TRW INC
EX-10(H) FORM OF 2001-2003 INCENTIVE PROGRAM GRANT
<DOCUMENT>
<TYPE>EX-10.H
<SEQUENCE>10
<FILENAME>l96666aexv10wh.htm
<DESCRIPTION>EX-10(H) FORM OF 2001-2003 INCENTIVE PROGRAM GRANT
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-10(h)</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="right"><B>Exhibit 10(h)</B>

<P align="right"><B>[TRW LOGO]</B>

<P><B>2001-2003 STRATEGIC INCENTIVE PROGRAM GRANT</B>

<P><B>Terms and Conditions</B>

<P><hr size="1">

<P><B>1.&nbsp;The Grant</B><BR>
This Grant sets forth the terms and conditions under which you will receive
performance units in the event that certain financial goals are achieved with
respect to the calendar years 2001 through 2003 (the &#147;Performance Period&#148;).

<P><B>2.&nbsp;Performance Criteria</B><BR>
The definition of the goals, for purposes of this Grant, is set forth in
Exhibit&nbsp;A. The criteria for including items in or excluding items from the
calculations set forth in Exhibit&nbsp;A shall be at the complete discretion of
the Compensation Committee of the TRW Directors (the &#147;Committee&#148;)<I>.</I>

<P>A goal scoring sheet for the three years in the Performance Period and
weighted award levels related to each of the financial goals is attached as
Exhibit&nbsp;B.

<P><B>3.&nbsp;Payment</B><BR>
Promptly following the availability of financial information at the end of
the Performance Period, the number of performance units to be paid out will
be determined by multiplying the Grant by the payout percent generated by the
goal scoring sheet. Each performance unit will be converted into cash using
the average of the high and the low sale price averages of a share of TRW
Common Stock (&#147;TRW Common&#148;) on the New York Stock Exchange Composite
Transactions Listing, as reported by the New York Stock Exchange (the
&#147;Average TRW High and Low&#148;) for each day on which such shares are traded on
the New York Stock Exchange during the months of December&nbsp;2003 and January
2004. This amount will be paid to you in the currency in which you receive
your compensation.

<P><B>4.&nbsp;Taxes</B><BR>
Upon any payment pursuant to this Grant, TRW will deduct any withholding or
other taxes due.

<P><B>5.&nbsp;Transferability</B><BR>
This Grant is not transferable other than by will or the laws of descent and
distribution.

<P><B>6.&nbsp;Death</B><BR>
If your termination of employment occurs as a result of your death during the
second or third year of the Performance Period, your estate or those so
designated by will or the laws of descent and distribution will be entitled
to receive a prorated payment reflecting the number of full months of service
that you were employed during the Performance Period. The value of such
payment will be based on target performance and each unit will be converted
to cash using the Average TRW High and Low for each day on which such shares
are traded on the New York Stock Exchange during the two full calendar months
preceding the date of your death.

<P><B>7.&nbsp;Disability</B><BR>
If your termination of employment occurs in the second or third year of the
Performance Period due to disability for a period of more than twelve months
(as determined in accordance with the TRW U.S. Long-Term Disability Plan),
you will be entitled to receive a prorated payment reflecting the number of
full months of service during the Performance Period before the commencement
of your disability. The value of such payment will be based on target
performance and each unit will be converted to cash using the Average TRW
High and Low for each day on which such shares are traded on the New York
Stock Exchange during the two full calendar months preceding the date of the
commencement of your disability.

<P><B>8.&nbsp;Termination of Employment</B><BR>
This Grant shall terminate on the date of your termination of employment and
you shall not be entitled to any additional payments hereunder. However, if
your employment is terminated as a result of retirement during the second or
third year of the Performance Period, you may be eligible to receive a
prorated payment reflecting the number of full months of service during the
Performance Period before your retirement, at the sole discretion of the
Committee. Such payment, if approved, will be made in February&nbsp;2004<I>.</I>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><B>9.&nbsp;Adjustments</B><BR>
The Committee shall make such adjustments in the number and kind of
performance units, including the right to receive any payouts, as it may
determine are equitably required to prevent dilution or enlargement of your
rights that would otherwise result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of TRW, merger, consolidation, reorganization, partial or complete
liquidation or other corporate transaction or event having an effect similar
to any of the foregoing.

