EX-10.(Q) 17 v37202exv10wxqy.htm EXHIBIT 10.(Q) exv10wxqy

Exhibit 10(q)

As Amended and Restated January 1, 2008



ARTICLE 1—Introduction
Section 1.01. Purpose
Section 1.02. Effective Date
ARTICLE 2—Definitions
Section 2.01. Accrual
Section 2.02. Annual Accrual
Section 2.03. Annual Retainer Fee
Section 2.04. Board
Section 2.05. Change in Control
Section 2.06. Common Stock
Section 2.07. Company
Section 2.08. Conversion Date
Section 2.09. Debilitating Illness
Section 2.10. Director
Section 2.11. Dividend Equivalent
Section 2.12. Electing Outside Director
Section 2.13. Equity Participation Account
Section 2.14. Fair Market Value Of The Common Stock
Section 2.15. Outside Director
Section 2.16. Participant
Section 2.17. Plan
Section 2.18. Retired Outside Director
Section 2.19. Retirement Plan
Section 2.20. Special Accrual
Section 2.21. Surviving Spouse
Section 2.22. Total Disability
Section 2.23. Unit
Section 2.24. Year Of Service
ARTICLE 3—Participation
Section 3.01. In General
ARTICLE 4—Entitlement To Benefits
Section 4.01. Normal Benefit
Section 4.02. Partial Benefit
Section 4.03. Change in Control Benefit
Section 4.04. Better-Of Benefit
Section 4.05. Surviving Spouse Benefit
Section 4.06. Other Participants



ARTICLE 5—Amount Of Benefit
Section 5.01. Normal Benefit Amount
Section 5.02. Partial Benefit Amount
Section 5.03. Change in Control Benefit Amount
Section 5.04. Better-Of Benefit Amount
ARTICLE 6—Accounts
Section 6.01. Equity Participation Accounts
Section 6.02. Annual Accruals
Section 6.03. Special Accruals
Section 6.04. Conversion Of Accruals Into Units
Section 6.05. Dividend Equivalents
Section 6.06. Change in the Common Stock
Section 6.07. Benefit Accrual Freeze Effective June 1, 2005
ARTICLE 7—Distributions
Section 7.01. In General
Section 7.02. Amount of Installments
Section 7.03. Conversion of Units into Dollars
Section 7.04. T-Bond Election
Section 7.05. Payment to a Trust
ARTICLE 8—Miscellaneous Provisions
Section 8.01. Amendment And Termination
Section 8.02. Plan Unfunded
Section 8.03. No Assignments
Section 8.04. No Double Payment
Section 8.05. No Other Rights
Section 8.06. Successors of the Company
Section 8.07. Law Governing
Section 8.08. Actions By Company
Section 8.09. Plan Representatives
Section 8.10. Construction
APPENDIX A—Change In Control Benefits
Section A.01. In General
Section A.02. Change In Control
Section A.03. Override by Board
Section A.04. February, 1998 Vote
Section A.05. Vesting at Change in Control
Section A.06. Limitation on Amendment Authority



     Section 1.01. Purpose. The purposes of the Plan are to enable the Company to attract and retain outstanding individuals to serve as non-employee directors of the Company, and to further align the interests of non-employee directors with the interests of the other shareholders of the Company by making the amount of the compensation of non-employee directors dependent in part on the value and appreciation over time of the Common Stock of the Company.
     Section 1.02. Effective Date. This restatement of the Plan is effective as of January 1, 2008. The Plan was originally effective March 19, 1997.
     The following terms when used and capitalized in the Plan will have the following meanings:
     Section 2.01. Accrual. Any dollar amounts credited to the Equity Participation Account, including any Special Accrual, Annual Accruals, Additional Accruals and Dividend Equivalents.
     Section 2.02. Annual Accrual. This is defined in Section 6.02.
     Section 2.03. Annual Retainer Fee. That fixed amount paid to Directors exclusive of travel expenses, meeting fees, committee fees, or any other similar remuneration.
     Section 2.04. Board. The Board of Directors of the Company.
     Section 2.05. Change in Control. This is defined in Sections A.02-A.04.
     Section 2.06. Common Stock. The Common Stock of the Company.
     Section 2.07. Company. Northrop Grumman Corporation.
     Section 2.08. Conversion Date. The date the Outside Director’s service as a member of the Board terminates for any reason, including death.
     Section 2.09. Debilitating Illness. Any physical or mental condition which renders an individual unable to carry on the normal duties of his or her active business career.
     Section 2.10. Director. A member of the Board.
     Section 2.11. Dividend Equivalent. An amount equal to the cash dividend per share which is payable on any dividend payment date for the Common Stock.



