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Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-0844750
(State of Incorporation) (IRS Employer Identification No.)
1111 Stewart Avenue
Bethpage, Long Island, New York 11714
(Address of Principal Executive Offices)
GRUMMAN CORPORATION
Long-Term Incentive Plan
(Full title of plan)
STEVEN DELY, Secretary
GRUMMAN CORPORATION
1111 Stewart Avenue
Bethpage, Long Island, New York 11714
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(516) 575-7873
Calculation of Registration Fee
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price per offering registration
registered share * price * fee
Common Stock, 1,750,000 $64.4375 $112,765,625 $38,884.97
Par Value $1 shares
Per Share
*Estimated solely for the purpose of calculation of the registration fee,
based on the average of the high and low price on New York Stock Exchange-
- -Composite Transactions -- March 28, 1994.
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REGISTRATION STATEMENT
This registration statement is filed with respect to 1,750,000 shares of
Grumman Corporation Common Stock, Par Value $1 Per Share, issuable in
connection with the Grumman Corporation Long-Term Incentive Plan.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). The following
documents and information filed with the Commission by Grumman Corporation
(the "Company") (File No. 1-3024) are hereby incorporated herein by
reference, and shall be deemed to be a part hereof:
(i) The Company's latest Annual Report on Form 10-K, which
incorporates the Company's audited consolidated financial statements for
the Company's latest fiscal year for which such statements have been filed
and the report of the Company's independent public accountants thereon;
(ii) The Company's definitive Proxy Statement in connection with the
latest annual meeting of its stockholders, any definitive proxy or
information statements so filed in connection with any subsequent special
meeting of its stockholders, and the information statements pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 thereunder filed as Annex
I to each Schedule 14D-9 referred to in item (v) below;
(iii) The Company's current Reports on Forms 10-Q and 8-K since the
end of the fiscal year covered by the Annual Report referred to in (i)
above;
(iv) The description of the Company's Common Stock contained in the
Prospectus dated February 20, 1986 (pp. 6-8), included in Registration
Statement No. 33-3109, as supplemented by the Company's Registration
Statement on Form 8-A filed March 9, 1988 as amended by Amendment No. 1
filed on March 24, 1988, describing Rights to Purchase Series A Junior
Participating Preferred Stock; and
(v) The Company's Schedule 14D-9, Solicitation/Recommendation
Statement Pursuant to Section 14(d)(4) of the Exchange Act, filed on March
8, 1994, as amended; and the Company's Schedule 14D-9,
Solicitation/Recommendation Statement (with respect to the Tender Offer by
Northrop Corporation) Pursuant to Section 14(d)(4) of the Exchange Act,
filed on March 24, 1994, as amended.
All documents filed by the Company pursuant to Sections 13, 14 and
15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the Common Stock made hereby shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents. The
Company will provide without charge to each person entitled thereto, on
the written request of such person, a copy of any of the documents
referred to above. Written requests for such copies should be directed
to:
Office of the Secretary
Grumman Corporation
1111 Stewart Avenue
Bethpage, N.Y. 11714
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Grumman Corporation is subject to the informational requirements of
the Exchange Act and in accordance therewith files reports, proxy
statements and other information with the Commission. Information, as of
particular dates, concerning directors and officers, their remuneration,
options granted to them, the principal holders of securities of the
Company, and any material interest of any such persons in transactions
with the Company, is disclosed in proxy statements distributed to the
Company's shareholders and filed with the Commission. Items filed with
the Commission may be inspected, and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. and at the Commission's regional
offices at 500 W. Madison, Suite 1400, Chicago, Illinois 60601, and Seven
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such material also may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York and at the offices of
the Boston, Chicago, Pacific and Philadelphia Stock Exchanges.
Additional updating information with respect to the securities and
plan covered herein will be provided in the future to plan participants.
Item 5. INTEREST OF COUNSEL - LEGAL OPINION
Certain matters in connection with the Common Stock issuable in
connection with the Long-Term Incentive Plan are being passed on by T.L.
Genovese, Esq., Vice President and General Counsel of the Company. Mr.
Genovese owned beneficially 26,422 shares of Common Stock as of February
28, 1994.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 through 726 of the Business Corporation Law of the State
of New York (the "BCL"), in which the Company is incorporated, permit the
indemnification of directors or officers of a New York corporation for
reasonable expenses incurred in connection with the defense of any action
brought by or in the right of the corporation against them in their
capacity as directors or officers unless such directors or officers are
adjudged to have breached their statutory duty to the corporation or
unless the expenses are incurred in defending an action which is settled
without court approval. With respect to actions or proceedings against
directors and officers brought other than by or in the right of the
corporation, indemnification is permitted for judgments, fines and
reasonable expenses if such directors or officers acted in good faith, for
purposes reasonably believed to be in the best interest of the corporation
and, in criminal proceedings, in addition, had no reasonable cause to
believe their conduct was unlawful.
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Article VI of the Company's By-Laws provides that the Company shall
indemnify (a) any person made, or threatened to be made, a party to any
action or proceeding by reason of the fact that such person, the testator
or testatrix or the administrator or administratrix of such person, is or
was a director or officer of the Company and (b) any director or officer
of the Company who served any other company of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit
plan, or other enterprise in any capacity at the request of the Company,
in the manner and to the maximum extent permitted in Article VII of the
BCL, as amended from time to time, and the Company may by action of the
Board of Directors indemnify any or all corporate personnel of the
Company, other than directors and officers, in such manner and to such
extent as the Board of Directors in its discretion shall determine,
subject to applicable law.
Article VI of the Company's By-Laws also authorizes the Company to
enter into agreements with any of its directors, officers, employees or
other persons extending rights to indemnification to such person to the
fullest extent permitted by applicable law. Pursuant to such
authorization, the Company has entered into specific indemnification
agreements with its directors, certain officers, and certain employees who
hold fiduciary positions in respect of employee benefit plans or who serve
as directors of other entities at the Company's request. The agreements
provide for mandatory indemnification and mandatory advancement of
expenses to the fullest extent permitted by the BCL.
Section 402 of the BCL permits a corporation to include a provision in
its certificate of incorporation eliminating or limiting the personal
liability of a director to the corporation or its shareholders for damages
for any breach of duty as a director, provided that such provision shall
not limit or eliminate the liability of a director (i) for acts or
omissions, not in good faith or which involve intentional misconduct or a
knowing violation of law, (ii) for any transaction from which the director
derived an improper personal benefit, (iii) for any violation of Section
719 of the BCL, which imposes liability on directors for unlawful payment
of dividends on or purchases or redemptions of its stock, unlawful
distributions in liquidation and illegal loans to directors, or (iv) for
any act or omission that occurred prior to the adoption of the provision
authorized by Section 402 of the BCL. The Company's Certificate of
Incorporation includes a provision eliminating the liability of its
directors to the Company or its shareholders to the full extent permitted
by Section 402 of BCL.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
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Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference, and are part of this Registration Statement:
Exhibit 4 Instruments defining the rights of participating employees--
Exhibit 4(a) Grumman Corporation Long-Term Incentive
Plan
Exhibit 4(b) Certain Terms Governing Performance
Shares (relates to Performance
Share Awards under the Plan)
Exhibit 4(c) Terms and Conditions of Stock
Options Granted Pursuant to the Grumman
Corporation Long-Term Incentive Plan
(relates to Stock Option Awards under
the Plan)
Exhibit 4(d) Terms and Conditions of Restricted Stock
Granted Pursuant to the Grumman
Corporation Long-Term Incentive Plan
(relates to Restricted Stock Awards
under the Plan)
Exhibit 4(e) Form of Grant of Performance Share
Award and Stock Option Award
Exhibit 4(f) Form of Grant of Stock Option Award
Exhibit 4(g) Form of Grant of Restricted Stock Award
Exhibit 4(h) Option Exercise Form (Exercise using
cash)
Exhibit 4(i) Option Exercise Form (Exercise using
previously owned stock)
Exhibit 4(j) Option Surrender Form
Exhibit 5 Opinion of counsel as to legality of securities to be
registered, indicating they will when sold be legally
issued, fully paid and nonassessable.
Exhibit 13 Those portions, and only those portions, of Grumman
Corporation's 1993 Annual Report to security holders,
Exhibit 13 to Grumman Corporation's Form 10-K for the year
ending December 31, 1993, that are specified in said Exhibit
13 as being deemed filed with the Securities and Exchange
Commission as part of said Form 10-K, are incorporated in
this Registration Statement by this reference.
Exhibit 23(a) Consent of Arthur Andersen & Co.
Exhibit 23(b) Consent of T.L. Genovese, Esq. (included in Exhibit 5).
Exhibit 24 Powers of Attorney (including certified resolutions).
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Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof;
(C) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering;
(d) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13 (a) or section 15 (d) of the Exchange
Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 as amended (the "Act") may be
permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted against the Company by such
director, officer or controlling person in connection with
the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issues.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Bethpage, State of New York, on
this 29th day of March 1994.
