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EXHIBIT 10.1 (a)
CERTIFICATION OF RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
LITTON INDUSTRIES, INC.
I, the undersigned, Lynne M. O. Brickner, Vice President and Secretary of LITTON
INDUSTRIES, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), DO HEREBY CERTIFY that the following is a
true and correct extract of resolutions duly adopted by the Board of Directors
of the Corporation on December 3, 1999, in accordance with the laws of Delaware
and the By-laws of the Corporation, and that the resolutions are in full force
and effect as of the date hereof:
RESOLVED, that pursuant to Article III, Section 16, of the By-laws
of this corporation, during calendar year 2000, the members of the
Board of Directors of this corporation who are not employees of this
corporation ("non-employee directors") shall be paid a fixed fee of
$27,500 for services to be rendered as members of the Board of
Directors, payable in quarterly installments of $6,875 at the
beginning of each calendar quarter, and, in addition thereto, they
shall be paid an attendance fee of $1,500 for each Board meeting
attended by them, payable following any such meeting attended;
RESOLVED FURTHER, that during calendar year 2000 non-employee
directors of this corporation shall be paid a fee of $1,500 for
attendance at each Board committee meeting and each non-employee
Chairman of the Committee shall be paid a fee of $2,500 for
attendance, with the exception of attendance at meetings of the
Executive Committee, payable following any such meeting attended;
RESOLVED FURTHER, that during calendar year 2000 a non-employee
Director serving as Chairman of the Executive Committee of the
Corporation shall be paid a fixed fee for services to be rendered as
Chairman of the Executive Committee of $15,000, payable in quarterly
installments of $3,750 at the beginning of each calendar quarter;
and any non-employee director serving as a member of the Executive
Committee (but not as Chairman thereof) shall be paid a fixed fee
for services to be rendered as a member of the Executive Committee
of $12,000, payable in quarterly installments of $3,000 at the
beginning of each calendar quarter;
RESOLVED FURTHER, that the members of the Board shall be paid their
normal travel and incidental expenses incurred in traveling to any
Board or Board committee meeting upon presentment of invoices
covering such expenditures to the Secretary of the Corporation;
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RESOLVED FURTHER, that in accordance with the terms of the Litton
Industries, Inc. Non-employee Director Stock Plan, stock options for
2,000 shares of the Corporation's Common Stock will be granted to each
non-employee member of the Board on December 6, 1999, the first business
day following the Organization Meeting of the Board, and that the option
price will be determined based on the average of the high and low
trading prices on that day;
RESOLVED FURTHER, that pursuant to the Non-employee Director Deferred
Compensation Plan (the "Plan") adopted by this Board on September 24,
1998, the Board hereby determines that an election by a non-employee
Director to defer annual retainer and meeting fees into shares of the
Company's Common Stock shall include a premium equal to ten percent
(10%) of such annual retainer and meeting fees; and
RESOLVED FURTHER, that pursuant to the Plan, the Board hereby determines
that the number of stock options to be granted pursuant to an election
by a non-employee Director to convert annual retainer and meeting fees
into options to purchase shares of the Company's Common Stock shall be
equal to four times the amount of the Director's annual retainer and
meeting fees divided by the fair market value of a share of common stock
on the day the annual retainer and meeting fees would otherwise have
been payable.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
the Corporation at Woodland Hills, California, this 28th day of September 2000.
[SEAL] /s/ Lynne M. O. Brickner
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Lynne M. O. Brickner
Vice President & Secretary