     Section 2.12. Electing Outside Director. An Outside Director participating in the Retirement Plan who, at the inception of this Plan, elected to terminate participation in the Retirement Plan and to participate in this Plan instead.
     Section 2.13. Equity Participation Account. An unfunded bookkeeping account maintained by the Company for a Participant to which amounts are credited under the Plan.
     Section 2.14. Fair Market Value Of The Common Stock. This is determined as follows:
     (a) for relevant Accruals and Conversion Dates that occur on or before February 18, 1998, the closing price of a share of Common Stock as reported on the composite tape for securities listed on the New York Stock Exchange (the “Exchange”) for the date in question. If no sales of Common Stock were made on the Exchange on that date, the closing price of a share of Common Stock as reported on said composite tape for the preceding day on which sales of Common Stock were made on the Exchange shall be substituted; and
     (b) for relevant Accruals and Conversion Dates that occur after February 18, 1998, the average of the daily closing prices of a share of Common Stock as reported on the composite tape for securities listed on the Exchange for the 20 trading days (counting as trading days only days on which sales of Common Stock are reported) ending with the date in question.
     Section 2.15. Outside Director. A Director who is not a common law employee of the Company.
     Section 2.16. Participant. Each current or former Outside Director eligible for benefits under the Plan who has not yet received a complete distribution of his or her benefits under the Plan, other than a former Outside Director who terminated service with the Board without any entitlement to benefits under Sections 4.01-4.03.
     Section 2.17. Plan. The Northrop Grumman Corporation Non-Employee Directors Equity Participation Plan.
     Section 2.18. Retired Outside Director. An Outside Director whose service as a member of the Board for any reason has terminated and who is entitled to receive a distribution.
     Section 2.19. Retirement Plan. The Northrop Grumman Corporation Board of Directors Retirement Plan.
     Section 2.20. Special Accrual. This is defined in Section 6.03.
     Section 2.21. Surviving Spouse. A person who:
  (a)   was legally married to the Participant for at least one year prior to the date the Participant ceases to serve on the Board (including death while serving on the Board), and
  (b)   outlives the deceased Participant by at least 30 calendar days,



to the extent he or she is not prevented from receiving benefits under the Plan by a court order or property settlement at the time payments would otherwise be due.
     Section 2.22. Total Disability. Total disability as defined in the Northrop Grumman Long-Term Disability Insurance Plan.
     Section 2.23. Unit. An equivalent to a share of Common Stock, which is the denomination into which all dollar Accruals to any Equity Participation Account are to be converted.
     Section 2.24. Year Of Service. A 12-consecutive-month period of service as an Outside Director.
     Section 3.01. In General. A Director is eligible to participate in the Plan if he or she:
     (a) becomes an Outside Director after March 19, 1997, or
     (b) is an Electing Outside Director.
Entitlement To Benefits
     Section 4.01. Normal Benefit. Each Participant who terminates service on the Board will be entitled to receive a benefit under Section 5.01 if he or she satisfies (a) or (b):
     (a) He or she completes at least three consecutive Years of Service.
     (b) He or she retires from the Board as a result of Total Disability or a Debilitating Illness.
     Notwithstanding any provision of the Plan to the contrary, a Participant that terminates service on the Board without satisfying either (a) or (b) above will be entitled to receive a benefit under Section 5.01 if:
     (i) He or she terminated service on the Board for the sole purpose of pursuing or accepting a position (whether appointed, elected, or otherwise) with a federal, state, or local governmental entity or for some other purpose that is determined by the Company to constitute public service; and
     (ii) He or she recommences service on the Board as an Outside Director within a reasonably practicable period following the termination of, or termination of the pursuit of, the governmental or public service position and the Participant’s total service before and after the



