FIFTH AMENDMENT TO EMPLOYMENT
AGREEMENT
FIFTH
AMENDMENT dated as of December ___, 2008 (this
“Amendment”) to EMPLOYMENT AGREEMENT dated as of
, as amended (the “Agreement”) by and between TRW
Automotive Inc. (the “Company”) and
(“Executive”).
WHEREAS,
in order to comply with Section 409A of the Internal Revenue
Code of 1986 and the Treasury Regulations and related guidance
promulgated thereunder, Executive and Company desire to amend the
Agreement as set forth below.
In
consideration of the premises and mutual covenants herein, the
parties agree as follows:
1.
Defined Terms. Capitalized terms used herein but not defined
shall have the meanings assigned to them in the
Agreement.
2.
Amendment to Section 4 of the Agreement . The [second
from] last sentence of Section 4 of the Agreement is amended
in its entirety, effective January 1, 2009, to read as
follows:
“Any
Annual Bonus declared by the Company shall be paid to Executive in
the calendar year following the year to which it relates, as soon
as administratively practicable following the determination of the
Annual Bonus, but in no event later than March 15th of the
calendar year following the year to which the Annual Bonus
relates.”
3.
Amendment to Sections 5 and 6 of the Agreement .
Sections 5 and 6 of the Agreement are each amended, effective
January 1, 2009, by adding the following new sentence to the
end thereof:
“To the
extent any reimbursement or in-kind benefit provided herein is
includable in Executive’s income, any such reimbursements or
benefits shall be paid promptly to Executive in accordance with
past practice (if any), but in no event later than
December 31st of the year following the year in which
Executive incurs the expense, and the amount of any reimbursement
or in-kind benefit provided in one year shall not affect the amount
of any such reimbursement or benefit provided in a subsequent
year.”
4.
Amendment to Section 7.c.(ii) of the Agreement .
Section 7.c.(ii) of the Agreement shall be amended in its
entirety, effective January 1, 2009, to read as
follows:
“For
purposes of this Agreement, “Good Reason” shall
mean
(A) the
failure of the Company to pay or cause to be paid or provide
Executive’s Base Salary, Annual Bonus or Employee Benefits
when due hereunder,
(B) any
requirement that Executive’s principal office shall be
located other than within the Michigan counties of Wayne, Oakland,
Macomb and Washtenaw,
(C) any
adverse change in Executive’s reporting relationship,
or
(D) any
material diminution for a period of at least 30 days in
Executive’s authority or responsibilities from those
described in Section 2 hereof;
provided , that the events described in clauses (A), (B),
(C), or (D) of this Section 7(c)(ii) shall constitute
Good Reason only if the Company fails to cure such event
within
(1) thirty
days after receipt from Executive of written notice of the event
which constitutes Good Reason pursuant to clauses (B), (C) or
(D) or
(2) ten
days after receipt from Executive of written notice of the event
which constitutes Good Reason pursuant to clause (A) or such
greater period of time, but not more than thirty days, as shall be
required by Section 409A of the Internal Revenue Code of 1986
(the “Code”) and the Treasury Regulations and related
guidance promulgated thereunder (collectively referred to herein as
“Section 409A”).”
5.
Amendment to Section 7.c.(iv) of the Agreement .
Section 7.c.(iv) of the Agreement shall be amended, effective
January 1, 2009, by adding the following new sentence to the
end thereof:
“Notwithstanding anything to the contrary
herein, in the event the Change in Control occurs within the first
six (6) months following Executive’s separation from
service, payment of the amounts described in (x) and (y), to
the extent they constitute Excess Amounts (as defined in Section
7.h.(ii)(B)), shall not be paid until the six-month anniversary of
the date of Executive’s separation from service, in
accordance with the requirements of
Section 7.h.”
6.
Amendment to Section 7.d.(ii) of the Agreement . The
first sentence of Section 7.d.(ii) of the Agreement shall be
amended, effective January 1, 2009, by eliminating subsection
(C) and adding the following subsections (C) and
(D) to the end thereof:
“(C) any
“person” or “group” (as defined above)
other than AI or its Affiliates (as defined below) acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition of such person or group) ownership of stock of
Holdings or the Company possessing 30 percent or more of the
total voting power of the stock of Holdings or the Company, as
applicable, or
(D) a majority of
the members of the Board of Directors of Holdings (the
“Holdings Board”) is replaced during any 12-month
period by directors whose appointment or election is not endorsed
by a majority of the members of the Holdings Board, as it was
constituted at the beginning of such 12-month
period.”
7.
Amendment to Section 7.d.(iii)(B) of the Agreement .
Section 7.d.(iii)(B) of the Agreement
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