  	Retirement Allowance Payable to Surviving Spouse of a Covered Executive	  	6
	    3.05	  	Deeming Rule	  	7
		
	ARTICLE IV - TERMINATION OF SERVICE	  	8
	    4.01	  	Termination Benefits	  	8
	    4.02	  	Early Commencement of Deferred Retirement Allowance	  	8
	    4.03	  	Applicable Provisions	  	8
		
	ARTICLE V - DEATH BENEFITS	  	9
	    5.01	  	Benefits on Covered Executive’s Death Prior to Retirement	  	9
	    5.02	  	Benefits on a Former Covered Executive’s Death Prior to Retirement	  	9
		
	ARTICLE VI - DISABILITY BENEFITS	  	11
	    6.01	  	Disabled Covered Executives	  	11
	    6.02	  	Disability Retirement	  	11
	    6.03	  	Applicable Provisions	  	12
		
	ARTICLE VII - ADMINISTRATION	  	13
		
	ARTICLE VIII - AMENDMENT OR TERMINATION OF THE PLAN	  	14
		
	ARTICLE IX - CLAIMS REVIEW PROCEDURE	  	15
	    9.01	  	Denial of Benefits	  	15
	    9.02	  	Notice	  	15
	    9.03	  	Appeals Procedure	  	15
	    9.04	  	Review	  	16

  

 i 








 ASTRO AEROSPACE CORPORATION 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
  
 TABLE OF CONTENTS 
 (Cont’d) 
  

					
	 	  	Page


	ARTICLE X - GENERAL	  	17
	    10.01	  	No Employment Rights	  	17
	    10.02	  	No Claim Against the Company	  	17
	    10.03	  	Incompetence	  	17
	    10.04	  	Nonassignability	  	17
	    10.05	  	Continuance of Payments	  	18
	    10.06	  	Notice	  	18
	    10.07	  	Gender and Number	  	18
	    10.08	  	Corporate Successors	  	18
	    10.09	  	Unclaimed Benefits	  	18
	    10.10	  	Withholding; Employment Taxes	  	19
	    10.11	  	Validity	  	19
	    10.12	  	Applicable Law	  	19

  

 ii 








 ASTRO AEROSPACE CORPORATION 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
  
 INTRODUCTION 
  
 The purpose of this Supplemental
Executive Retirement Plan (the “Plan”) is to provide a further means whereby Astro Aerospace Corporation (the “Corporation”) may afford financial security to a select group of Covered Executives of the Corporation, who render
valuable services to the Corporation, constituting an important contribution toward its continued growth and success, by providing for additional future compensation so that such employees may be retained and their productive efforts encouraged, all
as provided herein. Retirement Allowances under this Supplemental Executive Retirement Plan are in addition to benefits payable under the Astro Aerospace Corporation Employees’ Pension Plan and any other qualified retirement plan maintained by
the Corporation. 
  

 1 








 ARTICLE I 
  
 DEFINITIONS 
  

	(a)	“Administrator” means the Corporation which shall be responsible for the administration of this Plan. 

  

	(b)	“Astro Pension Plan” means the Astro Aerospace Corporation Employees’ Pension Plan, as amended from time to time. 

  

	(c)	“Affiliate” means a member of a controlled group of corporations, within the meaning of section 414(b) of the Internal Revenue Code (“Code”), which includes the
Corporation; a trade or business (whether or not incorporated) which is in common control with the Corporation as determined in accordance with section 414(c) of the Code; or any organization which is a member of an affiliated service group, within
the meaning of section 414(m) of the Code, which includes the Corporation, and any other organization required to be aggregated with the Corporation pursuant to section 414(o) of the Code. 

  

	(d)	“Corporation” means Astro Aerospace Corporation. 

  

	(e)	“Covered Executive” means a person who is a member of the Astro Pension Plan and who is designated by the board of directors of the Corporation as being eligible to
receive a Retirement Allowance. 