termination and recommencement of service on the Board, when aggregated, equals at least three Years of Service.
     Section 4.02. Partial Benefit. A Participant will be entitled to receive a partial benefit under Section 5.02 if:
     (a) he or she terminates service on the Board prior to completing three consecutive Years of Service, and
     (b) his or her termination occurs because he or she will have attained age 70 prior to the Annual Meeting of Shareholders.
     Section 4.03. Change in Control Benefit. A Participant who is not entitled to benefits under Section 4.01 will be entitled to receive a Change in Control benefit under Section 5.03 if the conditions described in Appendix A are met.
     Section 4.04. Better-Of Benefit. A Participant entitled to a benefit under Sections 4.01-4.03 will be entitled to “better-of” benefits under Section 5.04 if he or she:
     (a) was a Participant in the Plan and a current Outside Director as of March 1, 1998, and
     (b) terminates service on account of death, Debilitating Illness or Total Disability.
     Section 4.05. Surviving Spouse Benefit. Upon a Participant’s death, his or her Surviving Spouse, if any, will be eligible to receive the remainder of the payments due the Participant. If there is no Surviving Spouse, all payments will cease.
     Section 4.06. Other Participants. No benefits will be paid with respect to a Participant who terminates service with the Board unless the eligibility conditions of Section 4.01, 4.02 or 4.03 are satisfied.
Amount Of Benefit
     Section 5.01. Normal Benefit Amount. The normal benefit amount is the full balance of the Participant’s Equity Participation Account.
     Section 5.02. Partial Benefit Amount. The partial benefit amount is the Participant’s Equity Participation Account multiplied by a fraction.
     (a) The numerator of the fraction is the number of the Participant’s completed consecutive Years of Service and the denominator is three.
     (b) For purposes of (a), completed Years of Service include completed months of service (rounded up to the nearest month) expressed as a fraction of a year to the nearest quarter.



     Section 5.03. Change in Control Benefit Amount. The Change in Control benefit is equal to the full balance of the Participant’s Equity Participation Account.
     Section 5.04. Better-Of Benefit Amount. A Participant entitled to “better-of” benefits will have his or her benefits determined under this Section if that would result in greater benefits than those provided under Sections 5.01-5.03, as applicable.
     (a) The benefit under this Section equals the benefit the Participant would receive (if any) if he or she were a participant under the Retirement Plan.
     (b) If a Participant would not be entitled to any benefit under the Retirement Plan (e.g., because he or she failed to meet the five years of service requirement), this Section will not provide any alternative benefits.
     (c) The Retirement Plan benefit will be considered greater for purposes of this Section if the present value of the projected Retirement Plan benefit is greater than the Participant’s balance in his or her Equity Participation Account at the Conversion Date.
     (d) For purposes of determining the present value of the Retirement Plan benefit, the following assumptions will be used:
          (1) An interest rate assumption of 6.5% will be used.
          (2) No mortality factor will be applied. The Participant will be assumed to get all payments before dying.
          (3) The Annual Retainer Fee used by the Retirement Plan will be assumed to remain constant for all future years.
     Section 6.01. Equity Participation Accounts. An Equity Participation Account will be maintained for each Participant having an amount to his or her credit under the Plan. The account will keep track of Accruals and payments for a Participant’s benefit.
     Section 6.02. Annual Accruals. On each March 19, the Company will credit an amount equal to 50% of the Annual Retainer Fee in effect on that date (an “Annual Accrual”) to the Equity Participation Account of each Participant who provided a full Year of Service in the immediately preceding 12-month period.
     (a) No accrual will be made for any Outside Director who has provided at least ten consecutive Years of Service.
     (b) Participants who have provided less than a full Year of Service for the immediately preceding 12-month period will receive a pro rated portion of the normal Annual Accrual based on their months of service for the period (rounded up to the nearest month) divided by 12.



