EX-10.(n)






Exhibit 10(n)




CONFIDENTIAL SEPARATION AGREEMENT

AND GENERAL RELEASE





	1.0	 	PARTIES: The parties to this Confidential Separation Agreement and General Release
(“Agreement”) are James L. Cameron (“Mr. Cameron”) and NORTHROP GRUMMAN CORPORATION (“Northrop
Grumman” or “the Company”).

	 
	2.0	 	RECITALS: This Agreement is made regarding the following facts:







	 	2.1	 	Mr. Cameron is currently an elected officer of Northrop Grumman and serves as
President of the Northrop Grumman Technical Services sector.

	 
	 	2.2	 	In connection with his separation from employment with the Company, Mr.
Cameron has been offered severance benefits under the Company’s Severance Plan for
Elected and Appointed Officers (the “Severance Plan”) and certain additional benefits
not provided for in the Severance Plan.

	 
	 	2.3	 	The Severance Plan requires that, to receive benefits under the Severance
Plan, an officer must sign a Confidential Separation Agreement and General Release.
This Agreement satisfies this requirement.

	 
	 	2.4	 	Mr. Cameron has decided to accept the Company’s offer of severance benefits
and to enter into this Agreement.







	3.0	 	CONSIDERATION: In exchange for Mr. Cameron’s promise to abide by all of the terms of
this Agreement, the Company agrees to provide Mr. Cameron the following severance benefits:







	 	3.1	 	Lump-sum Cash Severance. A payment of $1,351,875, less applicable
withholding. This amount represents the total of 1.5 times the sum of (i) Mr.
Cameron’s annual base salary of $515,000; and (ii) Mr. Cameron’s target annual bonus
of $386,250 under the Company’s annual incentive plan in which Mr. Cameron
participates. This amount will be paid to Mr. Cameron in a lump sum in accordance
with the terms of the Severance Plan.

	 
	 	3.2	 	Pro Rata Bonus for 2010. A severance payment equal to a pro rata
portion of the bonus Mr. Cameron would have received for the 2010 performance year
pursuant to the terms of the Company’s annual incentive plan in which Mr. Cameron
participates, in addition to the lump-sum cash severance





 









 






	 	 	 	payment described in Section 3.1. The bonus will be pro rated from the
beginning of the performance period (January 1) to Mr. Cameron’s Separation Date
(as defined in Section 4.0 below). For purposes of this severance payment, the
pro rata bonus will be based on the applicable annual incentive plan payout
formula, with any Individual Performance Factor (IPF) for Mr. Cameron set at
1.00. This severance payment will be paid in accordance with the terms of the
Severance Plan when annual bonuses are paid to active employees between February
15 and March 15, 2011.

	 
	 	3.3	 	Supplemental Lump-Sum Payment. A supplemental payment equal to
$1,550,000, less applicable withholding. This supplemental payment is in addition to
the payments provided for in Section 3.1 and Section 3.2. This supplemental payment
amount will be paid to Mr. Cameron in a lump sum no later than 30 days following the
Separation Date.

	 
	 	3.4	 	Medical and Dental Coverage Continuation. Mr. Cameron may elect to
continue his medical and dental coverage in effect as of the Separation Date for
eighteen months, provided he pays his portion of the cost of such coverage with
after-tax dollars. The Company will continue to pay its portion of the cost of Mr.
Cameron’s medical and dental benefits for the eighteen month continuation period in
accordance with the terms of the Severance Plan. If rates for active employees
increase during this continuation period, Mr. Cameron’s contribution will increase
proportionately. Also, if medical and dental benefits are modified or terminated for
active employees during this continuation period, Mr. Cameron’s benefits shall be
subject to this modification or termination. Mr. Cameron’s medical and dental
benefits shall be reduced to the extent Mr. Cameron is eligible for benefits or
payments for the same occurrence under another employer-sponsored plan to which Mr.
Cameron is entitled because of his employment after the Separation Date.
Notwithstanding anything to the contrary in the Severance Plan, following the
continuation period, Mr. Cameron will be eligible to receive coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) (or similar state law
coverage) at normal rates (i.e., without the Company continuing to pay any portion of
the cost) until he reaches age 55.