  

	(f)	“Covered Service” means, with respect to a Covered Executive, a number of years and completed months equal to his period of “Service” for purposes of the Astro
Pension Plan. For purposes of this Plan, “Service”, as defined under the Astro Pension Plan, shall include Service with the Corporation and its Affiliates. Covered Service shall not exceed 35 years. 

  

	(g)	“Early Retirement Date” means retirement from employment with Corporation and all Affiliates after attaining age 55 with 10 years of Covered Service.


  

	(h)	“Effective Date” means September 1, 1993. 

  

	(i)	“Final Average Earnings” shall have the meaning ascribed under the terms of the Spar Pension Plan except that it will not be subject to the compensation limitation imposed
by Internal Revenue Code Section 401(a)(17). 

  

	(j)	“Former Covered Executive” means a Covered Executive who is no longer an active Covered Executive of the Plan but who remains entitled to benefits under the Plan and is
not yet receiving a Retirement Allowance. 

  

 2 









	(k)	“Normal Retirement Date” means retirement from employment with Corporation and all Affiliates after attaining age 65. 

  

	(l)	“Postponed Retirement Date” means the actual retirement date of a Covered Executive who continues employment with the Corporation or any Affiliate beyond Normal Retirement
Date. 

  

	(m)	“Plan” means the plan to provide Retirement Allowances set forth herein and as amended from time to time, which shall be known as the Astro Aerospace Corporation
Supplemental Executive Retirement Plan. 

  

	(n)	“Plan Year” means the period January 1 to December 31. 

  

	(o)	“Retired Executive” means a Covered Executive or Former Covered Executive who has retired and is receiving a Retirement Allowance under the Plan. 


 

	(p)	“Retirement Allowance” means an amount payable to a Covered Executive, a Former Covered Executive or a Spouse under the terms of the Plan. 

  

	(q)	“Spar Pension Plan” or “Registered Plan” means the Spar Aerospace Limited Pension Plan for Executive Employees, as amended from time to time.


  

	(r)	“Spar SERP” means the Spar Aerospace Limited Supplemental Executive Retirement Plan. 

  

	(s)	“Spouse” means, with respect to a (Former) Covered Executive, that person to whom the (Former) Covered Executive is lawfully married at the relevant time.


  

	(t)	“Total and Permanent Disability” means a physical or mental condition which results in a Covered Executive being eligible to receive disability benefits under the federal
Social Security program, or under any formal program of long-term disability insurance provided by the Corporation or its Affiliates. 

  

 3 








 ARTICLE II 
  
 DESIGNATION OF COVERED EXECUTIVES 
  
 The Board of Directors of the Corporation (“Board”) shall, from time to time, in its discretion, designate as Covered Executives, for the
purposes of the Plan, individuals who are members of the Astro Pension Plan. Once an individual is designated as a Covered Executive, the Board shall notify such Covered Executive in writing of his designation and shall provide him with a copy of
the Plan. 
  

 4 








 ARTICLE III 
  
 RETIREMENT BENEFITS 
  
 3.01 Retirement Allowance on Normal or Postponed Retirement Date. A Covered Executive retiring on his Normal Retirement Date or on his Postponed
Retirement Date shall be entitled to receive a monthly Retirement Allowance equal to the excess of: 
  

	 	(a)	1/12 x 2% x the Covered Executive’s Final Average Earnings multiplied by his Covered Service; over 

  

	 	(b)	The sum of the monthly benefits payable to the Covered Executive under the Astro Pension Plan and any other qualified retirement plan to the extent such benefits are attributable to
contributions of the Corporation or its Affiliates on the Covered Executive’s behalf, excluding employee deferrals and employer matching contributions under the Astro Aerospace Corporation 401(k) Savings Plan (“401(k) Plan”).


