EXHIBIT 10(v)
TRW INC.
KEY EXECUTIVE LIFE INSURANCE PLAN
1. PURPOSE
The purpose of the TRW Inc. Key Executive Life Insurance Plan (the
"Plan") is to create a plan under which TRW Inc. ("TRW") can assist
certain of its Executives and those of its subsidiaries and affiliates
in acquiring life insurance coverage.
2. DEFINITIONS
For purposes of this Plan, the following terms have the meanings set
forth below:
2.01 AGREEMENT means the Agreement executed by a Participant
implementing the terms of this Plan.
2.02 ALTERNATIVE DEATH BENEFIT AMOUNT means, with respect to a
Participant, an amount which, after subtracting any TRW federal,
state, and local income tax savings resulting from the
deductibility of the payment for corporate tax purposes, is equal
to the Participant's Coverage Amount. The Alternative Death
Benefit Amount shall be determined at the time the payment is to
be made, based on TRW's federal, state and local income tax rate
(calculated at the highest marginal tax rate then applicable to
TRW but net of any federal deduction for state and local taxes)
at the time of the payment, and shall be determined by TRW.
2.03 ASSIGNEE means that person or entity to whom the Participant has
assigned his interest in the Policy by designating such Assignee
on forms provided by TRW. If the Participant's Policy is a
Survivorship Policy and if the Participant has not specifically
designated an Assignee, then, after the Participant's death, if
the Co-insured survives, the Assignee shall be that person or
entity who succeeds to the Participant's interest in the
Participant's Policy after the death of the Participant.
2.04 CHANGE IN CONTROL means a Change in Control of TRW, as such term
is defined from time to time in the Amended and Restated
Employment Continuation Agreement between TRW and its Chief
Executive Officer.
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2.05 CO-INSURED means the individual designated by the Participant
pursuant to Section 4 as a co-insured under a Survivorship Policy
issued pursuant to the Plan.
2.06 COMMITTEE means the Compensation and Stock Option Committee of
the Directors of TRW.
2.07 COVERAGE AMOUNT means the insurance death benefit amount
indicated in the Participant's Agreement.
2.08 EFFECTIVE DATE means February 7, 1996.
2.09 ELIGIBLE POSITION means a position reporting directly to the
Chief Executive Officer or a position designated as an Eligible
Position by the Chairman of TRW.
2.10 EXECUTIVE means an employee of TRW (or of any subsidiary or
affiliate of TRW which is designated by the Plan Administrator to
participate in this Plan) who the Plan Administrator determines
is eligible to participate in the Plan.
2.11 INSURER means, with respect to a Participant's Policy, the
insurance company issuing the Policy on the Participant's life
(or on the lives of the Participant and a Co-insured, if a
Survivorship Policy is used) pursuant to the provisions of the
Plan.
2.12 PARTICIPANT means an eligible Executive who elects to participate
in the Plan.
2.13 PERMANENT POLICY means a Participant's Policy which is projected
to have Policy cash values at least equal to the Participant's
Coverage Amount when the Participant reaches age 95 or, in the
case of a Survivorship policy, the younger insured reaches age
100 (the Maturity Date), and Policy death benefits equal to at
least 175% of the Participant's Coverage Amount at all times to
the Maturity Date, considering premiums paid prior to the time
the determination is made, as well as future projected premiums.
The determination shall be made by TRW based on projections
provided by the Insurer or its agent. Projections shall be based
on then current mortality charges and the lower of: (i) the
dividend or interest crediting rate applicable to the Policy at
the
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time the determination is made, or (ii) the monthly average of
the applicable Policy dividend or interest crediting rate for the
thirty-six (36) months immediately preceding the time of
determination (or the monthly average for such shorter period as
data is available, if it is not available for the full thirty-six
(36) months).
2.14 PLAN ADMINISTRATOR means with respect to a member of the
Management Committee of TRW, the Committee. For all other
Executives, the Plan Administrator means the Chief Executive
Officer of TRW.