GRUMMAN CORPORATION
(Registrant)
By /s/ John H. Mullan
(John H. Mullan,
Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Renso L. Caporali* Chairman of the Board, March 29, 1994
Chief Executive Officer
and Director
Robert J. Myers* President,
Chief Operating Officer
and Director
J. Robert Anderson* Vice Chairman,
Chief Financial Officer
and Director
Nat P. Busi* Vice President,
Controller and
Principal Accounting
Officer
Kenneth S. Axelson* Director
Lucy Wilson Benson* Director
Richard Dulude* Director
Victor Hao Li* Director
Charles Marshall* Director
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Signature Title Date
James F. Orr III Director
(James F. Orr III)
John T. Sargent* Director
Eddie N. Williams* Director
* By /s/ John H. Mullan
(John H. Mullan,
Attorney-in-Fact)
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INDEX TO EXHIBITS
Exhibit 4 Instruments defining the rights of participating
employees--
Exhibit 4(a) Grumman Corporation Long-Term Incentive Plan
Exhibit 4(b) Certain Terms Governing Performance Shares (relates to
Performance Share Awards under the Plan)
Exhibit 4(c) Terms and Conditions of Stock Options Granted Pursuant
to the Grumman Corporation Long-Term Incentive Plan
(relates to Stock Option Awards under the Plan)
Exhibit 4(d) Terms and Conditions of Restricted Stock Granted
Pursuant to the Grumman Corporation Long-Term Incentive
Plan (relates to Restricted Stock Awards under the
Plan)
Exhibit 4(e) Form of Grant of Performance Share Award and Stock
Option Award
Exhibit 4(f) Form of Grant of Stock Option Award
Exhibit 4(g) Form of Grant of Restricted Stock Award
Exhibit 4(h) Option Exercise Form (Exercise using cash)
Exhibit 4(i) Option Exercise Form (Exercise using previously owned
stock)
Exhibit 4(j) Option Surrender Form
Exhibit 5 Opinion of counsel as to legality of securities
to be registered, indicating they will when sold be
legally issued, fully paid and nonassessable.
Exhibit 13* Those portions, and only those portions, of
Grumman Corporation's 1993 Annual Report to security
holders, Exhibit 13 to Grumman Corporation's Form 10-K
for the year ending December 31, 1993, that are
specified in said Exhibit 13 as being deemed filed with
the Securities and Exchange Commission as part of said
Form 10-K, are incorporated in this Registration
Statement by reference.
Exhibit 23(a) Consent of Arthur Andersen & Co.
Exhibit 23(b) Consent of T.L. Genovese, Esq. (included in
Exhibit 5).
Exhibit 24 Powers of Attorney (including certified
resolutions).
*Incorporated by reference.
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EXHIBIT 4(a)
GRUMMAN CORPORATION
LONG-TERM INCENTIVE PLAN
I. Purpose
The purpose of the Grumman Corporation Long-Term Incentive Plan (the
"Plan") is to attract and retain and provide incentives to employees to
achieve pre-established performance and profitability standards of the
Company and to thereby increase overall shareholders' value.
II. Definitions
(a) "Award" includes, without limitation, stock options (including
incentive stock options under Section 422 of the Code) with a surrender
feature, performance share awards, dividend equivalent rights, stock
awards, restricted share awards, or other awards that are valued in whole
or in part by reference to, or are otherwise based on, the Corporation's
Common Stock ("other Common Stock-based awards"), all on a stand alone,
combination or tandem basis, as described in or granted under this Plan.
(b) "Award Summary" means a written summary setting forth the terms and
conditions of each Award made under this Plan.
(c) "Board" means the Board of Directors of the Corporation, excluding
any member who is an officer or employee of the Corporation or who
otherwise would not be considered a disinterested person within the meaning
of Rule 16b-3 of the Securities and Exchange Commission.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" means the Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to
time to administer this Plan.
(f) "Common Stock" means the $1.00 par value Common Stock of the
Corporation.
(g) "Corporation" means Grumman Corporation, a New York corporation.
(h) "Employee" means an employee of Grumman Corporation or a
Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
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(j) "Fair Market Value" means the average of the highest and the
lowest quoted selling price on the New York Stock Exchange Composite
Transactions Tape on the relevant valuation date or, if there were no sales
on the valuation date, on the next preceding date on which such selling
prices were recorded; provided, however, that the Committee may specify
some other definition of Fair Market Value with respect to any particular
Award.
(k) "Participant" means an Employee who has been granted an Award
under the Plan.
(l) "Plan Year" means a twelve-month period beginning with January l
of each year.
(m) "Subsidiary" means any corporation or other entity, whether
domestic or foreign, in which the Corporation has or obtains, directly or
indirectly, a proprietary interest of more than 50% by reason of stock
ownership or otherwise.
III. Eligibility
Any Employee selected by the Committee is eligible to receive an Award.
IV. Plan Administration
(a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with
respect to the participation of Employees in the Plan and, except as
otherwise required by law or this Plan, the grant terms of Awards including
vesting schedules, price, length of relevant performance, restriction or
option period, dividend rights, post-retirement and termination rights,
payment alternatives such as cash, stock, contingent awards or other means
of payment consistent with the purposes of this Plan, and such other terms
and conditions as the Board or the Committee deems appropriate.
(b) The Committee shall have authority to interpret and construe the
provisions of the Plan and the Award Summaries and make determinations
pursuant to any Plan provision or Award Summarv which shall be final and
binding on all persons. No member of the Committee shall be liable for any
action or determination made in good faith, and the members shall be
entitled to indemnification and reimbursement in the manner provided in the
Corporation's Certificate of Incorporation, as it may be amended from time
to time.
(c) The Committee may designate persons other than its members to carry
out its responsibilities under such conditions or limitations as it may
set, other than its authority with regard to Awards granted to Employees
who are officers or directors of the Corporation for purposes of Section 16
of the Exchange Act.
(d) The Committee shall have the authority at any time prior to a
Change in Control (as defined in Section XII(b)) to cancel Awards for
reasonable cause and to provide for the conditions and circumstances under
which Awards shall be forfeited.
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V. Stock Subject to the Provisions of This Plan
(a) The stock subject to the provisions of this Plan shall be shares of
authorized but unissued Common Stock and shares of Common Stock held as
treasury stock. Subject to adjustment in accordance with the provisions of
Section X, and subject to Section V(c) below, the total number of shares of
Common Stock available for grants of Awards shall not exceed 1,750,000.
(b) Any shares ceasing to be subject to an option because of the
surrender of such option in lieu of exercise shall become again available
for award under the Plan. The grant of a performance or restricted share
Award shall be deemed to be equal to the maximum number of shares which may
be issued under the Award. Awards payable in cash will not reduce the
number of shares available for Awards granted under the Plan.
(c) There shall be carried forward and be available for Awards under
the Plan, in addition to shares available for grant under paragraph (a) of
this Section V, all of the following: (i) any unused portion of the limit
set forth in paragraph (a) of this Section V; (ii) shares represented by
Awards which are cancelled, forfeited, surrendered, terminated, paid in
cash or expire unexercised; and (iii) the excess amount of variable Awards
which become fixed at less than their maximum limitations.
VI. Awards Under This Plan
As the Board or Committee may determine, the following types of Awards
and other Common Stock-based Awards may be granted under this Plan on a
stand alone, combination or tandem basis:
(a) Stock Option. A right to buy a specified number of shares of
Common Stock at a fixed exercise price during a specified time, all as the
Committee may determine; provided that the exercise price of any option
shall not be less than 100% of the Fair Market Value of the Common Stock on
the date of grant of the Award.
(b) Incentive Stock Option. An Award in the form of a stock option
which shall comply with the requirements of Section 422 of the Code or any
successor Section as it may be amended from time to time. Subject to
adjustment in accordance with the provisions of Section X, the aggregate
number of shares which may be subject to incentive stock option Awards
under this Plan shall not exceed 1,000,000 shares, subject to Section V
above. To the extent that Section 422 of the Code requires certain
provisions to be set forth in a written plan, said provisions are
incorporated herein by this reference.
(c) Option Surrender Right. A right contained in the grant of a stock
option or incentive stock options to receive the excess of the Fair Market
Value of a share of Common Stock on the date the option is surrendered over
the option exercise price contained in the grant letter.
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(d) Restricted and Performance Shares. A transfer of Common Stock to a
Participant, subject to such restrictions on transfer or other incidents of
ownership, or subject to specified performance standards, for such periods
of time as the Committee may determine. Subject to adjustment in
accordance with the provisions of Section X, the aggregate number of shares
which may be granted as restricted stock Awards under this Plan shall not
exceed 250,000, subject to Section V above.
(e) Dividend or Equivalent. A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award. Dividend equivalents
credited in the form of Common Stock shall be subject to tax withholding by
deducting therefrom that number of shares the Fair Market Value of which
equals the amount required to be withheld. Shares of Common Stock to be
withheld for tax withholding purposes may be either at the required minimum
or maximum combined statutory tax rate, plus FICA taxes, if required.
However, any participant who is subject to the reporting provisions of
Section 16(a) of the Securities Exchange Act of 1934, as amended, shall
have such withholdings at the maximum combined statutory tax rate, plus
FICA taxes, if required.