  
 The benefits payable or benefits that would be
payable under (a) and (b) above shall be determined as follows: 
  

	 	(i)	under the Astro Pension Plan (or any other defined benefit plan of the Corporation or its Affiliates in which the Covered Executive participates or participated) assuming a straight
life annuity form of benefit; and 

  

	 	(ii)	under any defined contribution plan of the Corporation or its Affiliates in which the Covered Executive participates or participated assuming the Covered Executive’s account
balance(s) attributable to contributions by the Corporation or its Affiliates (other than elective salary deferrals, other employee contributions, employer matching contributions and earnings thereon) is paid in the form of a single life annuity
beginning on the date the payment of the Retirement Allowance commences. 

  

 5 








 When determining the amount of the Covered Executive’s benefits in any plan, any such benefits paid
out prior to the date on which the Retirement Allowance is determined (e.g., hardship withdrawals, payments pursuant to a qualified domestic relations order or other in-service withdrawal) shall be treated as if no such payment was made and shall be
included in the calculation of (a) and (b) above in accordance with Section 3.05 herein. 
  
 3.02 Retirement Allowance on Early Retirement Date. A Covered Executive who retires on an Early Retirement Date shall be entitled to receive a Retirement Allowance commencing on his Early Retirement Date calculated in
accordance with Section 3.01 provided that: 
  

	 	(a)	The amounts in Subsection 3.01(a) and 3.01(b) will be reduced to take into account the early receipt of the Retirement Allowance. The reduction will be calculated consistent with
the actuarial reduction applied to the benefit under the Astro Pension Plan; and 

  

	 	(b)	The benefits under the Astro Pension Plan and any other qualified retirement plan of the Corporation or its Affiliates will be determined according to the applicable terms of such
plan(s) at the Early Retirement Date. 

  
 3.03
Payment of Retirement Allowance. Retirement Allowances shall be paid on the first day of each month commencing after the Covered Executive’s Normal Retirement Date, Early Retirement Date or Postponed Retirement Date, as the case may be, and,
subject to Section 3.04, ceasing with the 360th monthly payment or, if earlier, the payment made coincident with or immediately preceding the death of the Covered Executive. 
  
 3.04 Retirement Allowance Payable to Surviving Spouse of a Covered Executive. If a Covered Executive who has a Spouse at the
date payment of his Retirement Allowance commences, dies after retirement but before receiving 360 monthly payments of his Retirement Allowance under the Plan, such Spouse is entitled to receive a monthly amount equal to 66 2/3% of the monthly amount paid to the Covered Executive in the month immediately preceding his date of death from the
Plan. 
  

 6 








 This monthly amount is payable to the Spouse for the balance of the 360 payments or until the death of
the Spouse, whichever occurs first. 
  
 3.05 Deeming Rule. If the
benefits payable to a Covered Executive or his Spouse under the Astro Pension Plan or any other qualified plan of the Corporation or its Affiliates are (were): 
  


	 	(i)	commuted at the election of the Covered Executive or his Spouse, or; 

  

	 	(ii)	divided pursuant to a decree, order or judgment of a competent tribunal, or a written separation agreement, relating to a division of property between the Covered Executive and his
Spouse or former Spouse in settlement of rights arising out of their marriage or other conjugal relationship, on or after the breakdown of the marriage or other relationship; 

  
 for the purposes of calculating the amount of the Covered Executive’s or the surviving
Spouse’s Retirement Allowance, the benefits payable under such plans shall be deemed to be equal to the amount of the benefit that would have been payable if such election to commute or such division of the benefits under the plans had not been
made and payment of such benefits commenced at the same time as the Retirement Allowance. 
  

 7 








 ARTICLE IV 
  
 TERMINATION OF SERVICE 
  
 4.01 Termination Benefits. A Covered Executive, who has been a member of the Astro Pension Plan for 24 continuous months and whose employment with the
Corporation and its Affiliates is terminated for any reason other than retirement or death prior to his Normal Retirement Date, shall be entitled to a Retirement Allowance commencing, subject to Section 4.02, on his Normal Retirement Date. The
Retirement Allowance shall be determined in accordance with section 3.01. 
  