	 
	 	3.5	 	Other Fringe Benefits. Pursuant to the terms of the Executive
Perquisite Program for appointed officers (the “Program”), Mr. Cameron will be
reimbursed for any eligible financial planning fees incurred during 2010 (regardless
of whether such fees are incurred before or after the Separation Date) and the
immediately following year, subject to a maximum reimbursement for each





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	 	 	 	year equal to $15,000. These reimbursements are subject to the terms and
conditions of, and will be reimbursed to Mr. Cameron within the applicable time
periods specified in, the Severance Plan. In addition, Mr. Cameron will be paid
a lump sum cash payment of $77,250, less applicable withholdings, in lieu of
being provided with outplacement services. This payment shall be made at the
same time as the lump sum cash severance payment set forth in Section 3.1.
Except as provided in this Section 3.5, all perquisites shall cease as of the
Separation Date.

	 
	 	3.6	 	Equity Awards. With respect to Mr. Cameron’s Restricted
Performance Stock Rights (RPSRs) granted on February 27, 2008 and February 17, 2009,
Mr. Cameron will be entitled to pro-rata treatment of these grants as if he had met
the Retirement provisions defined in the grant certificates (and, for the avoidance
of doubt, Mr. Cameron will be treated as having been employed for the entire month in
which the Separation Date occurs). Consistent with that treatment, payout of the
pro-rata portion of these grants remains subject to the performance based conditions
of the grant, and any payout will be made in the calendar year following the calendar
year containing the last day of the Performance Period (as defined in the grant
certificates) for each respective grant, with payment generally to occur in the first
75 days of the applicable calendar year. With respect to Mr. Cameron’s stock options
granted by the Company that are outstanding and vested as of the Separation Date, Mr.
Cameron shall have the right to exercise such options until the first to occur of (i)
the fifth anniversary of the Separation Date, (ii) the expiration of the term of the
particular option, or (iii) the termination of the option in connection with a change
in control or similar event pursuant to the provisions of the plan under which such
award was granted. Except as expressly provided above in this Section 3.6, Mr.
Cameron’s outstanding equity awards will be treated in accordance with the terms of
the applicable grant certificates or award agreements, and Mr. Cameron will not be
entitled to receive any other accelerated vesting of his outstanding equity awards.

	 
	 	3.7	 	Retiree Medical Benefits. Mr. Cameron will be treated as a Vested
Participant for purposes of the Special Officer Retiree Medical Plan (“SORMP”), and
will be entitled to elect to commence benefits under the SORMP on the date he reaches
age 55. Mr. Cameron’s medical and dental benefits under the SORMP shall be reduced
to the extent Mr. Cameron is eligible for benefits or payments for the same
occurrence under another employer-sponsored plan to which Mr. Cameron is entitled
because of his employment after the Separation Date.





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	 	3.8	 	Relocation. The Company will provide for moving Mr. Cameron’s
household goods to Colorado in accordance with the terms of the Company’s relocation
plan at a cost not to exceed $50,000. This amount will not be grossed up for tax
purposes. In order to ensure compliance with Internal Revenue Code Section 409A, the
moving expenses must be incurred before November 30, 2010 and will be paid as soon as
practicable after they are incurred, but in no event later than December 31, 2010.
In addition, Mr. Cameron’s right to benefits pursuant to this Section 3.8 is not
subject to liquidation or exchange for another benefit.

	 
	 	3.9	 	Not Pension Eligible Compensation. None of the consideration or
payments made pursuant to the Severance Plan or otherwise provided for and specified
in this Agreement shall be eligible as compensation under any Company retirement,
pension or benefit plan.







	4.0	 	SEPARATION FROM EMPLOYMENT: Mr. Cameron’s employment will be terminated by the
Company effective April 30, 2010. This shall be his Separation Date.