(f) Stock Award. An unrestricted transfer of ownership of Common
Stock which may only be made to Employees other than Employees who are
officers or directors of the Corporation for purposes of Section 16 of the
Exchange Act.
(g) Other Stock-Based Awards. Other Common Stock-based Awards which
are related to or serve a similar function to those Awards set forth in
this Section VI.
VII. Award Summaries and Agreement
Each Award under the Plan shall be evidenced by an Award Summary and
Agreement. Delivery of an Award Summary and Agreement to each Participant
shall constitute an agreement, subject to Section IV(d) and Section IX
hereof, between the Corporation and the Participant as to the terms and
conditions of the Award.
VIII. Other Terms and Conditions
(a) Assignability. No Award shall be assignable or transferable
except by will, by the laws of descent and distribution or pursuant to a
quafified domestic relations order as defined by the Code, and during the
lifetime of a Participant, the Award shall be exercisable only by such
Participant or such Participant's guardian, legal representative or
assignee pursuant to a qualified domestic relations order.
(b) Termination of Employment. The Committee shall determine the
disposition of the grant of each Award in the event of the retirement,
disability, death or other termination of a Participant's employment.
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(c) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant or his nominee, guardian or legal representative is the holder
of record. No adjustment will be made for dividends or other rights for
which the record date is prior to such date.
(d) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.
(e) Payments by Participants. The Committee may determine that Awards
for which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order
of the Corporation, by money transfers or direct account debits; (ii)
through the delivery or deemed delivery based on attestation to the
ownership of shares of Common Stock with a Fair Market Value equal to the
total payment due from the Participant; (iii) by a combination of the
methods described in (i) and (ii) above; or (iv) by such other methods as
the Committee may deem appropriate.
(f) Withholding. Except as otherwise provided by the Committee, (i)
the deduction of withholding and any other taxes required by law will be
made from all amounts paid in cash and (ii) in the case of payments of
Awards in shares of Common Stock, the Participant shall be required to pay
the amount of any taxes required to be withheld, prior to receipt of such
stock, with that number of shares the Fair Market Value of which equals the
amount required to be withheld. Shares of Common Stock to be withheld for
tax withholding purposes may be either at the required minimum or maximum
combined statutory tax rate, plus FICA taxes, if required. However, any
Participant who is subject to the reporting provisions of Section 16(a) of
the Securities Exchange Act of 1934, as amended, shall have such
withholdings at the maximum combined statutory tax rate, plus FICA taxes,
if required.
(g) Restrictions on Sale and Exercise. With respect to Employees who
are officers and directors for purposes of Section 16 of the Exchange Act,
and if required to comply with rules promulgated thereunder, (i) no Award
providing for exercise, a vesting period, a restriction period or the
attainment of performance standards shall permit unrestricted ownership of
Common Stock by the Participant for at least six months from the date of
grant, and (ii) Common Stock acquired pursuant to this Plan (other than
Common Stock acquired as a result of the granting of a "derivative
security") may not be sold for at least six months after acquisition.
IX. Amendments
The Board may alter, amend, suspend or discontinue the Plan or at any
time prior to a Change of Control (as defined in Section XII(b)) alter or
amend any or all Award Summaries granted under the Plan to the extent
permitted by law. Any such action of the Board may be taken without the
approval of the Corporation's stockholders, but only to the extent that
such stockholder approval is not required by applicable law or regulation,
including specifically Rule 16b-3 of the Securities and Exchange
Commission.
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X. Recapitalization
The aggregate number of shares of Common Stock as to which Awards may
be granted to Participants, the number of shares thereof covered by each
outstanding Award, and the price per share thereof in each such Award,
shall all be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a subdivision or
consolidation of shares or other capital adjustment, or the payment of a
stock dividend or other increase or decrease in such shares, effected
without receipt of consideration by the Corporation, or other change in
corporate or capital structure; provided, however, that any fractional
shares resulting from any such adjustment shall be eliminated. The
Committee may also make the foregoing changes and any other changes,
including changes in the classes of securities available, to the extent it
is deemed necessary or desirable to preserve the intended benefits of the
Plan for the Corporation and the Participants in the event of any other
reorganization, recapitalization, merger, consolidation, spin-off,
extraordinary dividend or other distribution or similar transaction.
XI. No Right to Employment
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right
to be retained in the employ of the Corporation or a Subsidiary. Further,
the Corporation and each Subsidiary expressly reserve the right at any time
to dismiss a Participant free from any liability, or any claim under the
Plan, except as provided herein or in any Award Summary issued hereunder.
XII. Change of Control
(a) Notwithstanding anything contained in this Plan or any Award
Summary and Agreement to the contrary, in the event of a Change in Control,
as defined below, the following shall occur with respect to any and all
Awards outstanding as of such Change in Control:
(i) automatic maximization of perfomance standards, lapse of all
restrictions and acceleration of any time periods relating to the
exercise, realization or vesting of such Awards so that such Awards may
be immediately exercised, realized or vested in full on or before the
relevant date fixed in the Award Summary and Agreement;
(ii) performance shares shall be paid entirely in cash;
(iii) upon exercise of a stock option or an incentive stock option
(collectively an "Option") during the 60-day period from and after the
date of a Change in Control, the Participant exercising the Option may
in lieu of the receipt of Common Stock upon the exercise of the Option,
elect by written notice to the Corporation to receive an amount in cash
equal to the excess of the aggregate value (as defined below) of the
shares of Common Stock covered by the Option or portion thereof
surrendered determined on the date the Option is exercised, over the
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<PAGE>15
aggregate exercise price of the Option (such excess is referred to
herein as the "Aggregate Spread"); provided, however, and
notwithstanding any other provision of the Plan, if the end of such
60-day period from and after the date of a Change in Control is within
six months of the date of grant of an Option held by a Participant who
is an officer or director of the Corporation (within the meaning of
Section 16(b) of the Exchange Act), such Option shall be cancelled in
exchange for a cash payment to the Participant equal to the Aggregate
Spread on the day which is six months and one day after the date of
grant of such Option. As used in this Section XII(a)(iii) the term
"Value" means the higher of (i) the highest Fair Market Value during
the 60-day period from and after the date of a Change in Control and
(ii) if the Change in Control is the result of a transaction or series
of transactions described in paragraphs (i) or (iii) of the definition
of Change in Control set forth in Section XII(b), the highest price per
share of the Common Stock paid in such transaction or series of
transactions (which in the case of paragraph (i) shall be the highest
price per share of the Common Stock as reflected in a Schedule 13D by
the person having made the acquisition);
(iv) if a Participant's employment terminates for any reason other
than retirement or death following a Change in Control, any Options
held by the Participant may be exercised by the Participant until the
earlier of three months after such termination of employment or the
expiration date of such Options; and
(v) all Awards become non-cancellable.
(b) A "Change in Control" of the Corporation shall be deemed to have
occurred upon the happening of any of the following events:
(i) the acquisition, other than from the Corporation, by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
more of either the then outstanding shares of Common Stock of the
Corporation or the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the
election of directors, but excluding, for this purpose, any such
acquisition by the Corporation or any of its Subsidiaries, or any
employee benefit plan (or related trust) of the Corporation or its
Subsidiaries.
(ii) individuals who, as of the date hereof, constitute the board
(as of the date hereof the "Incumbent Board") cease for any reason to
constitute at least a majority of the board, provided that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Corporation's shareholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to
the election of the directors of the Corporation (as such terms are
used in Rule 14a-ll of Regulation 14A promulgated under the Exchange
Act); or
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<PAGE>16
(iii) approval by the stockholders of the Corporation of a
reorganization, merger or consolidation of the Corporation, in each
case, with respect to which all or substantially all of the individuals
and entities who were the respective beneficial owners of the Common
Stock and voting securities of the Corporation immediately prior to
such reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50% of, respectively, the then 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
reorganization, merger or consolidation, or a complete liquidation or
dissolution of the Corporation or of the sale or other disposition of
all or substantially all of the assets of the Corporation.
XIII. Governing Law
To the extent that federal laws do not otherwise control, the Plan
shall be construed in accordance with and governed by the laws of the State
of New York.
XIV. Supplemental Plans
The Board shall have the authority to adopt plans, supplemental to this
Plan, covering Employees residing outside the United States.
XV. Savings Clause
This Plan is intended to comply in all aspects with applicable laws and
regulations, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and Exchange Commission. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law and regulation (including Rule 16b-3), the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and the invalid, illegal or
unenforceable provision shall be deemed null and void; however, to the
extent permissible by law, any provision which could be deemed null and
void shall first be construed, interpreted or revised retroactively to
permit this Plan to be construed in compliance with all applicable laws
(including Rule 16b-3) so as to foster the intent of this Plan.
XVI. Effective Date and Term
The effective date of this Plan is January 1, 1992, subject to its
approval by the stockholders of the Corporation at the annual meeting to be
held on April 16, 1992, or any adjournment thereof. The Plan shall remain
in effect until terminated by the Board.
