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.
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