2.15 POLICY means the life insurance coverage acquired on the life of
the Participant (or on the lives of the Participant and a Co-
insured, in the case of a Survivorship Policy) by the owner of
the Policy.
2.16 POLICY SURRENDER VALUE means, with respect to a Participant's
Policy, the actual cash surrender value of the Policy, net of any
applicable surrender charges, which would be available upon a
complete surrender of the Policy.
2.17 PREMIUM means, with respect to a Participant's Policy, the amount
paid to the Insurer with respect to a Participant's Policy.
2.18 SURVIVORSHIP POLICY means a Policy insuring the lives of the
Participant and a Co-insured, with the death benefit payable at
the death of the last survivor of the Participant and the Co-
insured.
2.19 TERMINATED FOR CAUSE means a determination made by the Directors
of TRW, at a hearing which the Participant may attend, that a
Participant has been terminated for cause, as that term is
defined in any written employment agreement existing between TRW
(or any subsidiary or affiliate of TRW) and the Participant;
absent any such agreement, or absent a definition of the term in
the agreement, the term shall mean the termination of the
Participant's employment with TRW (or any subsidiary or affiliate
of TRW) due to: (i) fraud, misappropriation or intentional
material damage to the property or business of TRW (or any
subsidiary or affiliate of TRW); (ii) commission of a felony; or
(iii) continuance of either willful and repeated failure or
grossly negligent and repeated failure by the Participant to
perform his duties.
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2.20 VESTED EXECUTIVE means an Executive who is age 55 or older, who
has five or more Years of Service and who has been in an Eligible
Position for at least three years; provided, that in the sole
discretion of, and by written action of, the Plan Administrator,
an Executive who is not age 55, who has fewer than five Years of
Service and/or who has not been in an Eligible Position for at
least three years may be designated a Vested Executive for the
limited purpose of this Plan. Notwithstanding the foregoing, an
Executive will not be treated as a Vested Executive if the
Executive is Terminated for Cause.
2.21 YEAR OF SERVICE shall have the definition specified in the TRW
Salaried Pension Plan, but shall in any case include any period
of time during which a Participant is receiving benefits under
TRW's Long Term Disability Plan or is on an approved medical
leave.
3. ELIGIBILITY AND COVERAGE AMOUNT
The eligibility of an Executive, as well as the applicable Coverage
Amount, will be determined by the Plan Administrator.
If, during the insurance application and underwriting process, it is
determined that the Executive's health is such that the cost of the
insurance would be prohibitive, the Plan Administrator may, in its
sole discretion, determine that the Executive will not be eligible to
participate in the Plan, provide a reduced Coverage Amount, or take
any other action it deems appropriate.
4. TYPE OF COVERAGE
A Participant may elect single life coverage on the Participant's
life, or survivorship coverage on the joint lives of the Participant
and any other person (subject to any requirements imposed by the
Insurer with respect to the person(s) who may be designated as a Co-
Insured). Once elected by the Participant, the type of coverage and
the Co-Insured cannot be changed without the consent of the Plan
Administrator.
5. PAYMENT OF PREMIUMS
5.01 TRW PAYMENTS. Subject to Sections 7.01, 7.02, 12.01 and 12.02,
TRW shall pay all Policy Premiums necessary to maintain the
Policy death benefit at a level at least equal to the
Participant's Coverage Amount.
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5.02 PARTICIPANT PAYMENTS. Unless otherwise provided in a
Participant's Agreement, a Participant shall not be required to
pay any portion of the Premium due on the Participant's Policy.
6. POLICY OWNERSHIP
6.01 OWNERSHIP. TRW shall be the owner of a Participant's Policy and
shall be entitled to exercise the rights of ownership, except
that the following rights shall be exercisable by the Participant
(or Assignee): (i) the right to designate the beneficiary or
beneficiaries to receive payment of the portion of the death
benefit under the Participant's Policy equal to the Coverage
Amount; and (ii) the right to assign any part or all of the
Participant's rights under the Policy to any person, entity or
trust by the execution of a written instrument prescribed by TRW
which is delivered to TRW. Also, except as provided in
Section 7, TRW shall not borrow from, hypothecate, surrender in
whole or in part, cancel, or in any other manner encumber a
Participant's Policy without the prior written consent of the
Participant's Assignee or, if there is no Assignee, the
Participant.