     Section 6.03. Special Accruals. As of March 19, 1997, the Company credited to the Equity Participation Account of each Electing Outside Director a special, one-time credit (a “Special Accrual”). The dollar amount of the Special Accrual was equal to the present value (calculated at a 6.5% discount rate) of the accrued benefits of an Electing Outside Director under the Retirement Plan.
     Section 6.04. Conversion Of Accruals Into Units. Each Accrual will be converted into Units by dividing the dollar amount of the Accrual by the Fair Market Value of the Common Stock on the day the Accrual is made. Units will be calculated and recorded in Equity Participation Accounts rounded to the third decimal place.
     Section 6.05. Dividend Equivalents. On each date on which cash dividends are paid on shares of the Common Stock, Equity Participation Accounts will be credited with one Dividend Equivalent for each Unit credited to such Account.
     (a) Each fraction of a Unit will be credited with a like fraction of a Dividend Equivalent on such date.
     (b) Dividend Equivalents credited to each Equity Participation Account will be converted into Units by dividing the dollar amount of the Dividend Equivalent by the Fair Market Value of the Common Stock on the date the Dividend Equivalent is accrued.
     Section 6.06. Change in the Common Stock. In the event of any stock dividend, stock split, recapitalization, distribution of property, merger, split-up, spin-off, or other change affecting or distribution with respect to the Common Stock of the Company (other than cash dividends), the Units in each Account will be adjusted in the same manner and proportion as the change to the Common Stock.
     Section 6.07. Benefit Accrual Freeze Effective June 1, 2005. Notwithstanding any other provision of this Plan, no further Accruals shall be credited to any Participant’s Equity Participation Account under this Plan at any time after May 31, 2005; provided, however, that Dividend Equivalents will continue to be credited to a Participant’s Equity Participation Account after such date in accordance with Section 6.05. Accordingly, each Participant shall be entitled to the benefit he or she earned under this Plan through and including May 31, 2005, but, except with respect to Dividend Equivalents, shall not be credited with any additional Accruals or other benefits following May 31, 2005. No person shall become a Participant under this Plan at any time after May 31, 2005. Notwithstanding the foregoing provisions, a Participant shall continue to be credited with Years of Service for periods of service as an Outside Director after May 31, 2005.”



     Section 7.01. In General.
     (a) All distributions of Equity Participation Accounts to Participants will be made in cash.
     (b) The Equity Participation Account of each Retired Outside Director will be paid in a number of annual installments equal to the number of full Years of Service for which benefits have been accrued (not to exceed ten), subject to (e).
     (c) Payments will commence on the 20th business day following the Conversion Date for such Equity Participation Account.
     (d) Notwithstanding (c), all Section 409A Payments shall commence on the 20th business day following a Participant’s Separation from Service. However, if a Participant is a Key Employee as of his Separation from Service, payment shall commence on the first day of the seventh month following the date of his Separation from Service (or, if earlier, the date of his death). Amounts otherwise payable to the Participant during such period of delay shall be accumulated and paid on the first day of the seventh month following the Participant’s Separation from Service, along with interest on the delayed payments. Interest shall be computed using the retroactive annuity starting date rate in effect under the Northrop Grumman Pension Plan on a month-by-month basis during such delay (i.e., the rate may change in the event the delay spans two calendar years).
     For purposes of this Section, the following terms shall have the meanings indicated below:
Affiliated Company. The Company and any other entity related to the Company under the rules of section 414 of the Code. The Affiliated Companies include Northrop Grumman Corporation and its 80%-owned subsidiaries and may include other entities as well.
Code. The Internal Revenue Code of 1986, as amended.
Key Employee. An employee treated as a “specified employee” under Code section 409A(a)(2)(B)(i) of the Company or an Affiliated Company (i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)) if the Company’s or an Affiliated Company’s stock is publicly traded on an established securities market or otherwise. The Company shall determine in accordance with a uniform Company policy which participants are Key Employees as of each December 31 in accordance with IRS regulations or other guidance under Code section 409A, provided that in determining the compensation of individuals for this purpose, the definition of compensation in Treas. Reg. § 1.415(c)-2(d)(3) shall be used. Such determination shall be effective for the twelve (12) month period commencing on April 1 of the following year.