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<PAGE>17
EXHIBIT 4(b)
CERTAIN TERMS GOVERNING PERFORMANCE SHARES
With respect to Performance Shares granted pursuant to the Long-Term
Incentive Plan, upon the termination of employment of an award recipient
due to his death, permanent or total disability, retirement at age 65, or
later, or termination by the Company other than for cause (each, a
"Termination") at least six months after the award but prior to the end
of the measuring period and delivery of shares, the Committee may, upon
the recommendation of management, exercise its authority to determine the
present value of the award of Performance Shares as of the date of such
Termination, such value to be based upon assumptions set by management and
approved by the Committee, which may include the performance criteria set
for the award or such other criteria as may be appropriate under the
circumstances and pay such award in cash, shares or any combination
thereof. In the absence of any such determination by the Committee, such
recipient or such recipient's estate or designated beneficiary shall be
entitled to receive a prorated portion of such award or awards, such
pro-ration to occur at the end of the measuring period and take into
account only the period prior to the recipient's Termination. If there is
a Termination within six months of the award, or if an award recipient
voluntarily terminates his employment or is terminated by the Company for
cause prior to the end of the measuring period and delivery of shares,
awards of Performance Shares shall be forfeited.
<PAGE>18
EXHIBIT 4(c)
TERMS AND CONDITIONS OF STOCK OPTIONS
GRANTED PURSUANT TO THE GRUMMAN CORPORATION
LONG-TERM INCENTIVE PLAN
I. Purpose
These terms and conditions govern options granted under the Long-Term
Incentive Plan (hereinafter referred to as "the Plan") and provide for and
govern the granting of Common Stock options as a means of (a) assisting the
Company and its subsidiaries to attract and retain the services of persons
who can be expected to make major contributions to their longer term
success; (b) furnishing extra incentive to such persons; and (c)
encouraging such persons to identify their interests more closely with
those of the Company's shareholders for a substantial time period.
II. Administration of the Plan
The Plan shall be administered by the Compensation Committee of the
Board of Directors (hereinafter referred to as "the Committee"). The
Committee shall consist of three or more directors, each of whom shall be
ineligible to receive options under the Plan while serving on the
Committee. A majority of the members of the Committee in office, but not
less than two members, shall constitute a quorum for the transaction of
business at any meeting, and the acts of a majority of the members present
at any meeting at which a quorum is present shall be the acts of the
Committee.
Subject to the express provisions of the Plan, the Committee may from
time to time grant options under the Plan on behalf of the Company. The
date of grant of an option shall be the date that it is approved by the
Committee.
The Committee shall have authority to adopt, change and revoke rules
and forms for the administration of the Plan, to correct defects in any
option agreement, and to interpret the Plan, the rules thereunder and all
options. Its determinations shall be conclusive and binding upon all
interested parties.
III. Stock Available for Options
The number of shares of Common Stock which may be subject to options
awarded under the Plan shall be limited by the provisions of Sections V and
VI of the Plan, and shall be subject to adjustment in accordance with
Section X of the Plan. For the purpose of such limitation, any option
which terminates without having been fully exercised shall be deemed to
have covered only the shares actually purchased thereunder.
The shares of Common Stock delivered upon the exercise of any option
may be authorized and unissued shares or, when authorized by the Board of
Directors or by the Committee, issued shares held in the Company's
treasury.
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<PAGE>19
IV. Eligibility for Options
(a) Options may be granted under the Plan to employees of the
Company and its subsidiaries (other than members of the
Committee) whose services are considered to be of major
importance to the success of the Company or a subsidiary,
including salaried officers but not including directors as such;
and any such eligible employee may receive more than one option.
The Committee shall be the sole judge of which employees are
qualified to receive options.
Anything in the preceding paragraph to the contrary
notwithstanding, with respect to options granted under the Plan
that are designated as "Incentive Stock Options" the aggregate
fair market value (determined at the time the option is granted)
of the stock with respect to which incentive stock options are
exercisable for the first time by the recipient during any
calendar year (under all such plans of the Company and its
subsidiaries) shall not exceed $100,000.
(b) The aggregate fair market value (determined at the time an
option is granted) of stock for which stock options designated
"Incentive Stock Options" are exercisable for the first time
under the terms of a plan by an employee during any calendar year
(under all plans of an individual's employer corporation and its
parent and subsidiary corporations) is limited to $100,000, but
the value of stock for which options may be granted to an
employee in a given year may exceed $100,000.
V. Time Limit for Option Grants
No option shall be granted under the Plan after December 19, 2001.
VI. Terms and Conditions of Options
Options granted under the Plan shall conform to the following
requirements:
(a) The option price of each share of Common Stock covered by an
option shall be not less than the fair market value of a share of
Common Stock on the date that the option was granted, as
determined by the Committee;
(b) Each option granted to employees under this Plan shall be
exercisable on such date or dates and during such period and for
such number of shares as the Committee shall determine; provided,
however, that in any event no option shall be exercisable after
the expiration of ten years from the date of its grant.
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<PAGE>20
(c) Each exercise of an option shall be accompanied by either
(i) full payment in cash of the option price of the shares of
Grumman Corporation Common Stock being acquired, or (ii) delivery
to Grumman Corporation of only so many shares of Grumman
Corporation Common Stock valued at the closing price on the New
York Stock Exchange on the date of exercise of the option as
necessary to equal the option price of the shares of Grumman
Corporation Common Stock being acquired pursuant to such option
exercise.
(d) An option shall not be transferable by its recipient
otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order and shall be
exercisable during his lifetime only by him or his guardian,
legal representative or assignee pursuant to a qualified domestic
relations order.
The enumeration of the foregoing requirements shall not be deemed to
bar the Committee from establishing option terms and conditions other than
those governed by such requirements. Except as otherwise required by this
Article or by any action of the Committee, an option shall be exercisable
in whole, at any time, or in part, from time to time, until it terminates.
VII. Surrender of Options
Company management may, at its discretion and under such terms and
conditions as it deems appropriate, accept the surrender by an optionee of
a right to exercise an option, or some portion thereof, to purchase shares
of Common Stock granted under such option and authorize a payment in
consideration therefor of an amount equal to the difference obtained by
subtracting the option price for such shares from their fair market value
on the date of such surrender, such payment to be in the nearest whole
number of shares of the Common Stock of the Company valued at fair market
value on the date of such surrender, provided that the Committee determines
that such settlement is consistent with the purposes of the Plan set down
in Article I hereof.
VIII. Termination of Options; Death of Option Recipient
In addition to termination upon exercise or surrender, each option
granted under the Plan shall be exercisable and shall terminate as follows:
Upon an award recipient's employment termination due to his or her
death, permanent or total disability or retirement at age 65, or later, all
options previously awarded to such recipient shall become immediately
exercisable, if not then exercisable, and such options shall be forfeited
at the end of the stated term of the option or, if earlier, at the
following times: (a) for termination of employment caused by death, three
years after death; (b) for termination of employment caused by permanent or
total disability, one year after such disability; or (c) for termination of
employment due to retirement at normal retirement age 65, or later, the end
of the period, after such retirement, equal in duration to the period
between the date of grant of the option and the date of retirement.
<PAGE>21
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Options held by an award recipient whose employment is terminated by the
Company other than for cause shall be forfeited (x) if the options are
exercisable at the date of termination, one year after termination; or (y)
if the options are not exercisable at the date of termination, one year
after such options become exercisable by their terms. Options held by an
award recipient whose employment is terminated by the Company for cause or
who voluntarily terminates his employment shall be forfeited upon such
termination. Notwithstanding the above provisions, if after termination of
employment due to permanent or total disability, retirement at normal
retirement age 65, or later, or termination by the Company other than for
cause, any option recipient shall die, such option shall become immediately
exercisable (if not already exercisable) and shall remain exercisable until
the later of (i) one year after the date of his death or (ii) if
applicable, the expiration of the time periods set down in (b), (c), (x) or
(y) above but, in no event, shall such option be exercisable at a time more
than ten years after such option is granted. An option exercisable after
the death of an option recipient may be exercised by his estate or the
person or persons to whom his option is transferred by will or by the laws
of descent and distribution, or by a beneficiary or beneficiaries
designated in writing on an appropriate form provided by the Company.
IX. Adjustments for Corporate Changes
In the event of any change in the number of outstanding shares of
Common Stock by reason of a stock dividend on the Common Stock, stock
split-up or so-called reverse stock split, the number of shares of Common
Stock then available for grant of options, and the number of shares of
Common Stock then purchasable under each outstanding option, shall be
increased or decreased proportionately and the option price of the shares
purchasable under each option shall be appropriately adjusted so that the
cost of exercising the option in full shall remain the same.
In the event of any other corporate action affecting the outstanding
shares of Common Stock (such corporate action including, but not being
limited to, a re-capitalization, merger, consolidation, so-called spin-off
or dividend in partial liquidation), the Board of Directors may in its
discretion make such adjustments as it deems equitable in the number and
kind of securities available for the grant of options and in the number,
kind and price of the securities purchasable under any outstanding option.