6.02 POSSESSION OF POLICY. TRW shall keep possession of the Policy.
TRW agrees to make the Policy available to the Participant (or
Assignee) or to the Insurer at such times as, and on such terms
as, TRW determines for the sole purposes of endorsing or filing
any change of beneficiary or assignment on the Policy.
7. TERMINATION EVENTS
7.01 TERMINATION EVENTS. Except as provided in Section 7.02, TRW's
obligation to pay Premiums with respect to a Participant's Policy
shall terminate:
a. Automatically upon the death of the Participant (or the
death of the last survivor of the Participant and the
Co-insured, if the Policy is a Survivorship Policy).
b. Automatically upon a Participant's Termination for Cause.
c. Upon the written action of the Plan Administrator, if the
Participant terminates employment with TRW (or any
subsidiary or affiliate of TRW) and such termination is not
a Termination for Cause.
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d. Automatically should a Participant provide services above a
de minimis level and without TRW's consent to an entity
deemed a competitor of TRW's at any time following three
years within the Participant's termination of employment.
For purposes of this subsection, an entity will be deemed a
competitor if that entity and TRW could not have
interlocking directors under 15 U.S.C. Section 19, as the
same may be amended from time to time.
e. Upon the mutual agreement of TRW and the Participant's
Assignee (or the Participant, if there is no Assignee).
7.02 IRREVOCABLE OBLIGATION. Notwithstanding any other provision of
the Plan, (i) TRW's obligation to pay Policy Premiums for a
Participant who meets the requirements for a Vested Executive
shall be irrevocable while such person is employed by TRW and
shall remain irrevocable thereafter, unless such Participant
fails to meet the definition of Vested Executive as a result of
his being Terminated for Cause or unless the provisions of
Section 7.01 (d) apply; and (ii) TRW's obligation to pay Policy
Premiums for a Participant who obtains an irrevocable right
pursuant to the provisions of Section 9 hereof relating to Change
in Control shall thereafter be irrevocable.
7.03 ALLOCATION OF DEATH BENEFIT. In the event of a termination due
to the death of the Participant (or the death of the last
survivor of the Participant and the Participant's Co-insured, if
the Policy is a Survivorship Policy), the death benefit under the
Participant's Policy shall be divided as follows:
a. The beneficiary or beneficiaries of the Participant (or
Assignee) shall be entitled to receive an amount equal to
the Coverage Amount.
b. TRW shall be entitled to receive the excess of the death
benefit.
▇▇▇ agrees to execute an endorsement to the Policy issued to it
by the Insurer providing for the division of the death benefit in
accordance with the provisions of this Section.
Notwithstanding the provisions of this Section, if the Policy
death benefit becomes payable while there is an Alternative Death
Benefit Election in
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effect for the Participant pursuant to Section 8, then the entire
Policy death benefit shall be paid to TRW.
7.04 DISPOSITION OF POLICY. If a Participant's Agreement terminates
under Section 7.01(c) or (e), the Participant's Assignee (or the
Participant, if there is no Assignee) may acquire the
Participant's Policy from TRW by paying TRW an amount equal to
the Policy Surrender Value (or any lesser amount determined by
the Plan Administrator). In order to exercise this right, the
person entitled to exercise the right shall notify TRW, in
writing, of the intention to exercise the option to purchase the
policy within sixty (60) days following the event of termination.