     Section 409A Payments. Payments related to Plan benefits that were not earned and vested as of December 31, 2004 within the meaning of Code section 409A and official guidance thereunder.
     Separation from Service. A “separation from service” within the meaning of Code section 409A.
     (e) All payments will cease no later than:
          (1) upon the death of the Surviving Spouse, or
          (2) if there is no Surviving Spouse, upon the death of the Participant.
     Any payment that would have been payable to the Participant or a Surviving Spouse absent death that is not payable as a result of this subsection (e) shall be forfeited.
     Section 7.02. Amount of Installments. Each installment will be in an amount equal to the total dollar value of the Equity Participation Account as of the payment date divided by the number of installments remaining to be paid.
     Section 7.03. Conversion of Units into Dollars. The total dollar value of the Equity Participation Account will be determined by multiplying the number of Units then in the account by the Fair Market Value of the Common Stock on the payment date. The number of Units in the account will be reduced by the Unit equivalent of each payment.
     Section 7.04. T-Bond Election: If a Participant makes an election under this section, the amount of each payment will be determined under this section rather than under Section 7.03. The timing and number of payments will still be determined under Section 7.01.
     (a) Account Balance: If a Participant makes an election under this section, his or her Equity Participation Account will be converted to a deemed principal amount at the Conversion Date which will earn deemed interest on the remaining balance. The Account will be increased for deemed interest and reduced for payments made. The Account will no longer be based on the value of the Common Stock.
     (b) Initial Principal Amount: The initial principal amount for any Participant will be determined on the Conversion Date by multiplying the number of Units in the Participant’s Equity Participation Account by the Fair Market Value of the Common Stock on the Conversion Date.
     (c) Initial Payment: The initial payment will be equal to the Initial Principal Amount divided by the total number of installments to be paid.
     (d) Later Payments: Each annual installment after the Initial Payment will be equal to the remaining Account balance at the applicable payment date divided by the number of remaining installments.



     (e) Interest Credits: Interest will be credited on the amount remaining after the Initial Payment and future account balances at the rate specified in (f), compounded daily.
     (f) T-Bond Rate: The interest rate will be equal to the average interest rate on 10-year U.S. Treasury bonds for the 52 weeks ending immediately prior to the applicable payment date.
     (g) Elections: An election under this subsection may be made only by delivering a written election of this T-Bond option to the Secretary of Northrop Grumman Corporation (or its successor), on a form specified by the Secretary:
          (1) no later than March 1, 1998, in the case of Participants who were Outside Directors as of February 18, 1998, or
          (2) no later than 30 days after becoming an Outside Director with respect to Participants who become Outside Directors after March 1, 1998.
After the relevant date in (1) or (2), an election (or failure to make an election) under this Section will become irrevocable.
     Section 7.05. Payment to a Trust. The Participant may elect that payments under this Article be made to a trust. Any payments due will be made to the trust as long as the election by the Participant remains in effect.
Miscellaneous Provisions
     Section 8.01. Amendment And Termination. The Board may at any time, or from time to time, amend or terminate the Plan.
     (a) No such amendment or termination may reduce Plan benefits which accrued prior to the amendment or termination without the prior written consent of each person entitled to receive benefits under the Plan who is adversely affected by such action.
     (b) The amendment and termination power of this Section is also subject to the provisions of Section A.06.
     Section 8.02. Plan Unfunded. The Plan is unfunded. Benefits under the Plan represent only a general contractual conditional obligation of the Company to pay in accordance with the provisions of the Plan.
     Section 8.03. No Assignments. All payments under the Plan will be made only to the Participant, to his or her Surviving Spouse, or to any trust designated by the Participant under Section 7.05. The right to receive payments under the Plan may not otherwise be assigned or transferred by, and is not subject to the claims of creditors of, any Participant or his or her Surviving Spouse.