The foregoing notwithstanding, no fractional share of Common Stock
shall become purchasable under any option granted under the Plan.
X. Meaning of "Subsidiary"
For the purpose of these Terms and Conditions, a "subsidiary" of the
Company shall mean any corporation or other entity, whether domestic or
foreign, in which the Company has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or
otherwise.
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<PAGE>22
XI. Amendment and Termination of Plan
The Board of Directors may terminate the Plan at any time or amend it
from time to time, except that shareholder approval shall be required of
any amendment, other than an amendment authorized by Article IX, which
increases the number of shares of Common Stock available for the grant of
options, reduces the minimum permissible option price or extends the period
during which options may be granted. No amendment or termination of the
Plan shall nullify or otherwise change any outstanding option without the
consent of the holder thereof.
XII. Plan Controls
In the event of any conflict between these Terms and Conditions and
the provisions of the Plan, the provisions of the Plan shall control.
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<PAGE>23
EXHIBIT 4(d)
TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTED
PURSUANT TO THE GRUMMAN CORPORATION
LONG-TERM INCENTIVE PLAN
1. PURPOSES
These terms and conditions govern awards of restricted stock granted
under the Long-Term Incentive Plan (hereinafter referred to as "the Plan"),
and provide for and govern the granting of such awards as a means of: (a)
attracting and retaining personnel possessing outstanding ability; and (b)
furthering the identity of interests of Plan participants with those of the
Company's shareholders through stock ownership opportunities.
2. DEFINITIONS
Whenever used herein, each of the following terms shall have the
meaning set forth opposite said term:
(a) "Company" shall mean Grumman Corporation and its
subsidiaries.
(b) "Board" shall mean the Board of Directors of Grumman
Corporation.
(c) "Committee" shall mean the Compensation Committee of the
Board.
(d) "Award" shall mean an award of Restricted Stock granted
under the provisions of the Plan.
(e) "Participant" shall mean any employee who is selected by the
Committee to participate in the Plan.
(f) "Stock" shall mean the $1.00 par value Common Stock of
Grumman Corporation.
(g) "Restricted Stock" shall mean any shares of Stock
contingently awarded to a Participant under the Plan subject to
the restrictions set forth in Section 6 hereof.
(h) "Restricted Period" shall mean, with respect to any Award,
the period or periods of time selected by the Committee, pursuant
to Section 8 hereof, during which the restrictions set forth in
Section 6 shall remain in effect with respect to the shares of
Restricted Stock comprising such Award.
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<PAGE>24
3. SHARES OF RESTRICTED STOCK SUBJECT TO THE PLAN
Subject to adjustment in accordance with Section X of the Plan, the
aggregate number of shares which may be granted as Restricted Stock Awards
under the Plan shall not exceed 250,000 shares, subject to Section V of the
Plan. Any shares of Restricted Stock which have been awarded under the
Plan, but are later forfeited to the Company, may again be made subject to
Awards under the Plan.
The shares which may be granted as Restricted Stock Awards under the
Plan may be authorized but unissued shares or shares acquired by the
Corporation and held in its Treasury, as the Committee may from time to
time determine.
4. ADMINISTRATION; GRANT OF RESTRICTED STOCK AWARDS
(a) The Plan shall be administered by the Committee. The
Committee shall from time to time, in its discretion, select
employees of the Company who are to receive Awards, determine the
number of shares of Restricted Stock comprising such Awards, and
establish the applicable terms and conditions of each such Award.
No employee shall have any right to be selected for an
Award, and any employee selected by the Committee for an Award at
any time, or during any period, shall not, by virtue of such
Award, have the right to be selected for an Award at any other
time or during any other period.
(b) The Committee shall have authority to adopt, change and
revoke rules and forms for the administration of the Plan, to
correct defects in any agreement covering an Award, and to
interpret the Plan, the rules thereunder, and all Awards. Its
determinations shall be conclusive and binding upon all
interested parties.
5. AWARD AGREEMENTS
Each Award of Restricted Stock shall be evidenced by an Award Summary
and Agreement, in accordance with Section VII of the Plan. Any such Award
Summary and Agreement shall contain such terms and conditions as the
Committee may in its sole discretion deem appropriate.
6. RESTRICTIONS
Stock issued or transferred to a grantee of a Restricted Stock Award
shall be subject to the following restrictions:
(a) None of the Restricted Stock comprising such Award may be
sold, assigned, transferred, pledged or otherwise encumbered,
except as provided, during the Restricted Period established for
such Award;
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<PAGE>25
(b) All of the Restricted Stock shall be forfeited and shall be
returned to the Company and all rights of the grantee to such
Restricted Stock shall terminate without any payment or consideration
by the Company, unless the grantee remains in the continuous
employment of the Company for such period as the Committee shall
designate pursuant to Section 8.
7. RIGHTS AS A SHAREHOLDER
Except as provided in Section 6, a Participant receiving an Award of
Restricted Stock shall have all of the rights of a shareholder with respect
to such Restricted Stock, including but not limited to, the right to
receive all dividends paid on such shares of Restricted Stock and the right
to vote such shares of Restricted Stock.
8. RESTRICTED PERIOD
The restrictions set forth in Section 6 shall lapse at such time or
times as the Committee, in its sole discretion, shall designate at the time
of grant of the Restricted Stock Award. The restrictions set forth in
Section 6 shall lapse at the end of the applicable restricted period or
periods or upon the earlier occurrence of an event described in Sections 9
or 10. Upon the lapse of restrictions there shall be deducted and withheld
that number of shares the Fair Market Value of which equals the amount
required to be withheld for tax withholding purposes, in accordance with
Section VIII(f) of the Plan. Shares of Common Stock to be withheld for tax
withholding purposes may be either at the required minimum or maximum
combined statutory tax rate, plus FICA taxes, if required. However, any
Participant who is subject to the reporting provisions of Section 16(a) of
the Securities Exchange Act of 1934, as amended, shall have such
withholdings at the maximum combined statutory tax rate, plus FICA taxes,
if required.
9. LAPSE OF RESTRICTIONS ON DEATH, TOTAL DISABILITY,
OR RETIREMENT
In the event that the employment of a Participant who receives an
Award is terminated prior to the lapse of the restrictions on his
Restricted Stock by reason of death, total disability, or retirement at
normal age 65, or later, the restrictions on the Award shall lapse on the
date of such termination.
10. LAPSE AT DISCRETION OF THE COMMITTEE; LAPSE UPON
TERMINATION FOLLOWING A CHANGE IN CONTROL
(a) The Committee shall have the authority to accelerate the
time at which the restrictions on any Restricted Stock will lapse
or to remove any of such restrictions whenever it may decide in
its absolute discretion that, by reason of changes in applicable
tax or other laws or other changes in circumstances arising after
the date of an Award, such action is in the best interest of the
Company, and equitable to the Participant receiving the Award,
his heirs, or designated beneficiaries.
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<PAGE>26
(b) The restrictions shall lapse immediately upon a Change in
Control (as hereinafter defined) of Grumman Corporation. For
purposes of this Section 10, a "Change in Control" shall have the
meaning set forth in Section XII(b) of the Plan.
11. COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION REQUIREMENTS
No certificate for shares of Restricted Stock distributed pursuant to
the Plan shall be executed and delivered until the Company shall have taken
such action, if any, as is then required to comply with the provisions of
the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, or any other applicable laws, and the requirements of any
exchange on which the Stock may, at the time, be listed.
12. AMENDMENT AND TERMINATION OF PLAN
(a) The Board may, at any time and from time to time, modify or
amend the Plan in any respect, except that without shareholder
approval, the Board may not increase the maximum number of shares
of Restricted Stock which may be awarded under the Plan in the
aggregate (other than an increase pursuant to Section X of the
Plan), or extend the period during which Awards may be granted.
No modification or amendment of the Plan shall adversely affect
any previously granted Award without the consent of the grantee
thereof.
(b) The Board may, at any time or from time to time, suspend or
terminate the Plan, provided that no such action shall adversely
affect any previously granted Award without the consent of the
grantee thereof.
13. DESIGNATION OF BENEFICIARY
A Participant may, with the consent of the Committee, designate a
person or persons to receive in the event of his death, any Restricted
Stock to which he would then be entitled. Such designation shall be made
upon forms supplied by and delivered to the Company, and may be revoked in
writing. If a Participant fails effectively to designate a beneficiary,
then his estate shall be deemed to be his beneficiary.
14. PLAN CONTROLS
In the case of any conflict between these Terms and Conditions and the
provisions of the Plan, the provisions of the Plan shall control.
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<PAGE>27
EXHIBIT 4(e)
DATE
NAME
DIVISION
Dear :
I'm pleased to inform you that you have been awarded a Performance
Share Award and a Stock Option Grant under Grumman's Long-Term Incentive
Plan. The Plan is administered by the Compensation Committee of the Board
of Directors, and your awards indicate that you are expected to be an
integral part of the Corporation's future.
You are hereby granted:
A target award of ____ Performance Shares of the Corporation's Common
Stock, par value $1 per share; and
An option to purchase ____ shares of the Corporation's Common Stock,
par value $1 per share, at the price of $ per share.