 4.02 Early Commencement of Deferred Retirement Allowance. A Former Covered Executive who is entitled to a Retirement Allowance payable under the terms of Section 4.01 who has elected to receive Early Retirement
benefits under the Astro Pension Plan will commence receipt of his Retirement Allowance prior to his Normal Retirement Date coincident with the commencement of benefit payments from the Astro Pension Plan provided that he attained the age of 55 and
had ten (10) years of Covered Service on his date of termination. The Retirement Allowance payable from such date shall be reduced to take into account the early receipt of the Retirement Allowance. The reduction will be calculated consistent with
the actuarial reduction which would be applied under the Astro Pension Plan for an Early Retirement. 
  
 4.03 Applicable Provisions. The provisions of Section 3.03 and 3.04 apply to Retirement Allowances paid under Article IV, with such wording changes as may
be necessary. However, the provisions of Article V shall apply when a Former Covered Executive dies prior to commencement of his Retirement Allowance. 
  

 8 








 ARTICLE V 
  
 DEATH BENEFITS 
  
 5.01 Benefits on Covered Executive’s Death Prior to Retirement. If a Covered Executive dies prior to commencement of a Retirement Allowance, the
person who is his Spouse at the date of his death shall be entitled to a monthly amount equal to the excess of: 
  

	 	(a)	66 2/3% of the amount in Subsection 3.01(a)
of the Plan calculated at the date of the Covered Executive’s death, 

  
 less 
  

	 	(b)	an amount, if any, equal to the sum of the monthly survivor benefits from the Astro Pension Plan and any other qualified plan of the Corporation or Affiliate payable to the Spouse
in the same month. 

  
 The actual benefits under the
Astro Pension Plan and any other qualified plan of the Corporation or Affiliate will be determined according to the applicable terms of such plan(s) at the date of the Covered Executive’s death and shall not include benefits attributable to the
Covered Executive’s salary deferrals or matching contributions and earnings thereon under the 401(k) Plan. 
  
 Payment of the Spouse’s benefit will commence on the first day of the month following the Covered Executive’s date of death. 
  
 This monthly amount is payable to the Spouse for 360 monthly payments or
until the death of the Spouse, whichever occurs first. 
  
 5.02
Benefits on a Former Covered Executive’s Death Prior to Retirement. If a Former Covered Executive dies prior to commencement of a Retirement Allowance, his Spouse at the date of death shall be entitled to receive a Retirement Allowance equal to
the Retirement Allowance calculated in accordance with Section 5.01 provided that: 
  

	 	(a)	The amounts in subsection 3.01 will be reduced to take into account the early receipt of the Retirement Allowance. The reduction will be calculated consistent with the actuarial
reduction applied to the benefit under the Astro Pension Plan; and 

  

 9 









	 	(b)	The actual benefits under the Astro Pension Plan and any other qualified plan of the Corporation or Affiliate will be determined according to the applicable terms of such plan(s) at
the Former Covered Executive’s date of termination of employment with the Corporation and its Affiliates. 

  
 Payment of the Spouse’s benefit will commence on the later of (1) first day of the month following the Former Covered Executive’s date of death,
(2) the Annuity Starting Date (as defined under the Astro Pension) elected by the surviving Spouse, or (3) the first date the surviving Spouse receives payment of the death benefit under the Astro Pension Plan. 
  
 This monthly amount is payable to the Spouse for 360 monthly payments or
until the death of the Spouse, whichever occurs first. 
  

 10 








 ARTICLE VI 
  
 DISABILITY BENEFITS 
  
 6.01 Disabled Covered Executives. A Covered Executive who is receiving benefits under a long-term disability benefit plan designated by the Corporation
shall continue to be a Covered Executive. Such Covered Executive’s Covered Service shall continue to accrue during the covered disability. The Covered Executive’s Final Average Earnings while on disability shall be deemed to be equal to
the Final Average Earnings in effect immediately preceding the commencement of the disability. 
  
