Chief Executive Officer Restricted Stock Unit Agreement

Exhibit 10.3

TRW AUTOMOTIVE HOLDINGS CORP.
2003 STOCK INCENTIVE PLAN

CHIEF EXECUTIVE OFFICER
RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT, is made effective as of ___,2005 (the " Grant Date" ), between TRW Automotive Holdings Corp. (the " Company" ) and ___(the " Participant" ).

R E C I T A L S :

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the " Committee" ) has determined that the Participant be granted the Restricted Stock Units provided for herein pursuant to the Plan and the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Definitions . Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) " Cause" means " Cause" as defined in a Closing Date Employment Agreement.

(b) " Closing Date" means February 28, 2003.

(c) " Closing Date Employment Agreement" means a written employment agreement between the Company or any of its Subsidiaries and the Participant which is or was entered into as of or after the Closing Date (as the same may be amended, modified or supplemented in accordance with the terms thereof).

(d) " Disability" means, " disability" as defined in the Closing Date Employment Agreement or, if not defined therein or if there shall be no such agreement, " disability" of the Participant shall have the meaning ascribed to such term in the Company' s long-term disability plan or policy, as in effect from time to time.

(e) " Good Reason" means " Good Reason" as defined in a Closing Date Employment Agreement.

(f) " Plan" means the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time.


(g) " Restricted Stock Unit" means the unfunded, unsecured right of the Participant to receive a share of the Company' s common stock, par value $0.01 per share (the " Shares" ).

2. Grant of Restricted Stock Units; Dividends . The Company hereby grants to the Participant, subject to the terms and conditions of this Agreement and the Plan, ___(___) Restricted Stock Units. The Participant shall not possess any voting rights in Shares in respect of the Restricted Stock Units until such Restricted Stock Units have been distributed to the Participant in the form of Shares. In addition, if dividends are declared and paid by the Company during the period in which the Restricted Stock Units are outstanding (the " Dividends" ), then on each date on which Shares are delivered to the Participant in respect of the Restricted Stock Units pursuant to Sections 3(a), 3(b) and 3(d), Participant shall also be paid an amount in cash (in the case of a cash dividend declared and paid by the Company) or distributed a number of Shares (in the case of a stock dividend declared and paid by the Company), in each case equal to the aggregate dividends that would have been paid to the Participant if the Restricted Stock Units with respect to which the Shares are being delivered had in fact been Shares during the period in which the dividends were paid.

3. Delivery of Shares Underlying the Restricted Stock Units .

(a) In General . Subject to Sections 3(b), 3(c) and 3(d), commencing on th ...