exhibit102termsandcondit






Exhibit 10.2  HUNTINGTON INGALLS INDUSTRIES, INC.  TERMS AND CONDITIONS APPLICABLE TO  20_ RESTRICTED PERFORMANCE STOCK RIGHTS  GRANTED UNDER THE 2022 LONG-TERM INCENTIVE STOCK PLAN ("PLAN")  These Terms and Conditions ("Terms") apply to certain "Restricted Performance Stock Rights" ("RPSRs")  granted by Huntington Ingalls Industries, Inc. (the "Company") in 20 _. If you were granted an RPSR award by the  Company in 2021, the date of grant of your RPSR award and the target number ofRPSRs applicable to your award  are set forth in the letter from the Company announcing your RPSR award grant (your "Grant Letter") and are also  reflected in the electronic stock plan award recordkeeping system ("Stock Plan System") maintained by the  Company or its designee. These Terms apply only with respect to your 20 _ RPSR award. If you were granted an  RPSR award, you are referred to as the "Grantee" with respect to your award. Capitalized terms are generally  defined in the Plan, unless defined in Section 9 below or elsewhere defined herein.  Each RPSR represents a right to receive one Share of the Company's common stock, or cash of equivalent  value as provided herein, subject to vesting as provided herein. The performance period applicable to your award is  January I, 20_ to December 31, 20_ 4 (the "Performance Period"). The target number ofRPSRs subject to your  award is subject to adjustment as provided herein. The RPSR award is subject to all of the terms and conditions set  forth in these Terms, and is forther subject to all of the terms and conditions of the Plan, as it may be amended from  time to time, and any rules adopted by the Committee, as such rules are in effect from time to time.  1. Vesting; Payment of RPSRs. The RPSRs are subject to the vesting and  payment provisions established ( or to be established,  as the case may be) by the Committee with respect to  the Performance Period. RPSRs that vest based on  such provisions will be paid as provided below. No  fractional shares will be issued.  1.1 Performance-Based Vesting of RPSRs. At  the conclusion of the Performance Period, the  Committee shall determine whether and the extent to  which the applicable performance criteria have been  achieved for purposes of determining earnouts and  RPSR payments. Based on its determination, the  Committee shall determine the percentage of target  RPSRs subject to the award (if any) that have vested  for the Performance Period in accordance with the  earnout schedule established (or to be established, as  the case may be) by the Committee with respect to  the Performance Period (the "Earnout Percentage").  Any RPSRs subject to the award that are not vested  as of the conclusion of the Performance Period after  giving effect to the Committee's determinations  under this Section 1.1 shall terminate and become  null and void immediately following such  determinations.  1.2 Payment of RPSRs. The number of RPS Rs  payable at the conclusion of the Performance Period  ("Earned RPSRs") shall be determined by  multiplying the Earnout Percentage by the target  number ofRPSRs subject to the award. The Earned  RPSRs may be paid out in either an equivalent  number of Shares of common stock, or, in the  discretion of the Committee, in cash or in a  combination of Shares of common stock and cash.  In the event of a cash payment, the amount of the  payment for each Earned RPSR to be paid in cash  will equal the Fair Market Value of a Share of  common stock as of the date the Committee  determines the extent to which the applicable RPSR  performance criteria have been achieved. RPSRs will  be paid in the calendar year following the calendar  year containing the last day of the Performance  Period (and generally will be paid on or before March  15 of such year).  2. Early Termination of Award; Termination of Employment. 2.1 General. The RPSRs subject to the award  shall terminate and become null and void prior to the  conclusion of the Performance Period if and when (a)  the award terminates in connection with a Change in  Control pursuant to Section 5 below, or (b) except as  provided below in this Section 2 and in Section 5, the  Grantee ceases for any reason to be an employee of  the Company or one of its subsidiaries.  2.2 Termination of Employment Due to  Retirement, Death, Disability, or Layoff. The  number of RPSRs subject to the award shall vest on a  prorated basis as provided herein if the Grantee's