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EXHIBIT 10(c)
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DIRECTOR TRANSFERABLE NONQUALIFIED
STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
1. PURCHASE RIGHTS
This option cannot be exercised before the first anniversary of the date of
grant. After that date, you will be entitled to purchase all of the shares
covered by this option.
Notwithstanding the foregoing, in the event of the termination of your service
as a Director due to your death, your permanent disability, your retirement or
in the event of a change in control of TRW Inc. ("TRW"), this option will
immediately become exercisable in respect of all of the shares covered by this
grant. For purposes of this agreement, a change in control is defined in
resolutions adopted by the Compensation and Stock Option Committee of the
Directors of TRW on July 26, 1989, which, in summary, provide that a change in
control is a change occurring (a) by virtue of TRW's merger, consolidation or
reorganization into or with, or transfer of assets to, another corporation or
(b) by virtue of a change in the majority of the Directors of TRW during any
two-year period unless the election of each new Director was approved by a
two-thirds vote of the Directors in office at the beginning of such period or
(c) through the acquisition of shares representing 20% or more of the voting
power of TRW or (d) through any other change in control reported in any filing
with the Securities and Exchange Commission; provided, however, that no change
in control is deemed to have occurred by the acquisition of shares, or any
report of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored
employee benefit plan. The language of the resolutions controls over this
summary language.
2. EXERCISE IN WHOLE OR PART
To the extent this option has become exercisable, you may purchase on any date
or dates all or any part of the shares which you are then entitled to purchase.
However, no fractional shares may be purchased.
3. TERM OF OPTION
To the extent this option has become exercisable in accordance with paragraph 1
above, it may be exercised by you at any time during the 10-year period
beginning on the date of grant. To the extent this option remains unexercised at
the end of the 10-year period, your unexercised purchase rights will terminate.
4. PAYMENT OF OPTION PRICE
The option price shall be payable at the time of exercise. The option price
shall be paid at the Office of Secretary at TRW's corporate headquarters or at
any other place designated by the Secretary. The option price may be paid in
cash, by delivery of full shares of TRW Common, by a cashless exercise, or in
any combination of the foregoing, in accordance with such procedures and subject
to such further conditions as the Secretary of TRW may establish from time to
time. Notwithstanding the foregoing, the Compensation Committee of TRW at any
time may suspend or terminate your right to pay any or all of the option price
in shares of TRW Common. Cash payments shall be made in United States dollars.
Shares delivered in payment of the option price shall be valued at their fair
market value on the date of exercise. For purposes of this option, "fair market
value" is the average of the high and low sales prices of a share of TRW Common
on the date of exercise on the New York Stock Exchange Composite Transactions
Listing as reported in the Midwest edition of The Wall Street Journal (or if
there are no sales on such date, then the closing sale price on such Listing on
the nearest date before the date of exercise) or such other method or procedure
for determining fair market value as the Compensation Committee of TRW in its
sole discretion may determine.
For purposes of this option, the "date of exercise" is the date on which written
notice, accompanied by the option price, is received by the Secretary of TRW or
his designee that you have elected to exercise all or part of this option.
5. TAXES
Upon any exercise of this option, TRW may withhold delivery of certificates for
the purchased shares until you make arrangements satisfactory to TRW to pay any
withholding, transfer or other taxes due as a result of such exercise. You may
elect, in accordance with applicable regulations of the Compensation Committee
of TRW, to pay a portion or all of the amount of required withholding taxes in
cash, through a cashless exercise or in shares of TRW Common, either by
delivering to TRW previously held shares of TRW Common or by having shares of
TRW Common withheld from the shares purchased hereunder.
6. SECURITIES LAWS
This option shall not be exercisable if such exercise would violate any federal
or state securities law. TRW will use its best efforts to make such filings and
initiate such proceedings as may be necessary to prevent such violations unless
the Directors of TRW determine, in their sole discretion, that such filings or
proceedings would result in undue expense or hardship for TRW. TRW may place
appropriate legends on the certificates for the optioned shares, give
stop-transfer instructions to its transfer agents or take any other action to
achieve compliance with those laws in connection with any exercise of this
option or your resale of the optioned shares.
7. TRANSFERABILITY
This option is not transferable except (a) by will or the laws of descent and
distribution, or (b) by gift to any member of your immediate family, to a trust
for the benefit of an immediate family member, or to a partnership whose
beneficiaries are members of your immediate family; provided, however, that
there may be no consideration for any such transfer. For purposes of this
agreement, "immediate family member" shall mean your spouse,
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children and grandchildren. Notwithstanding any transfer of this option pursuant
to clause (b) of this Section 7, you will continue to be solely responsible for
the taxes described in Section 5 of this agreement.
Any option transferred pursuant to the terms of this Section 7 shall continue to
be subject to the same terms and conditions as were applicable immediately prior
to the transfer.
8. ADJUSTMENTS
The Compensation Committee of TRW may make such adjustments in the option price
and in the number or kind of shares of TRW Common or other securities covered by
this option as it in its sole discretion may determine are equitably required to
prevent dilution or enlargement of your rights that would otherwise result from
any stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of TRW, merger, consolidation,
reorganization, partial or complete liquidation or other corporate transaction
or event having an effect similar to any of the foregoing.
9. MISCELLANEOUS
This stock option is subject to all the terms and conditions of the TRW plan
pursuant to which it is granted. The Compensation Committee of TRW has authority
to interpret and construe any provision of this instrument and the TRW plan
pursuant to which this stock option is granted, and any such interpretation and
construction shall be binding and conclusive. Any reference in this option to
the Directors of TRW includes the Executive Committee of the Directors.
