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EXHIBIT 10(a)
[TRW LOGO]
U.S. LONG-TERM RESTRICTED STOCK AGREEMENT
TERMS AND CONDITIONS
1. GENERAL
The shares of TRW Inc. Common Stock issued to you pursuant to this Agreement
shall be subject to the terms and conditions described herein. These shares will
be issued pursuant to the 2000 TRW Long-Term Incentive Plan and are referred to
herein as the "Long-Term Restricted Stock."
2. VESTING
The shares of Long-Term Restricted Stock issued pursuant to this Agreement will
vest in two installments as follows: (i) 40 percent of the shares, rounded down
to the nearest whole share, on the fourth anniversary of the date of grant and
(ii) the remaining 60 percent of the shares on your 62nd birthday; provided
that, in each case, you have been continuously employed in active status,
providing services to TRW Inc. ("TRW"), from the date of grant through and
including the applicable vesting date. On the applicable vesting date, all
restrictions on transferability of such shares and the risk of forfeiture of
such shares (together, the "restrictions") shall lapse.
Notwithstanding the foregoing, the shares of Long-Term Restricted Stock issued
pursuant to this Agreement will vest and all restrictions thereon will lapse
immediately in respect of all of the shares covered by this Agreement in the
event of the termination of your employment in the following circumstances:
(a) your death; or
(b) your disability for a period of more than twelve months (as defined in
the TRW U.S. Long-Term Disability Plan).
3. TERMINATION OF EMPLOYMENT
To the extent the shares of Long-Term Restricted Stock issued pursuant to this
Agreement have not vested in accordance with Section 2 above, the voluntary or
involuntary termination of your employment for any reason (except your death or
disability as set forth in Section 2 above) will result in the forfeiture of
such shares. Upon notice of termination of your employment, all unvested shares
of Long-Term Restricted Stock issued pursuant to this Agreement will be
automatically and immediately forfeited. Such shares may not be continued or
replaced with cash or other consideration as a provision of any termination,
severance, retention or other agreement TRW may enter into with you in
connection with the termination of your employment.
Further, if the Directors of TRW find that you intentionally committed an act,
which act is inimical to the interests of TRW or a subsidiary, your unvested
shares of Long-Term Restricted Stock will be automatically forfeited as of the
time you committed such act, as determined by the Directors.
For purposes of this Agreement, involuntary termination shall be deemed to
include, but shall not be limited to, terminations that are the result of
individual performance, workforce reductions, reorganizations or divestitures.
4. DIVIDENDS; VOTING RIGHTS
Subject to the risk of forfeiture, from and after the date of issuance of the
shares of Long-Term Restricted Stock pursuant to this Agreement until such time
as such shares shall be forfeited or all restrictions thereon shall lapse, each
in accordance with the terms of this Agreement, you will be entitled to all of
the rights of ownership of fully-paid and nonassessable TRW Common Stock,
including but not limited to voting rights and rights to receive dividends (if
and as declared and paid), with respect to all shares of Long-Term Restricted
Stock issued to you pursuant to this Agreement.
5. TAXES
TRW may withhold delivery of certificates for the shares to be issued pursuant
to this Agreement until you make arrangements satisfactory to TRW to pay any
withholding, transfer or other taxes due as a result of the issuance of such
shares. 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 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 issued hereunder.
6. SECURITIES LAWS
TRW may place appropriate legends on the certificates for the shares of
Long-Term Restricted Stock issued pursuant to this Agreement, give stop-transfer
instructions to its transfer agents or take any other action to achieve
compliance with applicable federal and state securities laws in connection with
the issuance of the shares of Long-Term Restricted Stock pursuant to this
Agreement or your resale of such shares.
7. TRANSFERABILITY
Until such time as the restrictions shall lapse, shares of Long-Term Restricted
Stock issued pursuant to this Agreement are not transferable other than by will
or the laws of descent and distribution.
8. LEAVES OF ABSENCE
If you take a leave of absence for illness, military or governmental service or
other reasons, and such leave has been specifically approved by the Chairman of
the Board or the President of TRW for purposes of this Agreement, then such
leave will not be treated as an interruption of your employment.
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9. CERTAIN DEFINITIONS
For purposes of this Agreement, employment with a subsidiary will be treated as
equivalent to employment with TRW itself, and your continuous employment will
not be deemed to be interrupted by reason of your transfer among TRW and its
subsidiaries. "Subsidiary" means a corporation or other entity in an unbroken
chain of entities beginning with TRW if each of the entities other than the last
entity in the unbroken chain owns stock or other ownership interests possessing
50% or more of the total outstanding combined voting power of all classes of
stock or other interests in the next entity in the chain. "Subsidiary" also
means, if not covered by the definition of subsidiary in the preceding sentence
and if specifically approved by the Chairman of the Board of TRW with respect to
this Agreement, a corporation or other entity in which TRW has a direct or
indirect ownership interest.
10. MISCELLANEOUS
By accepting the shares of Long-Term Restricted Stock issued pursuant to this
Agreement, you understand and agree to the following conditions:
(a) The shares of Long-Term Restricted Stock issued pursuant to this Agreement
are subject to all the terms and conditions of the 2000 TRW Long-Term Incentive
Plan. The Compensation Committee of TRW has authority to interpret and construe
any provision of this Agreement and the 2000 TRW Long-Term Incentive Plan, and
any such interpretation and construction shall be binding and conclusive. Any
reference in this Agreement to the Directors of TRW includes the Executive
Committee of the Directors.
(b) The issuance of shares of Long-Term Restricted Stock pursuant to this
Agreement does not create any contractual or other right to receive shares or
benefits in lieu of shares in the future. Any future restricted stock grants,
including but not limited to the timing of any grant, number of shares and
vesting provisions will be in TRW's sole discretion.
(c) Your acceptance of the shares of Long-Term Restricted Stock issued pursuant
to this Agreement is completely voluntary and is not a condition or right of
your employment.
(d) The value of the shares of Long-Term Restricted Stock issued pursuant to
this Agreement and any dividends payable thereon are not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, social
insurance contributions (except where local law specifically provides
otherwise), pension or retirement benefits or similar payments.
(e) You authorize your manager to furnish TRW (and any agent of TRW
administering the program or providing program recordkeeping services) with such
information and data as it shall request in order to facilitate the issuance of
shares of Long-Term Restricted Stock pursuant to this Agreement. You also waive
any data privacy rights you might have with respect to such information about
you, which is needed to issue the shares of Long-Term Restricted Stock.
(f) Until such time as all restrictions on the shares of Long-Term Restricted
Stock issued to you pursuant to this Agreement have lapsed, such shares may not
be assigned, sold, encumbered or in any way transferred or alienated, except as
otherwise explicitly provided in this Agreement.
(g) This Agreement is governed by and subject to U.S. law. Interpretation of
this Agreement and your rights thereunder will be governed by provisions of
U.S. law.
(h) This Agreement and the 2000 TRW Long-Term Incentive Plan pursuant to which
the shares of Long-Term Restricted Stock have been issued to you contain all of
the provisions applicable to the shares of Long-Term Restricted Stock and no
other statements, documents or practices may modify, waive or alter such
provisions unless expressly set forth in writing signed by an authorized officer
of TRW and delivered to you.
