exhibit106termsandcondit






Exhibit 10.6  HUNTINGTON INGALLS INDUSTRIES, INC.  TERMS AND CONDITIONS APPLICABLE TO  NON-EMPLOYEE DIRECTOR STOCK GRANT  UNDER THE 2022 LONG-TERM INCENTIVE STOCK PLAN ("Plan")  These Terms and Conditions ("Terms") apply to Shares of the Company's common stock granted by Huntington  Ingalls Industries, Inc. (the "Company'') to its directors who are not employed by the Company or one of its subsidiaries.  The grants are made pursuant to the terms of the Directors' Compensation Policy. The date of grant of the Shares of  common stock (the "Grant Date") and the number of shares applicable to your award are set forth 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 the Shares of common stock referred to above that is granted pursuant to the Directors' Compensation  Policy. If you are entitled to grants of such Shares of common stock, you are referred to as the "Director" with respect to  your award. Capitalized terms are generally defined in the Plan, unless defined in Section 7 below or otherwise defined  herein.  The Share award is subject to all of the terms and conditions set forth in these Terms, and is further 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 Board, as  such rules are in effect from time to time.  1. Vested Status; Payment of Shares. The Shares subject to your award shall be one hundred percent (100%) vested as of the Grant Date.  The Shares shall be paid to the Director on or after each  quarterly Grant Date under the Directors' Compensation  Policy.  2. Transferability. The award is non-transferable and shall not be subject in any manner to sale, transfer, anticipation,  alienation, assignment, pledge, encumbrance or charge.  The foregoing transfer restrictions shall not apply to: (a)  transfers to the Company; or (b) transfers pursuant to a  qualified domestic relations order ( as defined in the  Code). Notwithstanding the foregoing, the Company  may honor any transfer required pursuant to the terms of  a court order in a divorce or similar domestic relations  matter to the extent that such transfer does not adversely  affect the Company's ability to register the offer and sale  of the underlying shares on a Form S-8 Registration  Statement and such transfer is otherwise in compliance  with all applicable legal, regulatory and listing  requirements.  Upon issuance, the Shares shall not be subject to  any restrictions on transferability, other than compliance  with the ownership guidelines under the Directors'  Compensation Policy.  3. Compliance with Laws; No Stockholder Rights Prior to Issuance; Dividend Rights. 3.1 Compliance with Laws. The Company's obligation to issue any shares with respect to the award is  subject to full compliance with all then applicable  requirements oflaw, the Securities and Exchange  Commission or other regulatory agencies having  jurisdiction over the Company and its shares, and of any  exchange upon which stock of the Company may be  listed.  3.2 Rights Associated with Shares. The Director  shall have all the rights and privileges of a stockholder,  including without limitation the right to vote or receive  dividends, for any shares upon issuance.  4. Adjustments. The Shares are subject to adjustment upon the occurrence of events such as stock splits, stock dividends  and other changes in capitalization consistent with all  other issued and outstanding shares of common stock, as  specified in the Plan.  5. Tax Matters. 5.1 Tax Withholding. The Company shall be  entitled to require, as a condition of making any  payments or issuing any shares upon payment of the  Stock Units, that the Director or other person entitled to  such shares or other payment pay any sums required to  be withheld by federal, state, local or other applicable tax  law with respect to such payment. Alternatively, the  Company, in its discretion, may make such provisions  for the withholding of taxes (if any such withholding is  required) as it deems appropriate (including, without  limitation, withholding the taxes due from compensation  otherwise payable to the Director or reducing the number  of shares otherwise deliverable with respect to the award  (valued at their then Fair Market Value) by the amount  necessary to satisfy any such withholding obligations at  the flat percentage rates applicable to supplemental  wages).  5.2 Transfer Taxes. The Company will pay all  federal and state transfer taxes, if any, and other fees and