The date of grant of both awards is .
PERFORMANCE SHARE AWARD
This award enables you to earn shares of Common Stock, based on
Corporation performance over the three-year measuring period 1994-1996.
The award, which you will receive in early 1997, consists of a target
number of shares, determined by how well the Corporation meets certain
performance criteria established by the Compensation Committee, as well as
how its performance compares to a peer group of Aerospace/Defense
Contractors. As a result, the actual number of shares you receive may be
greater or less than the target number of shares shown above. The award
will also include quarterly dividend equivalents in the form of additional
shares. Upon payment of any performance share award, all required tax
withholdings will be satisfied by reducing the number of shares to be
delivered to you by that number of shares the aggregate fair market value
of which equals such withholdings.
The award is subject to all of the terms and conditions of the Plan
(Attachment 1), and Certain Terms Governing Performance Shares (Attachment
2), as each may be amended from time to time.
STOCK OPTION GRANT
This grant gives you an option to purchase the specified number of
shares, at the option price, at any time during the period commencing three
(3) years after the date the option was granted and expiring ten (10) years
after such date. In lieu of exercising the option, you may surrender the
option during such period and receive a payment in the form of shares of
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<PAGE>28
Common Stock, based on the difference between the fair market value of
Common Stock on the date of surrender and the exercise price. Upon any
surrender, all required tax withholdings will be satisfied by reducing the
number of shares to be delivered to you by that number of shares the
aggregate fair market value of which equals such withholdings.
The grant is subject to all of the terms and conditions of the Plan
(Attachment 1), and to certain Terms and Conditions of Stock Options
granted pursuant to the Plan (Attachment 3), as each may be amended from
time to time, and is intended to be an "Incentive Stock Option" for tax
purposes.
ACCEPTANCE
This letter and Attachments 1, 2 and 3 constitute the "Award Summary
and Agreement" referred to in the Plan. If you accept your awards, please
sign this letter, signifying your acceptance and your agreement to the
terms of the Plan and such Attachments, as amended, which will govern your
awards and all prior awards made to you under the Plan. The signed letter
should be returned to Beth Simone, Mail Stop E02-GHQ. Beneficiary forms
are also enclosed, should you wish to designate or change the beneficiary
who would receive your awards in the event of death. If you have any
questions concerning these awards, please call Robert E. Foster, Vice
President - Human Resources, at 575-6141. If you have any questions
concerning the proper procedures for exercising or surrendering a stock
option, please call Beth Simone at 575-7999.
Outstanding performance is vital to the success of the Corporation and
I look forward to recognizing our collective results through the Long-Term
Incentive program.
Very truly yours,
GRUMMAN CORPORATION
Renso L. Caporali
Chairman of the Board & CEO
Enclosures
ACCEPTED AND AGREED:
Print Name: _________________________
Signature: ___________________________
Date Signed: ________________________
ID Number: _________________________
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<PAGE>29
EXHIBIT 4(f)
DATE
NAME
DIVISION
Dear :
I'm pleased to inform you that you have been awarded a Stock Option
Grant under Grumman's Long-Term Incentive Plan. The Plan is administered
by the Compensation Committee of the Board of Directors, and your award
indicates that you are expected to be an integral part of the Corporation's
future.
You are hereby granted an option to purchase _____ shares of the
Corporation's Common Stock, par value $1 per share, at the price of
$______ per share.
The date of the grant is ______________.
STOCK OPTION GRANT
This grant gives you an option to purchase the specified number of
shares, at the option price, at any time during the period commencing three
(3) years after the date the option was granted and expiring ten (10) years
after such date. In lieu of exercising the option, you may surrender the
option in such period and receive a payment in the form of shares of Common
Stock, based on the difference between the fair market value of Common
Stock on the date of surrender and the exercise price. Upon any surrender,
all required tax withholdings will be satisfied by reducing the number of
shares to be delivered to you by that number of shares the aggregate fair
market value of which equals such withholdings.
The grant is subject to the terms and conditions of the Plan
(Attachment 1), and to certain Terms and Conditions of Stock Options
granted pursuant to the Plan (Attachment 2), as each may be amended from
time to time, and is intended to be an "Incentive Stock Option" for tax
purposes.
ACCEPTANCE
This letter and Attachments 1 and 2 constitute the "Award Summary and
Agreement" referred to in the Plan. If you accept your award, please sign
this letter, signifying your acceptance and your agreement to the terms of
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<PAGE>30
the Plan and such Attachments, as amended, which will govern the instant
grant and all prior stock option grants awarded to you under the Plan. The
signed letter should be returned to Beth Simone, Mail Stop EO2-GHQ. A
beneficiary form is also enclosed, should you wish to designate or change
the beneficiary who would receive your award in the event of death. If you
have any questions concerning this award, please call Robert E. Foster,
Vice President - Human Resources, at 575-6141. If you have any questions
concerning the proper procedures for exercising or surrendering a stock
option, please call Beth Simone at 575-7999.
Outstanding performance is vital to the success of the Corporation and
I look forward to recognizing our collective results through the Long-Term
Incentive program.
Very truly yours,
GRUMMAN CORPORATION
Renso L. Caporali
Chairman of the Board & CEO
Enclosures
ACCEPTED AND AGREED:
Print Name: _______________________________
Signature:
Date Signed: __________
ID Number: ____________
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<PAGE>31
EXHIBIT 4(g)
Date
NAME
DIVISION
Dear ____________:
I'm pleased to inform you that you have been awarded a Restricted
Stock award under Grumman's Long-Term Incentive Plan. The Plan is
administered by the Compensation Committee of the Board of Directors, and
your award indicates that you are expected to be an integral part of the
Corporation's future.
You are hereby granted __________ restricted shares of Grumman
Corporation Common Stock, par value $1 per share, under the Long-Term
Incentive Plan.
This award is subject to the provisions of this letter. It is also
subject to the terms and conditions of the Plan (Attachment 1), and to
certain Terms and Conditions Governing Restricted Stock granted pursuant to
the Plan (Attachment 2), as each may be amended from time to time.
RESTRICTIONS
The shares of Restricted Stock awarded to you may not be sold,
assigned, transferred, pledged or otherwise encumbered, while under
restriction. IN ADDITION, WITH CERTAIN LIMITED EXCEPTIONS (SEE SECTIONS 9
AND 10 OF ATTACHMENT 2), UNLESS YOU REMAIN IN THE CONTINUOUS EMPLOYMENT OF
GRUMMAN CORPORATION OR A SUBSIDIARY THEREOF, SHARES UNDER RESTRICTION SHALL
BE FORFEITED AND RETURNED TO THE CORPORATION, AND ALL YOUR RIGHTS TO SUCH
SHARES SHALL TERMINATE WITHOUT ANY PAYMENT OR CONSIDERATION BY THE
CORPORATION. So long as your Restricted Stock award is not forfeited, you
will receive all dividends paid on your shares of Restricted Stock and will
have the right to vote such shares. The Corporation will retain physical
custody of your shares of Restricted Stock until the restrictions thereon
have lapsed.
Restrictions on your shares will lapse in accordance with the
following schedule: 20% of the total number of shares shall become free of
the restrictions set forth above, on January 1, ______, and on each
subsequent January 1st, through and including January 1, , by which
time all restrictions will have lapsed.
As the restrictions lapse on your shares, a certificate(s) will be
issued in your name, or in joint tenancy with your spouse if you prefer,
for the appropriate number of shares. All required tax withholdings will
be satisfied by reducing the number of shares to be delivered to you by
that number of shares the aggregate fair market value of which equals such
withholdings. You will then be free to dispose of, or retain the net
shares delivered to you, as you wish.
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<PAGE>32
ACCEPTANCE
This letter and Attachments 1 and 2 constitute the "Award Summary and
Agreement" referred to in the Plan. If you accept your award, please sign
this letter, signifying your acceptance and your agreement to this letter
and such Attachments, as amended, which will govern the instant award. The
signed letter should be returned to Beth Simone, Mail Stop EO2-GHQ. A
beneficiary form is also enclosed, should you wish to designate or change
the beneficiary who would receive your shares of Restricted Stock in the
event of death. If you have any questions concerning this award, please
call Robert E. Foster, Vice President - Human Resources, at 575-6141. If
you have any questions concerning the lapsing of restrictions and the
issuance of share certificates, please call Beth Simone at 575-7999.
Outstanding performance is vital to the success of the Corporation and
I look forward to recognizing our collective results through the Long-Term
Incentive program.