 If the disabled Covered Executive does not return to active employment with the Corporation or any Affiliate, he will be entitled to receive a Retirement Allowance commencing, subject to Section 6.02, on his Normal
Retirement Date calculated in accordance with Section 3.01, based on his Final Average Earnings on his date of disability and his Covered Service at his Normal Retirement Date. 
  
 6.02 Disability Retirement. A Covered Executive who, while in the employ of the Corporation or any Affiliate and, prior to
his Normal Retirement Date: 
  

	 	(1)	incurs a Total and Permanent Disability; 

  

	 	(2)	does not qualify or ceases to qualify for benefits under any salary continuance or long-term disability benefits plan designated by the Corporation, or any applicable Worker’s
Compensation legislation; and 

  

	 	(3)	retires under the Astro Pension Plan; 

  
 will be entitled to receive a Retirement Allowance coincident with the commencement of the payment of his benefit under the Astro Pension Plan. Such Retirement Allowance
shall be equal to the amount calculated in accordance with Section 3.02 based on his Final Average Earnings on his date of disability and his Covered Service at his date of retirement. 
  

 11 








 6.03 Applicable Provisions. The provisions of Sections 3.03 and 3.04 apply to Retirement Allowances paid
under Article VI, with such wording changes as may be necessary. However, the provisions of Article V shall apply when a disabled Covered Executive dies prior to commencement of his Retirement Allowance. 
  

 12 








 ARTICLE VII 
  
 ADMINISTRATION 
  
 The Corporation is the Administrator of the Plan. The Administrator shall be responsible for the general administration of the Plan and shall perform all
administrative functions and shall interpret, construe and apply the Plan provisions in accordance with its terms. The Corporation as Administrator may establish, adopt or revise rules and regulations as it deems necessary or advisable for the
administration of the Plan. The Corporation may consult with and rely upon the advice of such counsel, actuaries and other advisors as it shall see fit. 
  

 13 








 ARTICLE VIII 
  
 AMENDMENT OR TERMINATION OF THE PLAN 
  
 It is the intention of the Corporation in establishing the Plan that it should operate to the indefinite future. The Corporation does however, reserve the
sole right to terminate the Plan at any time. The Corporation further reserves the right in its sole discretion to amend the Plan in any respect; provided, however, that no such amendment that reduces the value of the benefits therefore accrued by
the Covered Executive shall be effective unless the Covered Executive consents to such amendment in writing. 
  
 In the event of termination of the Plan, the value of the benefits accrued by the Covered Executive at the time of termination will be determined assuming the Astro Pension Plan and all other qualified retirement
plans of the Corporation and it’s Affiliates are terminated at the same time. Any amendment or termination shall be made pursuant to a resolution of the Board of Directors of the Corporation and shall be effective as of the date specified in
such resolution. 
  

 14 








 ARTICLE IX 
  
 CLAIMS REVIEW PROCEDURE 
  
 9.01 Denial of Benefits. If a Retirement Allowance under the Plan is wholly or partially denied, notice of the decision shall be furnished to the Covered
or Former Covered Executive or Spouse (claimant) as the case may be by the Administrator within a reasonable period of time after such decision is reached. 
  
 9.02 Notice. Any claimant who is denied a claim for Benefits shall be furnished written notice setting forth: 
  

	 	(a)	the specific reason or reasons for the denial; 

  

	 	(b)	specific reference to the pertinent provision of the Plan upon which the denial is based; 

  

	 	(c)	a description of any additional material or information necessary for the claimant to perfect the claim; and 

  

	 	(d)	an explanation of the claim review procedure under the Plan. 

  
 9.03 Appeals Procedure. In order that a claimant may appeal a denial of a claim, the claimant or the claimant’s duly authorized representative may:

  

	 	(a)	request a review by written application to the Administrator, or its designate, no later than 60 days after receipt by the claimant of written notification of denial of a claim;


  

	 	(b)	review pertinent documents; and 

  

	 	(c)	submit issues and comments in writing. 