If TRW is so notified, TRW shall, within thirty (30) days after
being notified, provide a written notice to the Assignee (or
Participant, if there is no Assignee) indicating the payment
amount required. Within thirty (30) days after receiving such
notice from TRW, the Assignee (or Participant, if there is no
Assignee) shall make the required payment to TRW. If the payment
is not made within the required time, the right to acquire the
Policy shall terminate. If the required payment is received on a
timely basis, TRW shall submit to the Insurer, within ten (10)
business days after receiving the payment, the forms required to
transfer the Policy ownership to the Assignee (or Participant, if
there is no Assignee). If the Assignee (or Participant, if there
is no Assignee) does not exercise his or her rights to acquire
the Participant's Policy, the Assignee's (or Participant's)
rights under the Plan shall terminate, and TRW may, thereafter,
take any action it deems appropriate with respect to the
Participant's Policy, free from any restrictions or limitations
imposed by the Plan.
8. ALTERNATIVE DEATH BENEFIT ELECTION
A Participant (or the Participant's Assignee, if the Participant has
assigned his or her Policy interest) may elect to receive an
Alternative Death Benefit in lieu of the insurance benefit provided
under the Plan. The Alternative Death Benefit shall be paid by TRW
from the general funds of TRW, and shall not constitute an insurance
benefit. It shall be paid by TRW to the Participant's (or Assignee's)
beneficiary at the time the Participant's insurance benefit would have
been paid (at the Participant's death for single life coverage, or at
the death of the survivor of the Participant and the Participant's Co-
Insured for survivorship coverage). The amount of the payment shall
be equal to the Alternative Death Benefit
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Amount. As long as an Alternative Death Benefit Election is in
effect, the beneficiary or beneficiaries of the Participant (or
Assignee) shall receive the Alternative Death Benefit only, and shall
not be entitled to receive any portion of any death benefits which
become payable under the Participant's Policy, and the Participant (or
Assignee) shall cooperate with TRW in effecting a change of
beneficiary of the Participant's Policy to achieve such result.
An election under this Section may be revoked. Any election (or
revocation of an election) shall be in writing and shall be effective
when received by TRW. A Participant (or Assignee) shall not be
limited in the number of times an Alternative Death Benefit Election
can be made (or revoked).
9. CHANGE IN CONTROL
If there is a Change in Control:
a. the Plan and TRW's obligation to pay Policy Premiums hereunder
shall become irrevocable for all Participants in the Plan at the
time of the Change in Control;
b. TRW shall immediately transfer the ownership of all Participants'
Policies to an irrevocable trust to: 1) pay any premiums
projected to be payable on all Participants' Policies after the
Change in Control, in order to qualify each Participant's Policy
as a Permanent Policy, and 2) pay any Alternative Death Benefit
which becomes payable under Section 8 of this Plan; and
c. TRW shall immediately fund such irrevocable trust with an amount
sufficient to pay all necessary projected future premiums for all
Participants' Policies in order to qualify each Participant's
Policy as a Permanent Policy.
Notwithstanding the creation and funding of an irrevocable trust in
accordance with the provisions of this Section, TRW, or its successor,
shall continue to be responsible for the premium costs associated with
the Participants' Policies and any Alternative Death Benefits payable
under Section 8 if such amounts are not paid by the trust for any
reason, or if the trust's assets become insufficient to pay any
required amounts.
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10. GOVERNING LAWS & NOTICES
10.01 GOVERNING LAW. This Plan shall be governed by and construed
in accordance with the substantive law of the State of Ohio
without giving effect to the choice of law rules of the
State of Ohio.
10.02 NOTICES. All notices hereunder shall be in writing and sent
by first class mail with postage prepaid. Any notice to TRW
shall be addressed to the Attention of the Secretary at TRW
Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. Any
notice to the Participant (or Assignee) shall be addressed
to the Participant (or Assignee) at the address following
such party's signature on his Agreement. Any party may
change the address for such party herein set forth by giving
written notice of such change to the other parties pursuant
to this Section.
11. MISCELLANEOUS PROVISIONS
11.01 This Plan and any Agreement executed hereunder shall not be
deemed to constitute a contract of employment between an
Executive and TRW or a Participant and TRW, nor shall any
provision restrict the right of TRW to discharge an
Executive or Participant, or restrict the right of an
Executive or Participant to terminate employment.
