TRW INC
COURTESY COPY OF EXHIBIT 10(I) - TRW INC.
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(Exhibit 10\(i\))Tj
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([TRW LOGO])Tj
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(2001-2003 STRATEGIC INCENTIVE PROGRAM GRANT)Tj
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(Terms and Conditions)Tj
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(1. The Grant)Tj
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(This Grant sets forth the terms and conditions under which you will receive performance units in the event that )Tj
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(certain financial goals are achieved with respect to the calendar years 2001 through 2003 \(the \223Performance )Tj
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(Period\224\). )Tj
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(2. Performance Criteria)Tj
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(The definition of the goals, for purposes of this Grant, is set forth in Exhibit A. The criteria for including items in or )Tj
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(excluding items from the calculations set forth in Exhibit A shall be at the complete discretion of the Compensation )Tj
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(Committee of the TRW Directors \(the \223Committee\224\))Tj
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(.)Tj
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(A goal scoring sheet for the three years in the Performance Period and weighted award levels related to each of the )Tj
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(financial goals is attached as Exhibit B. )Tj
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(3. Payment)Tj
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(Promptly following the availability of financial information at the end of the Performance Period, the number of )Tj
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(performance units to be paid out will be determined by multiplying the Grant by the payout percent generated by )Tj
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(the goal scoring sheet. Each performance unit will be converted into cash using the average of the high and the low )Tj
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(sale price averages of a share of TRW Common Stock \(\223TRW Common\224\) on the New York Stock Exchange )Tj
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(Composite Transactions Listing, as reported by the New York Stock Exchange \(the \223Average TRW High and )Tj
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(Low\224\) for each day on which such shares are traded on the New York Stock Exchange during the months of )Tj
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(December 2003 and January 2004. This amount will be paid to you in the currency in which you receive your )Tj
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(compensation. )Tj
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(4. Taxes)Tj
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(Upon any payment pursuant to this Grant, TRW will deduct any withholding or other taxes due. )Tj
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(5. Transferability)Tj
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(This Grant is not transferable other than by will or the laws of descent and distribution. )Tj
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(6. Death)Tj
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(If your termination of employment occurs as a result of your death during the second or third year of the )Tj
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(Performance Period, your estate or those so designated by will or the laws of descent and distribution will be )Tj
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(entitled to receive a prorated payment reflecting the number of full months of service that you were employed )Tj
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(during the Performance Period. The value of such payment will be based on target performance and each unit will )Tj
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(be converted to cash using the Average TRW High and Low for each day on which such shares are traded on the )Tj
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(New York Stock Exchange during the two full calendar months preceding the date of your death. )Tj
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(7. Disability)Tj
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(If your termination of employment occurs in the second or third year of the Performance Period due to disability for )Tj
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(a period of more than twelve months \(as determined in accordance with the TRW U.S. Long-Term Disability Plan\), )Tj
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(you will be entitled to receive a prorated payment reflecting the number of full months of service during the )Tj
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(Performance Period before the commencement of your disability. The value of such payment will be based on )Tj
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(target performance and each unit will be converted to cash using the Average TRW High and Low for each day on )Tj
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(which such shares are traded on the New York Stock Exchange during the two full calendar months preceding the )Tj
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(date of the commencement of your disability. )Tj
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(8. Termination of Employment)Tj
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(This Grant shall terminate on the date of your termination of employment and you shall not be entitled to any )Tj
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(additional payments hereunder. However, if your employment is terminated as a result of retirement during the )Tj
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(second or third year of the Performance Period, you may be eligible to receive a prorated payment reflecting the )Tj
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(number of full months of service during the Performance Period before your retirement, at the sole discretion of the )Tj
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(Committee. Such payment, if approved, will be made in February 2004)Tj
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(.)Tj
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(                  )Tj
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(9. Adjustments)Tj
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(The Committee shall make such adjustments in the number and kind of performance units, including the right to )Tj