  

 15 








 9.04 Review. A decision on review of a denied claim shall be made not later than 60 days after receipt of
a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than 120 days after receipt of a request for review. The
decision on review shall be in writing and shall include the specific reason(s) for the decision and the specific reference(s) to the pertinent provisions of the Plan on which the decision is based. 
  

 16 








 ARTICLE X 
  
 GENERAL 
  
 10.01 No Employment Rights. Nothing herein shall constitute a contract of continuing employment or in any manner obligate the Corporation to continue the
service of a Covered Executive, or obligate a Covered Executive to continue in the service of the Corporation, and nothing herein shall be construed as fixing or regulating the compensation paid to Covered Executive. 
  
 10.02 No Claim Against the Company. Neither a Covered Executive nor any other
person shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Corporation whatsoever including, without limiting the generality of the foregoing, any specific funds or assets which the Corporation, in its
sole discretion, may set aside in anticipation of a liability hereunder. Any trust which is created in connection with this Plan or any agreement shall provide that the assets of the trust are subject to the claims of the Corporation’s general
creditors. A Covered Executive shall have only a Contractual right to the amounts, if any, payable hereunder unsecured by any asset of the Corporation. 
  
 10.03 Incompetence. If the Administrator determines that any person entitled to any payment hereunder is incompetent by reason of any physical or mental
disability, and consequently unable to give a valid receipt, the Administrator may cause any payment due to such person to be made to another person for his benefit, without responsibility on the part of the Administrator to follow the application
of such funds. Payment made pursuant to this section 10.03 shall operate as a complete discharge of the responsibility of the Administrator. 
  
 10.04 Nonassignability. Neither a Covered Executive nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgements, alimony or separate maintenance owed by a Covered Executive or any other person, nor be
transferable by operation of law in the event of a Covered Executive’s or any other person’s bankruptcy or insolvency. 
  

 17 








 10.05 Continuance of Payments. The payment of a Retirement Allowance to a Covered Executive or Former
Covered Executive, or to his surviving Spouse, is subject to satisfactory proof of the existence of a Covered Executive or Former Covered Executive, or his surviving Spouse, as the case may be, as may be required from time to time by the
Administrator. 
  
 10.06 Notice. Any notice required or permitted
to be given to the Administrator of the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of the Corporation, directed to the attention of the Administrator. Such notice shall
be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification. 
  
 10.07 Gender and Number. Wherever appropriate herein, the masculine may mean the feminine and the singular may mean the
plural or vice versa. 
  
 10.08 Corporate Successors. The Plan
shall not be automatically terminated by a transfer or sale of assets of the Corporation or the merger or consolidation of the Corporation into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate
subject to the provisions of Article VIII. 
  
 10.09 Unclaimed
Benefits. Each Covered Executive shall keep the Corporation informed of his current address and the current address of his Spouse. The Corporation shall not be obligated to search for the whereabouts of any person. If the location of a Covered
Executive is not made known to the Corporation within three (3) years after the date on which payment of the Covered Executive’s Retirement Allowance may first be made, payment may be made as though the Covered Executive had died at the end of
the three-year period. If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Covered Executive, the Corporation is able to locate any surviving Spouse of the Covered Executive,
then the Corporation shall have no further obligation to pay any benefit hereunder to such Covered Executive or surviving Spouse or any other person and such benefit shall be irrevocably forfeited. 
  

 18 








 10.10 Withholding; Employment Taxes. To the extent required by the law in effect at the time payments are
made, the Corporation shall withhold from payments made hereunder any taxes required to be withheld by the Federal or any state or local government. 
  
 10.11 Validity. In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of this Plan. 
  
 10.12 Applicable
Law. This Plan shall be governed and construed in accordance with the laws of the State of California. 
  

 19