	 
	5.0	 	COMPLETE RELEASE: In exchange for the consideration described in Section 3, Mr.
Cameron RELEASES the Company from liability for any claims, demands or causes of action
(except as described in Section 5.5). This Release applies not only to the “Company” itself,
but also to all Northrop Grumman subsidiaries, affiliates, related companies, predecessors,
successors, its or their employee benefit plans, trustees, fiduciaries and administrators, and
any and all of its and their respective past or present officers, directors, agents and
employees (“Released Parties”). For purposes of this Release, the term “Mr. Cameron” includes
not only Mr. Cameron himself, but also his heirs, spouses or former spouses, domestic partners
or former domestic partners, executors and agents. Except as described in Section 5.5, this
Release extinguishes all of Mr. Cameron’s claims, demands or causes of action, known or
unknown, against the Company and the Released Parties, based on anything occurring on or
before the date Mr. Cameron signs this Agreement.







	 	5.1	 	This Release includes, but is not limited to, claims relating to Mr.
Cameron’s employment or termination of employment by the Company and any Released
Party, any rights of continued employment, reinstatement or reemployment by the
Company and any Released Party, claims relating to or arising under Company or
Released Party dispute resolution procedures, claims for any costs or attorneys’ fees
incurred by Mr. Cameron,





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	 	 	 	and claims for severance benefits other than those listed herein. Mr. Cameron
acknowledges and agrees that payment to him of the benefits set forth in this
Agreement will fully satisfy any rights he may have for benefits under any
severance plan, program, policy, agreement or other arrangement of any of the
Released Parties.

	 
	 	5.2	 	This Release includes, but is not limited to, claims arising under the Age
Discrimination in Employment Act, the Family and Medical Leave Act, the Employee
Retirement Income Security Act, the False Claims Act, Executive Order No. 11246, the
Civil Rights Act of 1991, and 42 U.S.C. § 1981. It also includes, but is not limited
to, claims under Title VII of the Civil Rights Act of 1964, which prohibits
discrimination in employment based on race, color, religion, sex or national origin,
and retaliation; the Americans with Disabilities Act, which prohibits discrimination
in employment based on disability, and retaliation; any applicable state human rights
statutes including the Virginia Human Rights Act, which prohibits discrimination based
on race, color, religion, national origin, sex, pregnancy, childbirth or related
medical conditions, age, marital status, or disability; the Fairfax County Human
Rights Ordinance, which prohibits discrimination based on race, color, sex, religion,
national origin, marital status, age, familial status, or disability; and any other
federal, state or local laws, ordinances, regulations and common law, to the fullest
extent permitted by law.

	 
	 	5.3	 	This Release also includes, but is not limited to, any rights, claims, causes
of action, demands, damages or costs arising under or in relation to the personnel
policies or employee handbooks of the Company and any Released Party, or any oral or
written representations or statements made by the Company and any Released Party, past
and present, or any claim for wrongful discharge, breach of contract (including any
employment agreement), breach of the implied covenant of good faith and fair dealing,
intentional or negligent infliction of emotional distress, intentional or negligent
misrepresentation, or defamation.

	 
	 	5.4	 	This Release includes both known and unknown claims. Mr. Cameron agrees that
this Release includes claims he did not know or suspect to exist at the time he signed
this Agreement, and that this Release extinguishes all known and unknown claims.





