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TRW AUTOMOTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN Amended and Restated

Addendum or Modifications

TRW AUTOMOTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN Amended and Restated | Document Parties: TRW AUTOMOTIVE HOLDINGS CORP | BCP Acquisition Company LLC | Northrop Grumman Corporation | TRW Automotive US LLC You are currently viewing:
This Addendum or Modifications involves

TRW AUTOMOTIVE HOLDINGS CORP | BCP Acquisition Company LLC | Northrop Grumman Corporation | TRW Automotive US LLC

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Title: TRW AUTOMOTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN Amended and Restated
Governing Law: Michigan     Date: 12/22/2008
Industry: Auto and Truck Parts     Sector: Consumer Cyclical

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Exhibit 10.1

TRW AUTOMOTIVE SUPPLEMENTAL
RETIREMENT INCOME PLAN

Amended and Restated
Effective January 1, 2009

 


 

TRW AUTOMOTIVE SUPPLEMENTAL
RETIREMENT INCOME PLAN

Amended and Restated
Effective January 1, 2009

1. Purpose. The purpose of the TRW Automotive Supplemental Retirement Income Plan (SRIP), originally effective as of “Closing Date” under the Master Purchase Agreement dated November 18, 2002, by and between Northrop Grumman Corporation and BCP Acquisition Company L.L.C. (“Master Purchase Agreement”) and pursuant to the terms of the Employee Matters Agreement incorporated as an Exhibit thereto (the “Employee Matters Agreement”), and as amended and restated effective as of January 1, 2008, is to provide supplemental retirement and death benefits to those:

(i) employees, including officers, of TRW Automotive U.S. L.L.C. and certain members of its controlled group which have adopted the SRIP (which shall be collectively referred to herein as “TRW Automotive”) whose benefits under the qualified defined benefit pension plans maintained by such entities, namely, the TRW Automotive Salaried Pension Plan (the “Defined Benefits Plans”) shall have been limited by virtue of section 415 of the Internal Revenue Code of 1986 (“Code”);

(ii) management and highly-compensated employees of TRW Automotive whose benefits under the Defined Benefit Plans are limited by Code section 401(a)(17);

(iii) management and highly-compensated employees of TRW Automotive whose compensation otherwise included as pensionable earnings received by such individual within the meaning of the Defined Benefit Plan could not be so included because such compensation was deferred in accordance with the provisions of the TRW Automotive Deferred Compensation Plan (“DC Plan”), which plan was amended to cease further contributions after December 31, 2006; and

(iv) management and highly-compensated employees of TRW Automotive whose compensation otherwise included as “Earnings” under the Defined Benefit Plan and service otherwise included as Benefit Service under the Defined Benefit Plan would not be so included because of a determination by TRW Automotive that such inclusion could violate the regulations under Code section 401(a)(4), to the extent permitted by Code section 409A.

The SRIP is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act (“ERISA”) and is designed to provide benefits which mirror the provisions of the applicable Defined Benefit Plan but cannot be paid from the Defined Benefit Plan because of certain Code limitations.

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2. Eligibility. Employees of TRW Automotive covered by a Defined Benefit Plan whose base pay and bonus paid in any year (or deferred pursuant to the DC Plan) exceed the limitations of Code section 401(a)(17) shall automatically be covered under the SRIP. All Defined Benefit Plan participants who are eligible to receive benefits from a Defined Benefit Plan shall automatically receive a benefit from the SRIP if their benefit cannot be fully provided under the Defined Benefit Plan because of the limits under Code Section 415. If and to the extent required by Code section 409A and the regulations promulgated thereunder, any election in respect of the SRIP shall be deemed to have been made prior to the date compensation is earned.

3. Benefits. The amount of the benefit payable under the SRIP shall be equal to the amount which would be payable to or in respect of a participant under the Defined Benefit Plan if the limitations identified in Section 1 above were inapplicable, less the amount of the benefit payable under the Defined Benefit Plan, taking into account such limitations. The amount of benefit payable under the SRIP to a participant shall also be reduced to the extent that any other nonqualified plan established by TRW Automotive pays benefits to the participant that are attributable to limits imposed upon Defined Benefit Plans other than those identified in Section 1 above.

4. Payment of Benefits on and after January 1, 2008.

     a. No benefit is payable from the SRIP, even if the participant has terminated his/her employment, unless a participant has five years of vesting service as defined under the Defined Benefit Plan.

     b. If a participant who has five or more years of vesting service dies before his/her benefit commencement date under the Defined Benefit Plan, the SRIP benefit shall be paid to the participant’s surviving spouse in the form of a single sum as soon as administratively feasible (but in no event later than 90 days) following the later to occur of: (1) the January 1 following the participant’s death, or (2) six months after the participant’s death. For this purpose, the surviving spouse of any deferred vested participant who died prior to January 1, 2008, and did not commence benefits: (i) as of the January 1 following the participant’s death or six months after the participant’s death, whichever occurred later, or (ii) in accordance with paragraph 5 below, shall have his SRIP benefit distributed in the form of a single sum as of the first administratively feasible payment date in 2008, but in no event prior to July 2008.

     c. Any participant in the Defined Benefit Plan and the SRIP who is entitled to a vested or deferred vested pension under such Defined Benefit Plan shall have his SRIP benefit distributed in the form of a single sum as soon as administratively feasible (but in no event later than 90 days) following the later to occur of: (1) the January 1 following the participant’s last day worked, or (2) six months after the participant’s last day worked. No other timing or form of payment will be permitted. For this purpose, any deferred vested participant who terminated prior to January 1, 2008, and did not commence benefits: (i) as of the January 1 following the participant’s last day worked or six months after the participant’s last day worked, whichever occurred later, or (ii) in accordance with paragraph 5 below, shall have his SRIP benefit distributed in the form

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of a single sum as of the first administratively feasible payment date in 2008, but in no event prior to July 2008.

     d. Payments to be made pursuant to the SRIP shall be made by TRW Automotive; provided that if TRW Automotive U.S. L.L.C. makes the payments for itself and on behalf of the participating members of its controlled group, any appropriate reimbursement shall be made by the other participating controlled group members. The SRIP shall be unfunded, and TRW Automotive shall not be required to establish any special or separate fund nor to make any other segregation of assets in order to assure the payment of any amounts under the SRIP. Participants of the SRIP shall have the status of general unsecured creditors of TRW Automotive and the SRIP constitutes a mere promise by TRW Automotive to make benefit payments in the future.

     e. Notwithstand


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