CASH INCENTIVE AWARD
AGREEMENT
This Cash
Incentive Award Agreement (this “Agreement”), is
entered into and made effective as of February 26, 2009 (the
“Effective Date”), by and between TRW Automotive Inc.,
a Delaware corporation (the “Company”), and _________
(the “Director”). This Award is granted by the
Compensation Committee of the Company’s Board of Directors
(the “Committee”).
(a)
“ Act ” means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder, or any successor statute thereto.
(b)
“ Affiliate ” shall mean, with respect to any
Person, any other Person directly or indirectly controlling,
controlled by or under common control with such Person or any other
Person designated by the Committee in which any Person has an
interest.
(c)
“ Award ” shall mean the cash incentive award
granted pursuant to this Agreement and calculated pursuant to
Section 2(b).
(d)
“ Change in Control ” shall mean (A) the
sale or disposition, in one or a series of related transactions, of
all or substantially all of the assets of Holdings or the Company
to any “person” or “group” (as such terms
are defined in Sections 13(d)(3) and 14(d)(2) of the Act)
other than Automotive Investors L.L.C. (“AI”) or any of
its Affiliates, (B) any person or group, other than AI or any
of its Affiliates, is or becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Act), directly
or indirectly, of more than 50% of the total voting power of the
voting stock of Holdings or the Company, including by way of
merger, consolidation or otherwise and AI or any of its Affiliates
cease to control the Board of Directors of Holdings (the
“Holdings Board”) or the Board of Directors of the
Company, (C) any “person” or “group”
(as defined above) other than AI or its Affiliates 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 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.
(e)
“ Code ” shall mean the Internal Revenue Code of
1986, as amended, or any successor thereto.
(f)
“ Fair Market Value ” of a Share on a given date
shall mean the closing price of a Share as reported on the NYSE
composite tape on such date, or, if there is no such reported sale
price of a Share on the NYSE composite tape on such date, then the
closing price of a Share as reported on the NYSE composite tape on
the last previous day on which sale price
was reported on
the NYSE composite tape. If at any time the Shares are no longer
listed or traded on the NYSE, the Fair Market Value of a Share
shall be calculated in such manner as may be determined by the
Committee in its good faith judgment from time to time.
(g)
“ Holdings ” shall mean TRW Automotive Holdings
Corp., a Delaware corporation.
(h)
“ NYSE ” shall mean the New York Stock
Exchange.
(i)
“ Person ” shall mean any individual, firm,
corporation, partnership, limited liability company, trust,
incorporated or unincorporated association, joint venture, joint
stock company, governmental body or other entity of any
kind.
(j)
“ Share Price ” shall mean the average Fair
Market Value of a Share during the portion of the month of February
immediately preceding the first anniversary of the Effective
Date.
(k)
“ Shares ” shall mean shares of the common
stock, par value $0.01 per share, of Holdings.
(l)
“ Subsidiary ” shall mean a subsidiary
corporation, as defined in Section 424(f) of the Code.
(m)
“ Target Value ” shall mean the initial value of
the Award, as set forth in Section 2(a).
(n)
“ Target Value Adjustment ” shall mean the
percentage by which the Target Value is increased or decreased
under Section 2(b), based on the applicable Share Price
pursuant to the table attached hereto as Exhibit A, provided
that the percentage to be used for such adjustment shall be the
nearest tenth of a percentage determined pursuant to
Exhibit A.
Section 2. Grant of Cash Incentive Award. The Company
hereby grants to the Director an Award subject to the terms and
conditions stated in this Agreement. The amount of the Award shall
be equal to the Target Value determined under Section 2(a) as
adjusted pursuant to Section 2(b).
(a)
Target Value. The Target Value of the Award is $___, which
is subject to the terms and conditions stated in this
Agreement.
(b)
Adjustment to the Amount of the Target Value . The Target
Value of the Award shall be increased or decreased, as applicable,
on the first anniversary of the Effective Date by multiplying the
Target Value by the Target Value Adjustment percentage as
determined under Exhibit A with reference to the calculated Share
Price as of that date.
2
Section 3. Payment of the Awards. Subject to the
vesting requirements of Section 4 and Section 5, the
Award amount determined under Section 2(b) shall be payable to the
Director in cash as soon as administratively practicable on or
after the first anniversary of the Effective Date, but in no event
later than 90 days thereafter.
Section 4. Service-Vesting Requirement. Except as
otherwise provided in Section 5, the Award determined in
accordance with Section 2(b) shall become vested on the
first
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