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(receive any payouts, as it may determine are equitably required to prevent dilution or enlargement of your rights )Tj
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(that would otherwise result from any stock dividend, stock split, combination of shares, recapitalization or other )Tj
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(change in the capital structure of TRW, merger, consolidation, reorganization, partial or complete liquidation or )Tj
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(other corporate transaction or event having an effect similar to any of the foregoing. )Tj
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(10. Change in Control)Tj
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(The Performance Period as referred to in this Grant will end immediately upon a change in control of TRW Inc. For )Tj
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(purposes of this Grant, a change in control is defined in resolutions adopted by the Compensation Committee of the )Tj
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(Directors of TRW on July 26, 1989, which, in summary, provide that a change in control is a change occurring )Tj
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(\(a\) by virtue of TRW\222s merger, consolidation or reorganization into or with, or transfer of assets to, another )Tj
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(corporation or \(b\) by virtue of a change in the majority of the Directors of TRW during any two-year period unless )Tj
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(the election of each new Director was approved by a two-thirds vote of the Directors in office at the beginning of )Tj
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(such period or \(c\) through the acquisition of shares representing 20% or more of the voting power of TRW or )Tj
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(\(d\) through any other change in control reported in any filing with the Securities and Exchange Commission; )Tj
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(provided, however, that no change in control is deemed to have occurred by the acquisition of shares, or any report )Tj
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(of such acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit plan. The language of )Tj
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(the resolutions controls over this summary language. )Tj
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(If a Change in Control occurs prior to the end of the Performance Period, you will be entitled to receive a payment )Tj
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(for the full Performance Period, assuming maximum performance on all goals. The number of units payable, )Tj
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(determined in accordance with the preceding sentence, will be issued to you promptly following the Change in )Tj
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(Control and will be valued using the Average TRW High and Low for each day on which such shares are traded on )Tj
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(the New York Stock Exchange during the 30 calendar days preceding the date the Change in Control occurs. )Tj
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(11. Amendments)Tj
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(In addition to the authority to make adjustments as provided in Section 9, the Committee shall have the authority, )Tj
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(until such time as a Change in Control as defined in Section 10 occurs, to amend this Grant. Notwithstanding the )Tj
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(foregoing, if you transfer positions or change responsibilities within TRW and are no longer eligible to participate )Tj
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(in this Program, your Grant will automatically terminate and, if such transfer or change in responsibilities occurs )Tj
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(during the second or third year of the Performance Period, you may be entitled to receive a prorated payout, at the )Tj
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(sole discretion of the Committee, based on the number of full months that your Grant was in effect. The CEO or the )Tj
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(Committee, as the case may be, also reserves the right to withhold payment under this Grant due to individual )Tj
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(performance. )Tj
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(12. Miscellaneous)Tj
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(This Grant shall not be construed as giving you any right to continue in the employ of TRW. Subject to the )Tj
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(requirements and limitations in Sections 10 and 11 above, the Committee has authority to interpret and construe any )Tj
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(provision of this Grant and any such interpretation and construction shall be binding and conclusive. Except as )Tj
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(provided in Sections 6, 7 and 10 above, no rights hereunder shall accrue to you with respect to the Performance )Tj
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(Period until such period is completed and the goals performance for such period has been approved as provided in )Tj
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(Section 3 above. )Tj
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(This Grant is an extraordinary item of compensation outside the scope of your employment contract, if any. As )Tj
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(such, this Grant is not part of normal or expected compensation for purposes of calculating any severance, )Tj
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(resignation, redundancy, end of service payments, bonuses, long-term service awards, social insurance contributions )Tj
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(\(except where local law specifically provides otherwise\), pension or retirement benefits, or similar payments. )Tj
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(13. Entire Agreement)Tj
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(This Grant sets forth the entire understanding between you and TRW with respect to the subject matter hereof and )Tj
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(supersedes all prior agreements and understandings, whether oral or written, relating hereto. )Tj
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(  )Tj
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