Very truly yours,
GRUMMAN CORPORATION
Renso L. Caporali
Chairman of the Board & CEO
Enclosures
Accepted and Agreed:
Signature: ______________________
Date Signed:
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<PAGE>33
EXHIBIT 4(h)
OPTION EXERCISE FORM
As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to exercise the option, or portion thereof, as follows:
DATE OF NUMBER OF PURCHASE PRICE TOTAL PURCHASE
OPTION GRANT SHARES (1) PER SHARE ($) PRICE ($)
A check payable to the Company in the amount of ___________,
covering the purchase price of the shares, is enclosed. The shares
should be issued in the following name(s)2:
EXACT NAME OR NAMES CERTIFICATE(S) ISSUED
_____ X _____
1. ____________________________ or _____ X ______
Optionee only)
2. & __________________________
(Optionee & Spouse as joint tenants with right of survivorship)
I am aware of the restrictions imposed by the securities laws of
the United States and the rules and regulations of the Securities and
Exchange Commission, particularly those with respect to material, non-
public information, and that those restrictions apply to my purchases
and sales of Company Stock, including the shares I will receive upon
this exercise. I realize that if I have been advised that I may be
deemed to be a "control" person with respect to the Company, I may be
required to comply with Rule 144 under the Securities Act of 1933 or
it may be necessary for the Company to take certain steps under that
Act in connection with any proposed sale by me.
In addition, if I am a person required to file reports under
Section 16 of the Securities Exchange Act of 1934, I represent that I
will review my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale of the shares I receive upon this exercise and I will refrain
from making any non-exempt acquisition(s) of Company Common Stock for
at least six (6) months subsequent to any such sale.
[IF ANY TERM, OR THE LAWS, RULES AND REGULATIONS REFERENCED ABOVE ARE
NOT CLEAR TO YOU, OR IF YOU ARE UNSURE OF WHETHER NON-PUBLIC
INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE OF THE
GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE SHARES
RECEIVED UPON SURRENDER.]
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<PAGE>34
____________________________ ______________________________
(Signature of the Optionee)
____________________________
(Address of Optionee) Date: ___________________
Employee ID: _______________ Social Security Number: ___________
_____
1) The number of option shares purchased under each option exercise
must be 100 or a multiple of 100 unless the purchase includes all
shares purchasable under such option.
2) Shares may be issued in the name of the optionee or in the names of
the optionee and spouse as joint tenants with right of
survivorship, but may not be issued in the name of a broker.
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<PAGE>35
EXHIBIT 4(i)
OPTION EXERCISE FORM
Exercise Using Previously Owned Stock
As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to exercise the option, or portion thereof, as follows:
DATE OF NUMBER OF PURCHASE PRICE # SHARES TOTAL PURCHASE
GRANT SHARES (1) PER SHARE ($) SUBMITTED PRICE ($)
Shares of Grumman Common Stock totalling ____________shares (and
a check for $___________ covering the remaining purchase price of the
shares if necessry) are enclosed. The shares should be issued in the
following name(s)2:
EXACT NAME OR NAMES CERTIFICATE(S) ISSUED
_____ X ______
1. ____________________________ or
(Optionee only) _____ X ______
2. ____________________________ & __________________________
(Optionee & Spouse as joint tenants with right of survivorship)
I am aware of the restrictions imposed by the securities laws of
the United States and the rules and regulations of the Securities and
Exchange Commission, particularly those with respect to material, non-
public information, and that those restrictions apply to my purchases
and sales of Company Stock, including the shares I will receive upon
this exercise. I realize that if I have been advised that I may be
deemed to be a "control" person with respect to the Company, I may be
required to comply with Rule 144 under the Securities Act of 1933 or
it may be necessary for the Company to take certain steps under that
Act in connection with any proposed sale by me.
In addition, if I am a person required to file reports under
Section 16 of the Securities Exchange Act of 1934, I represent that I
will review my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale of the shares I receive upon this exercise and I will refrain
from making any non-exempt acquisition(s) of Company Common Stock for
at least six (6) months subsequent to any such sale.
[IF ANY TERM, OR THE LAWS, RULES AND REGULATIONS REFERENCED ABOVE ARE
NOT CLEAR TO YOU, OR IF YOU ARE UNSURE OF WHETHER NON-PUBLIC
INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE OF THE
GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE SHARES
RECEIVED UPON SURRENDER.]
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<PAGE>36
____________________________ ______________________________
(Signature of the Optionee)
____________________________
(Address of Optionee) Date: ___________________
Employee ID: _______________ Social Security Number: ___________
_____
1) The number of option shares purchased under each option exercise
must be 100 or a multiple of 100 unless the purchase includes all
shares purchasable under such option.
2) Shares may be issued in the name of the optionee or in the names of
the optionee and spouse as joint tenants with right of
survivorship, but may not be issued in the name of a broker.
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<PAGE>37
(Reverse Side of Form)
Please insert data on stock certificate below:
SHARE CERTIFICATE(s) SUBMITTED TO EXERCISE STOCK OPTION:
EXERCISE
PREVIOUS PRICE
CERTIFICATE CERTIFICATE NUMBER OF MARKET (CLOSING
DATE NUMBER SHARES VALUE (PRICE) $ VALUE
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<PAGE>38
EXHIBIT 4(j)
OPTION SURRENDER FORM
As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to surrender the right to exercise the option, or portion thereof, as
follows:
DATE OF OPTION PRICE NUMBER OF OPTION
OPTION GRANT PER SHARE ($) SHARES SURRENDERED (1)
I understand that the Company will issue shares of its Common Stock
in settlement of this surrender. The Company will determine the
number of shares to be issued by computing the difference between the
option price of the shares being surrendered and their Fair Market
Value determined on the date of such surrender. The settlement of
such difference will be in the nearest whole number of shares of
Common Stock of the Company that could be purchased with such
difference at Fair Market Value. The mean between the highest and
lowest reported selling prices of Grumman Corporation Common Stock on
the New York Stock Exchange Composite Transactions on the date of such
computation shall be the "Fair Market Value" for all purposes. Please
issue the shares in the following name(s)2:
EXACT NAME OR NAMES FEDERAL TAX: 28% _____
36% _____
1. ____________________________ or
(Optionee only)
2. & ______________________________
(Optionee & Spouse as joint tenants with right of survivorship)
In executing this Option Surrender Form, I recognize that I have a
responsibility to the Company to refrain from surrendering options if
I reasonably believe that the Fair Market Value as defined above is
greater than it would otherwise be if material non-public information
of which I am aware were made public.
I also am aware of the restrictions imposed by the securities laws
of the United States and the rules and regulations of the Securities
and Exchange Commission, particularly those with respect to material,
non-public information, and that those restrictions apply to my
purchases and sales of Company Stock, including the shares I will
receive upon this surrender. I realize that if I have been advised
that I may be deemed to be a "control" person with respect to the
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<PAGE>39
Company, I may be required to comply with Rule 144 under the
Securities Act of 1933 or it may be necessary for the Company to take
certain steps under that Act in connection with any proposed sale by
me.
In addition, if I am a person required to file reports under
Section 16 of the Securities Exchange Act of 1934, I represent that I
will review my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale of the shares I receive upon this surrender and I will
refrain from making any non-exempt acquisition(s) of Company Common
Stock for at least six (6) months subsequent to any such sale.
[IF ANY TERM, OR THE LAWS, RULES AND REGULATIONS REFERENCED TO THE
ABOVE ARE NOT CLEAR TO YOU, OR IF YOU ARE UNSURE OF WHETHER NON-
PUBLIC INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE
OF THE GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE
SHARES RECEIVED UPON SURRENDER.]
____________________________ ______________________________
( Signature of the Optionee)
____________________________
(Address of Optionee) Date: ___________________
Employee ID: _______________ Social Security Number: ___________
_____
1) The number of option shares being surrendered must be large enough
to result in payment thereof of 100 or more shares of Common Stock,
unless all shares exerciseable under the option are surrendered.
2) Shares may be issued in the name of the optionee or in the names of
the optionee and spouse as joint tenants with right of
survivorship, but may not be issued in the name of a broker.
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<PAGE>40
EXHIBIT 23 (a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8,
relating to 1,750,000 shares of Grumman Corporation Common Stock to be
covered by awards under the Grumman Corporation Long-Term Incentive Plan,
of our reports dated January 20, 1994 on the consolidated financial
statements and related supplemental schedules of Grumman Corporation and
subsidiaries included in, or incorporated by reference in, Grumman
Corporation's previously filed Annual Report on Form 10-K for the year
ended December 31, 1993, and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
New York, N.Y.
March 23, 1994
<PAGE>41
EXHIBITS 5 and 23(b)
Grumman Corporation
Bethpage, New York 11714-3580 T.L. Genovese
Vice President - General Counsel
March 25, 1994
Grumman Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Gentlemen:
As Vice President and General Counsel of Grumman Corporation, a New
York corporation ("Grumman"), I have reviewed the pertinent documents with
respect to the 1,750,000 shares of Grumman Common Stock, par value $1.00
per share, which may be delivered in respect of (i) performance share
awards granted by Grumman under the Grumman Corporation Long-Term
Incentive Plan (the "Plan"); (ii) the exercise or surrender of stock
options granted by Grumman under the Plan; and (iii) restricted stock
awards granted by Grumman under the Plan.
I wish to advise you that in my opinion:
1. Grumman is a corporation duly organized and existing under the
laws of the State of New York.
2. The Plan has been validly adopted by all necessary corporate
action on the part of the Board of Directors of Grumman and the
stockholders of Grumman.