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	 	5.5	 	However, this Release does not include any rights Mr. Cameron may have:
(1) to enforce this Agreement and his rights to receive the benefits described in
Section 3 of this Agreement; (2) to any indemnification rights Mr. Cameron may
have for expenses or losses incurred in the course and scope of his employment;
(3) to test the knowing and voluntary nature of this Agreement under The Older
Workers Benefit Protection Act; (4) to workers’ compensation benefits; (5) to
earned, banked or accrued but unused vacation pay; (6) to rights under minimum
wage and overtime laws; (7) to vested benefits under any qualified or
non-qualified pension or savings plan; (8) to continued benefits in accordance
with COBRA; (9) to government-provided unemployment insurance; (10) to file a
claim or charge with any government administrative agency (although Mr. Cameron
is releasing any rights he may have to recover damages or other relief in
connection with the filing of such a claim or charge); (11) to claims that cannot
lawfully be released; (12) to any rights Mr. Cameron may have for retiree medical
coverage; (13) to any rights Mr. Cameron may have with respect to his existing
equity grants under the Company’s Long Term Incentive Stock Plan; or (14) to
claims arising after the date Mr. Cameron signs this Agreement.







	6.0	 	CONFIDENTIALITY:







	 	6.1	 	Mr. Cameron agrees that he will keep the terms and fact of the Agreement
completely confidential, and that he will not disclose any specific information
regarding the terms and conditions of the Agreement to anyone other than his spouse,
domestic partner, attorney, or accountant, except as necessary to enforce the
Agreement, to comply with the law or lawful discovery, in response to a court order,
or for tax or accounting purposes.

	 
	 	6.2	 	Should Mr. Cameron choose to disclose the terms or fact of this Agreement to
his spouse, domestic partner, attorney, or accountant, Mr. Cameron agrees that he will
advise them that they will also be under an obligation to keep the terms and fact of
this Agreement completely confidential.





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	 	6.3	 	Despite this confidentiality obligation, Mr. Cameron, his legal counsel, his
spouse or domestic partner, and his accountant are permitted to: (1) disclose
the terms or the fact of this Agreement when required to do so by law, by any
court or administrative agency (including state or federal taxing authorities),
and by any tribunal of appropriate jurisdiction; and (2) provide truthful
testimony about Mr. Cameron’s employment with the Company or the Company’s
business activities to any government or regulatory agency, or in any court
proceeding.







	7.0	 	RETURN OF COMPANY PROPERTY: Mr. Cameron agrees to return any and all property and
equipment of the Company and any Released Party that he may have in his possession no later
than the Separation Date, except to the extent this Agreement explicitly provides to the
contrary.

	 
	8.0	 	FULL DISCLOSURE: Mr. Cameron acknowledges that he is not aware of, or has fully
disclosed to the Company any matters for which he was responsible or came to his attention as
an employee, which might give rise to any claim or cause of action against the Company and any
Released Party. Mr. Cameron has reported to the Company all work-related injuries, if any,
that he has suffered or sustained during his employment with the Company and any Released
Party. Mr. Cameron has properly reported all hours he worked.

	 
	9.0	 	NO UNRESOLVED CLAIMS: This Agreement has been entered into with the understanding
that there are no unresolved claims of any nature which Mr. Cameron has against the Company.
Mr. Cameron acknowledges and agrees that except as specified in Section 3, all compensation,
benefits, and other obligations due Mr. Cameron by the Company, whether by contract or by law,
have been paid or otherwise satisfied in full.

	 
	10.0	 	WITHHOLDING OF TAXES: The Company shall be entitled to withhold from any amounts
payable or pursuant to this Agreement all taxes as legally shall be required (including,
without limitation, United States federal taxes, and any other state, city or local taxes).

	 
	11.0	 	ADVICE OF COUNSEL; PERIOD FOR REVIEW AND CONSIDERATION OF AGREEMENT: The Company
encourages Mr. Cameron to seek and receive advice about this Agreement from an attorney of his
choosing. Mr. Cameron has twenty-one (21) calendar days from his initial receipt of this
Agreement to review and consider it. Mr. Cameron understands that he may use as much of this
review period as he wishes before signing this Agreement. If Mr. Cameron has executed this
Agreement before the end of such review period, he represents and agrees that he does so
voluntarily and of his own free will.





