Looking for an agreement? Search from over 1 million agreements now.

Employment Continuation Agreement DCP

This is an actual contract by TRW.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Automotive and Transport Equipment
Governing Law: Ohio, View Ohio State Laws
Effective Date: June 21, 2002
Search This Document
Exhibit 10(e)

TRW INC.

EMPLOYMENT CONTINUATION AGREEMENT

DEFERRED COMPENSATION PLAN

THIS PLAN, established by TRW Inc. (" TRW" ) effective as of June 21, 2002, is for the benefit of certain executives of the Corporation that are party to an Employment Continuation Agreement or a Change of Control Agreement with the Corporation. It shall remain in effect, as it may be amended from time to time, until termination as provided in Article VII of the Plan.

ARTICLE I

DEFINITIONS

For the purposes of the Plan, the following words and phrases shall mean:

1.1 Account. The bookkeeping or accounting records maintained (having and requiring no segregation or holding of any assets) by TRW or the Service Provider pursuant to Article IV with respect to and resulting from a Participant' s Deferral Election.

1.2 Agreement. An employment continuation agreement or change of control agreement between an Eligible Executive and TRW.

1.3 Beneficiary. The person, persons or entity entitled under Article VI to receive any Plan Benefits payable after a Participant' s death.

1.4 BEP/DCP Payment. The payment that would become payable to an Executive under an Agreement following Termination with respect to the amounts credited to the Participants account in the TRW Inc. Benefits Equalization Plan and/or the TRW Inc. Deferred Compensation Plan.

1.5 Change in Control. A Change in Control of TRW, as defined in a Participant' s Agreement.

1.6 BEP/DCP Sub-Account. A Sub-Account of a Participant' s Account established pursuant to Section 4.3, to which there shall be credited, if elected by the Participant and if a Termination of such Participant occurs, the BEP/DCP Payment and all Investment Fund Returns accrued thereon or charged thereto, as to which the Plan Benefit is intended to be payable in accordance with the Participant' s elections with respect thereto.

1.7 Code. The Internal Revenue Code of 1986, as amended. References in the Plan to Sections of the Code are to such Sections as in effect on the Effective Date or any successor provision.


1.8 Committee. The Compensation Committee of the Directors.

1.9 Corporation. TRW or an Affiliate of TRW.

1.10 Date of Deposit. The Determination Date immediately preceding the date that, but for the Deferral Election, the BEP/DCP Payment, the Severance Payment and the SRIP Payment would be paid under an Agreement.

1.11 Deferral Election. An election pursuant to Article III by an Eligible Executive to defer receipt of all or part of his or her ECA Compensation.

1.12 ECA Compensation. Amounts payable under an Agreement to an Eligible Executive following termination of employment under certain circumstances after a Change in Control of TRW.

1.13 Determination Date. Daily.

1.14 Directors. The Directors of TRW.

1.15 Effective Date. June 21, 2002, the effective date of the establishment of the Plan.

1.16 Eligible Executive. The employees of the Corporation listed on Exhibit A hereto.

1.17 Executive Officer. Any Eligible Executive who is an " executive officer" of TRW for the purposes of Rule 3b-7 under the Securities Exchange Act of 1934.

1.18 Financial Hardship. A severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in a7152(a) of the Code) of the Participant, loss of the Participant' s property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. In case of the Participant' s death, the word " Beneficiary or other person or entity entitled to receive a Plan Benefit" shall be substituted for the word " Participant" wherever the latter appears in this Section 1.18.

1.19 Investment Fund Returns. The gains or losses in one or more of the investment funds offered to participants under the Plan, as listed on Exhibit B hereto, any of which shall be available to any Participant for purposes of having such investment fund results credited to his Account under this Plan.

1.20 Participant. An Eligible Executive who has elected to participate in the Plan and has executed and filed with TRW (or, if TRW has designated a Service Provider for such purpose, that Service Provider) a Participation Agreement as provided in Article III; provided, however, that such term shall include a person who does not have in place

2


an effective Deferral Election so long as he retains, under the Plan, an interest in an Account under the Plan.