11.02 The masculine pronoun includes the feminine and the singular
includes the plural where appropriate.
11.03 In order to be eligible to participate in this Plan, the
Participant and any person proposed as a Co-Insured shall
cooperate with the Insurer by furnishing any and all
information requested by the Insurer in order to facilitate
the issuance of the Policy, including furnishing such
medical information and taking such physical examinations as
the Insurer may deem necessary. In the absence of such
cooperation, TRW shall have no further obligation to the
Participant to allow him to begin participation in the Plan.
11.04 If a Participant (or a Co-insured, if the Participant's
Policy is a Survivorship Policy) commits suicide within two
years of the Participant Policy's issue, or if the
Participant (or Co-insured, if the Participant's Policy is
a Survivorship Policy) makes any material misstatement of
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information or nondisclosure of medical history and dies
within two years of the Participant's Policy's issue, then
no benefits will be payable to the beneficiary of such
Participant (or of the Participant's Assignee, where
applicable).
12. AMENDMENT, TERMINATION, ADMINISTRATION, AND SUCCESSORS
12.01 AMENDMENT. This Plan may be modified or amended by TRW at
any time, but an amendment which affects the rights,
benefits or obligations of a Participant (or his Assignee)
for whom TRW's obligation to pay premiums has become
irrevocable under Section 7.02 will not apply to such
Participant (or his Assignee) unless such Participant (or
his Assignee) consents, in writing, to the amendment.
12.02 TERMINATION. The Directors of TRW may terminate the Plan at
any time, but no such termination shall affect the rights,
benefits or obligations of a Participant (or his Assignee)
for whom TRW's obligation to pay premiums has become
irrevocable under Section 7.02 unless such Participant (or
his Assignee) consents, in writing, to such termination.
12.03 ADMINISTRATION. This is a life insurance plan maintained
for the benefit of selected employees of TRW Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and any of its
subsidiaries or affiliates as determined by the Plan
Administrator. TRW's Employer Identification Number is
▇▇-▇▇▇▇▇▇▇ and the plan number of this Plan is 552. This
Plan shall be administered by the Plan Administrator, whose
address is TRW Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, Attention: Secretary. The Plan Administrator shall
have the authority to make, amend, interpret, and enforce
all rules and regulations for the administration of the Plan
and decide or resolve any and all questions, including
interpretations of the Plan, as may arise in connection with
the Plan in the Plan Administrator's sole discretion. In
the administration of this Plan, the Plan Administrator may,
from time to time, employ agents and delegate to them or to
others (including Executives) such administrative duties as
it sees fit. The Plan Administrator may from time to time
consult with counsel, who may be counsel to TRW. The
decision or action of the Plan Administrator (or its
designee) with respect to any question arising out of or in
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connection with the administration, interpretation and
application of this Plan shall be final and conclusive and
binding upon all persons having any interest in the Plan.
TRW shall indemnify and hold harmless the Plan Administrator
and any Executives to whom administrative duties under this
Plan are delegated, against any and all claims, loss,
damage, expense or liability arising from any action or
failure to act with respect to this Plan, except in the case
of gross negligence or willful misconduct by the Plan
Administrator.
12.04 SUCCESSORS. The terms and conditions of this Plan shall
inure to the benefit of and bind TRW and the Participant and
their successors, assignees, and representatives.
13. CLAIMS PROCEDURE; PLAN INFORMATION
13.01 NAMED FIDUCIARY. The Plan Administrator is hereby
designated as the named fiduciary under this Plan. The
named fiduciary shall have authority to control and manage
the operation and administration of this Plan.
13.02 CLAIMS PROCEDURES. Any controversy or claim arising out of
or relating to this Plan shall be filed with the Plan
Administrator, TRW Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇, Attention: Secretary. The Plan Administrator shall
make all determinations concerning such claim. Any decision
by the Plan Administrator denying such claim shall be in
writing and shall be delivered to all parties in interest in
accordance with the notice provisions of Section 10.02
hereof. Such decision shall set forth the reasons for
denial in plain language. Pertinent provisions of the Plan
shall be cited and, where appropriate, an explanation as to
how the claimant can perfect the claim will be provided.