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	12.0	 	RIGHT TO REVOKE AGREEMENT: Mr. Cameron may revoke this Agreement within seven (7)
calendar days of his signature date. To do so, Mr. Cameron must deliver a written
revocation notice to Debora Catsavas, Vice President and Acting Chief Human Resources
Officer, Northrop Grumman Corporation, 1840 Century Park East, Los Angeles, CA 90067. Mr.
Cameron must deliver the notice to Ms. Catsavas no later than 4:30 p.m. PT on the seventh
calendar day after Mr. Cameron’s signature date. If Mr. Cameron revokes this Agreement, it
shall not be effective or enforceable, and Mr. Cameron will not receive the benefits
described in Section 3 of this Agreement.

	 
	13.0	 	DENIAL OF WRONGDOING: Neither party, by signing this Agreement, admits any
wrongdoing or liability to the other. Both the Company and Mr. Cameron deny any such
wrongdoing or liability.

	 
	14.0	 	COOPERATION: Mr. Cameron agrees that, for at least two (2) years following the
Separation Date, he will reasonably cooperate with the Company and any Released Party
regarding requests for assistance by serving as a witness or providing information about
matters connected with Mr. Cameron’s prior employment with the Company or any Released Party.
The Company or the Released Party requesting assistance shall reimburse Mr. Cameron for any
travel costs he incurs in connection with his cooperation, in accordance with its travel cost
reimbursement policy for active employees.

	 
	15.0	 	NON-COMPETITION: In consideration for the covenants made in this agreement by
Northrop Grumman (including, without limitation, its agreement to provide additional benefits
pursuant to Section 3 that are not included in the Severance Plan), and in deference to Mr.
Cameron’s access to, knowledge of and personal role in the development of Northrop Grumman’s
trade secrets, proprietary information and confidential marketing strategy and his service as
President of the Northrop Grumman Technical Services sector, Mr. Cameron agrees that (i) for a
period of eighteen months after his Separation Date, he will not directly or indirectly
through any other person engage in, enter the employ of, render any services to, have any
ownership interest in, nor participate in the financing, operation, management or control of
any business in the United States in competition with Northrop Grumman’s Technical Services
sector, and (ii) for a period of eighteen months after his Separation Date, he will not
directly or indirectly through any other person solicit or attempt to solicit customers,
vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or
partners of Northrop Grumman with whom Mr. Cameron came into contact, either directly or
indirectly, while employed by Northrop Grumman, for purposes of providing products or services
in competition with Northrop Grumman, and Mr. Cameron will not otherwise interfere with,
disrupt or attempt to disrupt the business relationships, contractual or otherwise, between
Northrop Grumman and





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	 	 	such business contacts. For purposes of this Section 15 and
Section 16, the terms Northrop Grumman and the Company include
Northrop Grumman and each of its subsidiaries and affiliates.
It shall not be a violation of this Section 15 for Mr. Cameron
to become the registered or beneficial owner of up to 2% of any
class of the capital stock of a corporation that is registered
under the Securities Exchange Act of 1934, as amended, provided
that Mr. Cameron does not otherwise participate in the business
of such corporation. Mr. Cameron agrees that Northrop Grumman’s
Technical Services sector and Northrop Grumman both conduct
business throughout the world. Mr. Cameron acknowledges that
for purposes of this Section 15.0, Northrop Grumman Technical
Services is a global provider of logistics, infrastructure,
training, simulation and sustainment support in three specific
areas of business: Systems Support, Training & Simulation and
Life Cycle Optimization & Engineering. Mr. Cameron acknowledges
that the restrictions set forth in this Section 15.0 are
reasonable and necessary to protect Northrop Grumman’s trade
secrets, proprietary information and confidential marketing
strategy.

	 
	16.0	 	NON-SOLICITATION AND NON-DISPARAGEMENT:







	 	16.1	 	By Mr. Cameron: In deference to Mr. Cameron’s service as President
of the Northrop Grumman Technical Services sector and the working relationships and
confidential knowledge that he has developed with Northrop Grumman managers and
professional employees, for a period of five years following the Separation Date, Mr.
Cameron shall not, directly or indirectly, through aid, assistance, or counsel, on his
own behalf or on behalf of another person or entity (i) solicit or offer to hire, or
hire, any person who is, or who was within a period of six months prior to the
Separation Date, employed by the Company in a managerial or professional position, or
(ii) by any means issue or communicate any public statement that may be critical or
disparaging of the Company, its products, services, officers, directors, or employees;
provided that the foregoing shall not apply to any truthful statements made in
compliance with legal process or governmental inquiry.