3. Upon the determination and delivery of each performance share
award to be granted pursuant to and in accordance with the Plan in the
manner provided in each such grant, Grumman will be obligated to, and may
lawfully transfer and deliver to the holder of such award the shares of
Grumman Common Stock as specified in each such grant, and the shares so
transferred and delivered will be legally issued, fully paid and
nonassessable.
4. Upon the exercise of each stock option to be granted pursuant to
and in accordance with the Plan in the manner provided in each such grant
(including payment to Grumman of the exercise price, not less than the
aggregate par value of the Common Stock, as therein specified), Grumman
will be obligated to, and may lawfully transfer and deliver to the option
holder the shares of Grumman Common Stock as specified in each such grant,
and the shares so transferred and delivered will be legally issued, fully
paid and nonassessable. Shares of Grummnan Common Stock issued upon the
surrender of the right to exercise an option or some portion thereof
pursuant to and in accordance with the Plan will be legally issued, fully
paid and nonassessable.
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<PAGE>42
5. Upon the granting of each restricted stock award to be granted
pursuant to and in accordance with the Plan in the manner provided in each
such grant, Grumman will be obligated to, and may lawfully transfer and
deliver to the holder of such award the shares of Grumman Common Stock as
specified in each such grant, and the shares so transferred and delivered
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing by Grumman of this opinion with
the Securities and Exchange Commission as an Exhibit to the Registration
Statement on Form S-8 relating to the 1,750,000 shares of Common Stock
that may be delivered pursuant to the Plan, and to the statements made in
reference to me under the caption "Interest of Counsel - Legal Opinion" in
the Registration Statement.
Very truly yours,
/s/ T.L. Genovese
T. L. GENOVESE
Vice President and
General Counsel
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<PAGE>43
EXHIBIT 24
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, Grumman Corporation hereby appoints
Steven Dely, Thomas L. Genovese and John H. Mullan, and each of them
severally, its true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in its name, place, and stead, said
Registration Statement and any and all amendments and subsequent post-
effective amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have full power and
authority to go and perform in the name and on behalf of Grumman
Corporation, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises. The undersigned hereby ratifies and
approves the acts of said attorneys and each of them.
IN WITNESS WHEREOF, Grumman Corporation has executed this instrument
this 17th day of March, 1994.
GRUMMAN CORPORATION
By /s/ Renso L. Caporali
Renso L. Caporali
Chairman of the Board,
Chief Executive Officer and
Director
ATTEST:
/s/ Stephanie Josiah
Assistant Secretary
(Corporate Seal)
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<PAGE>44
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Renso L. Caporali
Renso L. Caporali
Chairman of the Board,
Chief Executive Officer,
and Director
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<PAGE>45
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Robert J. Myers
Robert J. Myers
President,
Chief Operating Officer,
and Director
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<PAGE>46
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ J. Robert Anderson
J. Robert Anderson
Vice Chairman,
Chief Financial Officer,
and Director
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<PAGE>47
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Nat P. Busi
Nat P. Busi
Vice President,
Controller,
and Principal Accounting Officer
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<PAGE>48
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ K. S. Axelson
Kenneth S. Axelson
Director
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<PAGE>49
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Lucy Wilson Benson
Lucy Wilson Benson
Director
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<PAGE>50
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Richard Dulude
Richard Dulude
Director
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<PAGE>51
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Victor H. Li
Victor Hao Li
Director
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<PAGE>52
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Charles Marshall
Charles Marshall
Director
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<PAGE>53
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ John T. Sargent
John T. Sargent
Director
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<PAGE>54
GRUMMAN CORPORATION
POWER OF ATTORNEY
WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission. Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person. The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.
/s/ Eddie N. Williams
Eddie N. Williams
Director
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<PAGE>55
GRUMMAN CORPORATION
CERTIFICATE
I, STEPHANIE JOSIAH, Assistant Secretary of GRUMMAN CORPORATION, do
hereby certify that the following resolutions were adopted by the Board of
Directors of this Corporation on March 17, 1994, and that said resolutions
have not been revoked, modified or superseded, and remain in full force
and effect:
RESOLVED, that 1,750,000 shares of Common Stock, par value $1 per
share, of the Corporation are reserved for issuance in furtherance of
the Long-Term Incentive Plan (the "Plan"); and further
RESOLVED, that the proper officers of the Corporation are
authorized to issue shares of Common Stock, par value $1 per share, of
this Corporation reserved for issuance pursuant to the preceding
resolution, in any or all of the following circumstances:
(a) upon the exercise of any stock option or incentive stock
option granted pursuant to the Plan, in the manner and upon the terms,
conditions and provisions set forth in such stock option or incentive
stock option, for the applicable option price of such shares (which
shall be not less than the par value thereof);
(b) upon the surrender of a right to exercise a stock option or
an incentive stock option, or some portion thereof, pursuant to the
Plan, in the manner and upon the terms, conditions and provisions
governing such surrender;
(c) upon the granting of a restricted stock award or upon the
determination and delivery of a performance share award, pursuant to
the Plan, in the manner and upon the terms, conditions and provisions
set forth in such award; or
(d) upon the granting, determination or delivery (as
appropriate) of any other Common Stock-based award under the Plan,
including dividend equivalents in the form of shares of Common Stock,
unrestricted stock awards, or any other Common Stock-based awards
granted under the Plan, in each case in the manner and upon the terms,
conditions and provisions applicable to the subject award; and further
RESOLVED, that upon such issuance such shares shall be fully paid
and non-assessable shares of Common Stock of the Corporation; and
further
RESOLVED, that the authority heretofore conferred upon The Bank
of New York, as Transfer Agent and as Registrar, with respect to the
Common Stock of the Corporation is extended to the issuance,
registration, and transfer of stock certificates representing up to,
but not more than, 1,750,000 shares of Common Stock, par value $1 per
share, which may become issuable in furtherance of the Plan, provided
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<PAGE>56
that stock certificates representing shares so issued shall be issued
only against specific written instructions given to said Transfer
Agent or Registrar by the Corporation; and further
RESOLVED, that the officers of the Corporation are authorized to
cause the Corporation to file a Registration Statement on Form S-8 and
any amendments and post-effective amendments thereto with the
Securities and Exchange Commission for the registration of such shares
under the Securities Act of 1933, as amended, and to cause such to
become effective; and further
RESOLVED, that the Chairman, President, the Chief Financial
Officer and the Treasurer of the Corporation are, and each of them is,
authorized to execute a power of attorney in the name, and on behalf,
of the Corporation in favor of Steven Dely, Thomas L. Genovese and
John H. Mullan, and any of them (with power of substitution in each),
empowering such attorneys-in-fact to do all acts and things and to
execute any and all instruments on behalf of the Corporation,
including the Registration Statement on Form S-8 and any amendments
and post-effective amendments thereto, which said attorneys or any of
them may deem necessary or advisable to enable the Corporation to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration
under said Act of 1,750,000 shares of Common Stock, par value $1 per
share, of the Corporation to be issued from time to time in
furtherance of the Plan; and further
RESOLVED, that the Board does authorize the execution by the
directors and officers of the Corporation or any of them of a power of
attorney in favor of Steven Dely, Thomas L. Genovese and John H.
Mullan and any of them (with power of substitution in each),
empowering such attorneys-in-fact or any of them do all acts and
things and to execute any and all instruments on behalf of such
directors and officers, including the Registration Statement on Form
S-8 and all amendments and post-effective amendments thereto, which
such attorneys or any of them may deem necessary or advisable to
enable the Corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection
with the registration under said Act of 1,750,000 shares of Common
Stock, par value $1 per share, of the Corporation issuable from time
to time in furtherance of the Plan; and further
RESOLVED, that the Chairman of the Board, the President, the
Chief Financial Officer and the Treasurer, and the Secretary of the
Corporation are, and each of them is, authorized and directed to cause
the Corporation to apply to the New York Stock Exchange for the
listing, upon official notice of issuance thereof, of the 1,750,000
shares of its Common Stock, par value $1 per share, which are reserved
for issuance pursuant to the resolution above in furtherance of the
Plan; to execute in the name, and on behalf, of the Corporation and
file with the New York Stock Exchange an appropriate listing
application and all such agreements and documents as any of them may
consider necessary or desirable to secure such listing; to make any
changes in any such listing application, agreement, or document
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<PAGE>57
as may be required to satisfy the requirements of such Exchange; and
to appear on behalf of the Corporation before such Exchange; and
further
RESOLVED, that the proper officers of the Corporation and its
counsel are, and each of them is, authorized to do any and all acts
and things; to execute and deliver all such instruments, documents,
and certificates, in the name, and on behalf, of the Corporation and
under its corporate seal or otherwise; and to pay all such fees and
expenses, as in their judgment shall be necessary, proper, or
advisable in order fully to carry out the intent and accomplish the
purposes of the foregoing resolutions and each of them.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of GRUMMAN CORPORATION this 25th day of March, 1994.
(Corporate Seal) /s/ Stephanie Josiah
Stephanie Josiah,
Assistant Secretary
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