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Exhibit 10(b)
April 21, 1997
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇,
The following will confirm the changes we have agreed to in the severance
agreement dated February 25, 1997, which you signed on March 3, 1997
(hereinafter referred to as "the Agreement"):
1. The first sentence of the paragraph entitled "Benefits," on page 4 of
the Agreement is amended as follows:
"Until the date of termination of your employment, all benefits and
perquisites you currently have shall continue, except that at such time
as you discontinue providing services to TRW or one of its
subsidiaries, you will participate in non-qualified SRIP and BEP.
Continuing as Chairman of TRW Investment Management Company and
assuming the responsibilities thereunder shall be deemed `providing
services'."
2. In the Pension section, the first sentence in the last partial
paragraph on page 8 of the Agreement is amended as follows:
"In no event will your benefit service under the qualified SSP or under
the nonqualified plans extend beyond your retirement date."
3. Notwithstanding anything else in the Agreement, if you choose to retire
earlier than March 1, 1999 or if you accept full-time employment (not
meant to include voluntary or consulting efforts) outside of TRW prior
to March 1, 1999, the following provisions will apply:
a. If you accept employment elsewhere, you must retire on the
first day of the month following your first day of employment
elsewhere (the "Early Retirement Date").
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April 21, 1997
Page 2
b. If you choose to retire earlier than March 1, 1999 (without
employment elsewhere), you must retire on the first day of the
month following your written notice to TRW indicating your
desire to retire (this date shall also be deemed the "Early
Retirement Date"). Your Early Retirement Date shall be deemed
your "termination of employment" under the Agreement.
c. If your Early Retirement Date occurs before March 1, 1999, you
will immediately receive in a lump sum (with appropriate
withholding) the base salary, OIP bonuses (at target) and SIP
payment you would otherwise had received if you had remained
employed until March 1, 1999, with the salary and bonuses you
would have received between (i) the later of June 1, 1998, and
your Early Retirement Date and (ii) March 1, 1999, offset by
the base salary and bonus, if any, you would expect to receive
from your new employer during such period. For purposes hereof
the SIP payment is equal to a cash payment of 20,000 shares
(as adjusted) times the average of the high and low price of
TRW stock on the last trading day prior to your Early
Retirement Date.
d. In addition, if you retire on or before February 1, 1998, you
will receive a payment of $800,000 (subject to withholding)
and if you retire on or before February 1, 1999, such payment
will be $400,000 (subject to withholding).
e. If you die before your Retirement Date, your executor or
designated beneficiary shall receive the payment described in
(c) above as though you had remained alive and retired on the
first day of the month following your death. For purposes of
TRW's benefit plans you shall have been deemed to die while
employed.
f. Upon your Early Retirement Date, you will receive one
additional full calendar year of Ayco services (unless
provided by the new employer) and 60 days of office and
secretarial services.
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April 21, 1997
Page 3
g. The section entitled "Early Retirement" on pages 9 and 10 of
the Agreement is hereby deleted.
4. Notwithstanding anything in the Agreement, when you retire, you may
purchase your Company Car for $1.00. You understand that the difference
between the car's fair market value and $1.00 shall be deemed imputed
taxable income to you.
If this represents the agreement between TRW and you, please indicate by signing
below.
Sincerely,
TRW INC.
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Executive Vice President
Accepted and agreed to this 22nd day of April 1997
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Approved and agreed to this 30th day of April, 1997
Compensation and Stock Option Committee
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Chairman