<P><B>10.&nbsp;Change in Control</B><BR>
The Performance Period as referred to in this Grant will end immediately upon
a change in control of TRW Inc. For purposes of this Grant, a change
in control is defined in resolutions adopted by the Compensation
Committee of the Directors of TRW on February&nbsp;28, 2002, which,
in summary, provide that a change in control is a change occurring
(a)&nbsp;by virtue of certain mergers or consolidations or sale or
transfer of assets by TRW to another corporation or (b)&nbsp;by
virtue of the Directors of the Corporation as of February&nbsp;28,
2002 and their approved successors (other than a successor whose
initial assumption of office is in connection with an actual or
threatened election contest) ceasing to constitute a majority of the
Directors of TRW or (c)&nbsp;through the acquisition of shares
representing 20% or more of the voting power of TRW or
(d)&nbsp;through any other change in control reported in any filing
with the Securities and Exchange Commission; provided, however, that
no change in control is deemed to have occurred by the acquisition of
shares, or any report of such acquisition, by TRW, a subsidiary of
TRW or a TRW-sponsored employee benefit plan. The language of the
resolutions controls over this summary language.

<P>If a Change in Control occurs prior to the end of the Performance Period,
you will be entitled to receive a payment for the full Performance Period,
assuming maximum performance on all goals. The number of units payable,
determined in accordance with the preceding sentence, will be issued to you
promptly following the Change in Control and will be valued using the
Average TRW High and Low for each day on which such shares are traded on the
New York Stock Exchange for the 30 days
ending two days prior to Closing Date (as such term is defined in the
Agreement and Plan of Merger dated as of June 30, 2002 by and among
TRW Inc., Northrop Grumman Corporation and Richmond Acquisition
Corp., as such agreement may be amended from time to time).

<P><B>11.&nbsp;Amendments</B><BR>
In addition to the authority to make adjustments as provided in Section&nbsp;9,
the Committee shall have the authority, until such time as a Change in
Control as defined in Section&nbsp;10 occurs, to amend this Grant.
Notwithstanding the foregoing, if you transfer positions or change
responsibilities within TRW and are no longer eligible to participate in this
Program, your Grant will automatically terminate and, if such transfer or
change in responsibilities occurs during the second or third year of the
Performance Period, you may be entitled to receive a prorated payout, at the
sole discretion of the Committee, based on the number of full months that
your Grant was in effect. The CEO or the Committee, as the case may be, also
reserves the right to withhold payment under this Grant due to individual
performance.

<P><B>12.&nbsp;Miscellaneous</B><BR>
This Grant shall not be construed as giving you any right to continue in the
employ of TRW. Subject to the requirements and limitations in Sections&nbsp;10
and 11 above, the Committee has authority to interpret and construe any
provision of this Grant and any such interpretation and construction shall be
binding and conclusive. Except as provided in Sections&nbsp;6, 7 and 10 above, no
rights hereunder shall accrue to you with respect to the Performance Period
until such period is completed and the goals performance for such period has
been approved as provided in Section&nbsp;3 above.

<P>This Grant is an extraordinary item of compensation outside the scope of your
employment contract, if any. As such, this Grant is not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-term service awards,
social insurance contributions (except where local law specifically provides
otherwise), pension or retirement benefits, or similar payments.

<P><B>13.&nbsp;Entire Agreement</B><BR>
This Grant sets forth the entire understanding between you and TRW with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, whether oral or written, relating hereto.


<P align="center">&nbsp;
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