1.21 Participation Agreement. An agreement between TRW and a Participant or an election form delivered by a Participant to TRW that sets forth the Participant' s Deferral Election.

1.22 Plan. This Employment Continuation Agreement Deferred Compensation Plan, as it may be amended from time to time.

1.23 Plan Benefit. The benefit payable to a Participant in accordance with Article V hereof.

1.24 Service Provider . Putnam Fiduciary Trust Company, or such other entity selected by the Committee to perform certain recordkeeping, administrative, communication and/or other functions related to the Plan.

1.25 Severance Payment . The payment that would become payable to an Executive under an Agreement, within five business days of Termination, with respect to the severance payment related to base pay, incentive pay, the cash value of employee benefits, amounts with respect to matching contributions under the TRW Employee Stock Ownership and Savings Plan and, where applicable, pro rata incentive pay and pro rata strategic incentive plan payouts.

1.26 Severance Sub-Account. A Sub-Account of a Participant' s Account established pursuant to Section 4.3, to which there shall be credited, if elected by the Participant and if a payment becomes due under the Participant' s Agreement, the Severance Payment and all Investment Fund Returns accrued thereon or charged thereto, as to which the Plan Benefit is intended to be payable in accordance with the Participant' s elections with respect thereto.

1.27 Special Committee. The committee composed of the Executive Vice President Human Resources, the General Counsel and the Chief Financial Officer of TRW, which committee reviews and acts upon the requests of Participants (other than Participants who are Executive Officers, whose requests are acted upon by the Committee) to receive early payout as a result of a Financial Hardship and which is authorized to take such other actions as are specified by the Plan.

1.28 SRIP Payment. The payment that would become payable to an Executive under an Agreement, within five business days of Termination, with respect to the TRW Supplementary Retirement Income Plan.

1.29 SRIP Sub-Account. A Sub-Account of a Participant' s Account established pursuant to Section 4.3, to which there shall be credited, if elected by the Participant and if a payment becomes due under the Participant' s Agreement, SRIP compensation pursuant to an Agreement and all Investment Fund Returns accrued thereon or

3


charged thereto, as to which the Plan Benefit is intended to be payable in accordance with the Participant' s elections with respect thereto.

1.30 Sub-Account. A BEP/DCP Sub-Account, a SRIP Sub-Account or a Severance Sub-Account.

1.31 Termination. Termination of employment of a Participant with the right to severance compensation under the Participant' s Agreement.

1.32 Trust Agreement. The Trust Agreement related to the Agreements and the Plan between TRW and the Trustee, as amended from time to time.

1.33 Trust. The trust established under the Trust Agreement.

1.34 Trustee. Putnam Fiduciary Trust Company or any successor trustee appointed pursuant to the terms of the Trust Agreement.

1.35 TRW. TRW Inc., an Ohio corporation.

ARTICLE II

ADMINISTRATION

2.1 Administrators. The Plan shall be administered by the Committee and the Special Committee, and certain decisions concerning Financial Hardship may be made by the Special Committee. The Special Committee or its delegate may determine that an employee' s participation in the Plan must cease in order to preserve the Plan' s status as a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees and may take such action as it deems appropriate in connection with such a determination. Except as otherwise provided herein, decisions of the Committee or the Special Committee shall be final and binding on all parties.

2.2 Committee. The Committee shall have the authority (a) to make, amend, interpret and enforce all rules and regulations for the administration of the Plan and (b) to decide all questions, including interpretation of the Plan as may arise in connection with the Plan insofar as it is applicable to Participants (i) who are Executive Officers or (ii) with respect to whom questions are referred to the Committee by the Executive Vice President Human Resources. A majority of the members of the Committee shall constitute a quorum. The Committee may act by a vote of a majority of a quorum at a meeting or by a writing signed by a majority of the members of the Committee.

2.
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  18.206.13.39