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EXHIBIT 99.(e)(6)
AMENDMENT
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AMENDMENT dated as of the 21st day of December, 2000 to the Change of
Control Employment Agreement by and between Ronald D. Sugar (the "Executive")
and Litton Industries, Inc., a Delaware corporation (the "Company"), dated as of
June 21, 2000 (the "Agreement").
Section 11(f) of the Agreement is hereby amended to read in its entirety as
follows:
The Executive and the Company acknowledge that, except as may otherwise be
provided under any other written agreement between the Executive and the
Company, the employment of the Executive by the Company is "at will" and,
subject to Section 1(a), prior to the Effective Date, the Executive's
employment may be terminated by either the Executive or the Company at any
time prior to the Effective Date, in which case the Executive shall have no
further rights under this Agreement. From and after the Effective Date,
except as specifically provided herein, this Agreement shall supersede any
other agreement between the parties with respect to the subject matter
hereof other than the Letter Agreement between the Executive and the Company
dated June 21, 2000.
IN WITNESS WHEREOF, the Executive has hereunto signed his name and the
Company has caused this amendment to be executed in its name and on its behalf
by its duly authorized officer, as of the 21st day of December 2000.
/s/ Ronald D. Sugar
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Ronald D. Sugar
LITTON INDUSTRIES, INC.
By /s/ Lynne M.O. Brickner
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Lynne M. O. Brickner
Vice President and Secretary