     Section 8.04. No Double Payment. This Section applies if, despite the prior Section, with respect to any Participant (or his or her Surviving Spouse), the Company is required to make payments under this Plan to a person or entity other than the proper payees described in the Plan. In such a case, any amounts due the Participant (or his or her Surviving Spouse) under this Plan will be reduced by the actuarial value of the payments required to be made to such other person or entity.
     (a) Actuarial value will be determined using the following actuarial assumptions specified by Treas. Reg. § 1.417(e)-1(d)(2)-(4) (or any successor regulation). The stability period will be one calendar month and the lookback month will be the second calendar month preceding the stability period.
     (b) In dividing a Participant’s benefit between the Participant and another person or entity, consistent actuarial assumptions and methodologies will be used so that there is no increased cost to the Company on an actuarial basis.
     Section 8.05. No Other Rights. Neither the establishment of the Plan, nor any action taken under it, will in any way obligate the Company to nominate an Outside Director for re-election or continue to retain an Outside Director on the Board or confer upon any Outside Director any other rights with respect to the Company.
     Section 8.06. Successors of the Company. The Plan will be binding upon any successor to the Company, whether by merger, acquisition, consolidation or otherwise.
     Section 8.07. Law Governing. The Plan will be governed by the laws of the State of California.
     Section 8.08. Actions By Company. Any powers exercisable by the Company under the Plan will be utilized by written resolution adopted by the Board or its delegate. The Board may by written resolution delegate any of the Company’s powers under the Plan and any such delegations may provide for subdelegations, also by written resolution.
     Section 8.09. Plan Representatives. Those authorized to act as Plan representatives will be designated in writing by the Board or its delegate.
     Section 8.10. Construction. The Plan shall be construed and interpreted to comply with section 409A of the Internal Revenue Code. Notwithstanding Section 8.01 above, the Company reserves the right to amend the Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of the Plan in light of section 409A and any regulations or other guidance promulgated thereunder.



Change In Control Benefits
     Section A.01. In General. This Appendix provides for accelerated vesting of benefits in the event of a Change of Control.
     Section A.02. Change In Control. Except as provided in Sections A.03 and A.04, a Change in Control occurs under any of the following circumstances:
     (a) Any “person” as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or any successor provisions, other than a trustee or other fiduciary holding securities under any other employee benefit plan of the Company or an Affiliate, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act or any successor provisions), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities (unless the event causing the fifteen percent (15%) threshold to be crossed is an acquisition of securities directly from the Company).
     (b) During any period of two consecutive years, “Continuing Directors”, as described in (2), cease for any reason to constitute at least a majority of the Board.
          (1) The period of two consecutive years does not include any period prior to the adoption of this Plan on March 19, 1997.
          (2) The term “Continuing Directors”, for purposes of this Appendix, means:
               (A) individuals who at the beginning of the two-consecutive-year period constitute the Board, and
               (B) any new director whose nomination by the Board or election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-consecutive-year period or whose election or nomination for election was previously so approved. This clause (B) does not include a director designated by a person who has entered into an agreement with the Company to effect a transaction described in (a) or (c) of this Section.
     (c) The shareholders of the Company approve a merger or consolidation of the Company with any other corporation, but only if the transaction closes or is otherwise effectuated. This subsection (c) does not cover a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation.



     (d) The shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition of the Company or all or substantially all of the Company’s assets, but only if the transaction closes or is otherwise effectuated.
     Section A.03. Override by Board. Transactions described in the previous Section do not constitute Changes in Control if, immediately prior to the change in ownership, merger, consolidation, sale or other disposition, liquidation or change in the Board, the Board shall pass a resolution approved by a vote of the majority of the Continuing Directors to the effect that it has determined that such transaction does not constitute a Change in Control within the intention of this definition. In addition, if a Change in Control has occurred, no subsequent event shall result in another Change in Control.
     Section A.04. February, 1998 Vote. No Change in Control will be deemed to have occurred by virtue of the vote of shareholders on February 26, 1998 to merge with Lockheed Martin Corporation unless and until that merger closes.
     Section A.05. Vesting at Change in Control. Any Participant serving as an Outside Director at the time of a Change in Control will immediately become entitled to Change in Control benefits under Section 5.03. Actual payment of benefits will not commence until termination of his or her service in accordance with Section 7.01.
     Section A.06. Limitation on Amendment Authority. The Plan may not be amended, terminated, or otherwise modified or interpreted to eliminate, reduce or defer Change in Control benefits with respect to the circumstances described in Section A.02(c) or (d), between the date of the shareholder vote and the closing or other effectuation of the transaction. This Section is not intended to reduce the Board’s authority under Section A.03.