	 
	 	16.2	 	By the Company: For a period of two years following the Separation
Date, the Company shall not by any means issue or communicate any public statement
that may be critical or disparaging of Mr. Cameron, provided that the foregoing shall
not apply to truthful statements made in compliance with legal process, governmental
inquiry, or as required by legal filing or disclosure requirements.





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	17.0	 	SPECIFIC ENFORCEMENT: Mr. Cameron agrees that a breach by him of any of the
covenants in Section 15 or Section 16 would cause immediate and irreparable harm to
Northrop Grumman that would be difficult or impossible to measure, and that damages to
Northrop Grumman for any such injury would therefore be an inadequate remedy for any such
breach. Mr. Cameron further agrees that the applicable period of time that any covenant is
in effect following the Separation Date shall be extended by the same amount of time that
Mr. Cameron is in breach of the covenant. The parties agree that in the event of any
breach or threatened breach by either of them, the non-breaching party shall be entitled,
in addition to and without limiting any other remedies that may be available to it in the
circumstances, to obtain specific performance, injunctive relief and/or other appropriate
relief (without posting any bond or deposit) in order to enforce or prevent any violations
of the provisions of this Agreement.

	 
	18.0	 	SEVERABILITY: The provisions of this Agreement are severable. If any part of this
Agreement, other than Section 5, is found to be illegal or invalid and thereby unenforceable,
then the unenforceable part shall be removed, and the rest of the Agreement shall remain valid
and enforceable.

	 
	19.0	 	SOLE AND ENTIRE AGREEMENT: This Agreement, together with relevant provisions of the
Severance Plan, expresses the entire understanding between the Company and Mr. Cameron on the
matters it covers. It supersedes all prior discussions, agreements, understandings and
negotiations between the parties on these matters, except that any writing between the Company
and Mr. Cameron relating to protection of Company trade secrets or intellectual property shall
remain in effect.

	 
	20.0	 	MODIFICATION: Once this Agreement takes effect, it may not be cancelled or changed,
unless done so in a document signed by both Mr. Cameron and an authorized Company
representative.

	 
	21.0	 	GOVERNING LAW; CONSTRUCTION: This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Virginia, without regard to rules regarding conflicts
of law. Each party has cooperated in the drafting, negotiation and preparation of this
Agreement. Hence, in any construction to be made of this Agreement, the same shall not be
construed against either party on the basis of that party being the drafter of such language.





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	22.0	 	ADVICE OF COUNSEL; VOLUNTARY AGREEMENT:

	 
		 	MR. CAMERON ACKNOWLEDGES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS,
CONFER WITH COUNSEL, AND CONSIDER ALL OF THE PROVISIONS OF THIS AGREEMENT
BEFORE SIGNING IT. HE FURTHER AGREES THAT HE HAS READ THIS AGREEMENT
CAREFULLY, THAT HE UNDERSTANDS IT, AND THAT HE IS VOLUNTARILY
ENTERING INTO IT. MR. CAMERON UNDERSTANDS AND ACKNOWLEDGES THAT THIS
AGREEMENT CONTAINS HIS RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.






	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	     6 May 2010
	 	 	 	By: 	  /s/
James L. Cameron	 	 
	 

	 	 

	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	     10 May 2010
	 	 	 	By:
	  /s/  Debora L. Catsavas	 	 
	 

	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Northrop Grumman
 Corporation
	 	 
	 

	 	 	 	 	 	Title:
	 	     VP, Acting Chief HR Officer	 	 
	 

	 	 	 	 	 	 	 	 	 	 






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