This notice of denial of benefits will be provided within 90
days of the Plan Administrator's receipt of the claimant's
claim for benefits. If the Plan Administrator fails to
notify the claimant of its decision regarding the claim, the
claim shall be considered denied, and the claimant shall
then be permitted to proceed with the appeal as provided in
this Section.
A claimant who has been completely or partially denied a
benefit shall be entitled to appeal this denial of his/her
claim by filing a written
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statement of his/her position with the Plan Administrator no
later than sixty (60) days after receipt of the written
notification of such claim denial. The Plan Administrator
shall schedule an opportunity for a full and fair review of
the issue within thirty (30) days of receipt of the appeal.
The decision on review shall set forth specific reasons for
the decision, and shall cite specific references to the
pertinent Plan provisions on which the decision is based.
Following the review of any additional information submitted
by the claimant, either through the hearing process or
otherwise, the Plan Administrator shall render a decision on
the review of the denied claim in the following manner:
a. The Plan Administrator shall make its decision
regarding the merits of the denied claim within 60 days
following receipt of the request for review (or within
120 days after such receipt, in a case where there are
special circumstances requiring extension of time for
reviewing the appealed claim). The Plan Administrator
shall deliver the decision to the claimant in writing.
If an extension of time for reviewing the appealed
claim is required because of special circumstances,
written notice of the extension shall be furnished to
the claimant prior to the commencement of the
extension. If the decision on review is not furnished
within the prescribed time, the claim shall be deemed
denied on review.
b. The decision on review shall set forth specific reasons
for the decision, and shall cite specific references to
the pertinent Plan provisions on which the decision is
based.
13.03 AGENT FOR SERVICE OF PROCESS. The agent for service of
process on the Plan shall be the Secretary, TRW Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. Service of legal
process may also be made upon the Plan Administrator at the
same address.
13.04 PLAN YEAR. The plan year of the Plan shall be the calendar
year.
13.05 ERISA RIGHTS. As a participant in the Plan, you are entitled
to examine, without charge at the Plan Administrator's
office, all Plan documents filed for the Plan with the U. S.
Department of Labor, such
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as annual reports, and obtain copies of all Plan documents
and other Plan information upon written request to the Plan
Administrator. The Plan Administrator may make a reasonable
charge for the copies. You are entitled to receive a
summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each Participant
with a copy of this summary annual report. In addition to
creating rights for Plan Participants, ERISA imposes
obligations upon the persons who are responsible for the
operation of the employee benefit plan. These persons are
referred to as "fiduciaries" in the law. Fiduciaries must
act in the interest of the Plan Participants and do so
prudently. Fiduciaries who violate ERISA may be removed and
required to make good any losses they have caused the Plan.
Your employer may not fire you or discriminate against you
to prevent you from obtaining a benefit or exercising your
rights under ▇▇▇▇▇. If you are improperly denied a benefit
in full or in part, you have a right to file suit in a
federal or state court. You may also file suit in federal
court if any Plan documents or any other materials you
requested are not received within 30 days of your written
request, and the court may require the Plan Administrator to
pay up to $100 for each day's delay until the materials are
received, unless the failure was beyond the control of the
Plan Administrator. If Plan fiduciaries are misusing the
plan's money, or if you are discriminated against for
asserting your rights, you have the right to file suit in
federal court or request assistance from the U. S.
Department of Labor. The court will decide who should pay
court costs and legal fees. If you are successful in your
lawsuit, the court may, if it so decides, require the other
party to pay your legal costs, including attorney's fees.
If you lose, the court may order you to pay these costs and
fees if, for example, it finds your claim is frivolous. If
you have any questions about this statement or your rights
under ERISA, you should contact the Plan Administrator or
the nearest Area Office of the U. S. Labor-Management
Service Administration, Department of Labor.
