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Exhibit 10(j)
TRW
U.S. TRANSFERABLE NONQUALIFIED
STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
1. PURCHASE RIGHTS
This option cannot be exercised before the first anniversary of the date of
grant. After that you will be entitled to purchase up to 33-1/3% of the shares
covered by this option, rounded down to the nearest whole share for each of the
first two years, for each full year of your continuous employment with TRW after
the date of grant. The purchase rights accumulate as shown in the following
table.
Cumulative Maximum
Number of Full Years Percentage of
of Continuous Service Optioned Shares That
After Date of Grant May Be Purchased
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1 33-1/3%
2 66-2/3%
3 100%
Notwithstanding the foregoing, in the event of the termination of your
employment due to your death or to your disability for a period of more than
twelve months (as determined in accordance with the TRW Long-Term Disability
Plan), or in the event of a change in control of TRW, this option will
immediately become exercisable in respect of all of the shares covered by this
grant. For purposes of this agreement, a change in control is defined in
resolutions adopted by the Compensation and Stock Option Committee of the
Directors of TRW on July 26, 1989, which, in summary, provide that a change in
control is a change occurring (a) by virtue of TRW's merger, consolidation or
reorganization into or with, or transfer of assets to, another corporation or
(b) by virtue of a change in the majority of the Directors of TRW during any
two-year period unless the election of each new Director was approved by a
two-thirds vote of the Directors in office at the beginning of such period or
(c) through the acquisition of shares representing 20% or more of the voting
power of TRW or (d) 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.
2. EXERCISE IN WHOLE OR PART
To the extent this option has become exercisable, you may purchase on any date
or dates all or any part of the shares which you are then entitled to purchase.
However, no fractional shares may be purchased.
3. TERM OF OPTION
To the extent this option has become exercisable in accordance with paragraph 1
above, it may be exercised by you at any time during the 10-year period
beginning on the date of grant. To the extent this option remains unexercised at
the end of the 10-year period, your unexercised purchase rights will terminate.
To the extent unexercised, this stock option will terminate before the end of
such 10-year period in the following cases:
(a) If your employment with TRW terminates before you reach age 55, your
unexercised purchase rights will terminate three months after the date your
employment terminates.
(b) If the Directors of TRW shall find that you intentionally committed an act
materially inimical to the interests of TRW or a subsidiary, your unexercised
purchase rights will terminate as of the time you committed such act, as
determined by the Directors.
If your employment is terminated by your death or by your disability for a
period of more than twelve months (as determined in accordance with the TRW
Long-Term Disability Plan), your purchase rights will not be subject to
termination under clause (a) above and will continue for the entire 10-year
period. In the event of a change in control of TRW (as defined herein), your
purchase rights will not under any circumstances be subject to termination
before the end of the 10-year period beginning on the date of grant. Nothing
contained in this option shall extend this option beyond a 10-year period
beginning on the date of grant or shall limit whatever right TRW or a subsidiary
might otherwise have to terminate your employment at any time.
4. PAYMENT OF OPTION PRICE
The option price shall be payable at the time of exercise. The option price
shall be paid at the Office of Secretary at TRW's corporate headquarters or at
any other place designated by the Secretary. The option price may be paid in
cash, in full shares of TRW Common, or in a combination of both, in accordance
with such procedures and subject to such further conditions as the Secretary of
TRW may establish from time to time. Notwithstanding the foregoing, the
Compensation and Stock Option Committee of TRW at any time may suspend or
terminate your right to pay any or all of the option price in shares of TRW
Common.
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Cash payments shall be made in United States dollars, except that, if at the
time of exercise you are employed by or on assignment for TRW or a subsidiary at
a location outside the United States, a cash payment may, with the prior
approval of the Secretary of TRW, be made in the official currency used at such
location in an amount specified by the Secretary as equivalent to the same
amount in United States dollars.
Shares delivered in payment of the option price shall be valued at their fair
market value on the date of exercise. For purposes of this option, "fair market
value" is the average of the high and low sales prices of a share of TRW Common
on the date of exercise on the New York Stock Exchange Composite Transactions
Listing as reported in the Midwest edition of The Wall Street Journal (or if
there are no sales on such date, then the closing sale price on such Listing on
the nearest date before the date of exercise) or such other method or procedure
for determining fair market value as the Compensation and Stock Option Committee
of TRW in its sole discretion may determine. For purposes of this option, the
"date of exercise" is the date on which written notice, accompanied by the
option price, is received by the Secretary of TRW or his designee that you have
elected to exercise all or part of this option.
5. TAXES
Upon any exercise of this option, TRW may withhold delivery of certificates for
the purchased shares until you make arrangements satisfactory to TRW to pay any
withholding, transfer or other taxes due as a result of such exercise. You may
elect, in accordance with applicable regulations of the Compensation and Stock
Option Committee of TRW, to pay a portion or all of the amount of required
withholding taxes in shares of TRW Common, either by delivering to TRW
previously held shares of TRW Common or by having shares of TRW Common withheld
from the shares purchased hereunder.
6. SECURITIES LAWS
This option shall not be exercisable if such exercise would violate any Federal
or state securities law. TRW will use its best efforts to make such filings and
initiate such proceedings as may be necessary to prevent such violations unless
the Directors of TRW determine, in their sole discretion, that such filings or
proceedings would result in undue expense or hardship for TRW. TRW may place
appropriate legends on the certificates for the optioned shares, give
stop-transfer instructions to its transfer agents or take any other action to
achieve compliance with those laws in connection with any exercise of this
option or your resale of the optioned shares.
7. TRANSFERABILITY
This option is not transferable except (a) by will or the laws of descent and
distribution, or (b) by gift to any member of your immediate family, to a trust
for the benefit of an immediate family member, or to a partnership whose
beneficiaries are members of your immediate family; provided, however, that
there may be no consideration for any such transfer. For purposes of this
agreement, "immediate family member" shall mean your spouse, children and
grandchildren. Notwithstanding any transfer of this option pursuant to clause
(b) of this Section 7, you will continue to be solely responsible for the taxes
described in Section 5 of this agreement. Any option transferred pursuant to the
terms of this Section 7 shall continue to be subject to the same terms and
conditions as were applicable immediately prior to the transfer.
8. LEAVES OF ABSENCE
If you take a leave of absence for illness, military or governmental service or
other reasons, and such leave has been specifically approved by the Chairman of
the Board or the President of TRW for purposes of this option, then such leave
will not be treated as an interruption of your employment.
9. ADJUSTMENTS
The Compensation and Stock Option Committee of TRW may make such adjustments in
the option price and in the number or kind of shares of TRW Common or other
securities covered by this option as it in its sole discretion 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.
10. CERTAIN DEFINITIONS
For purposes of this option, employment with a subsidiary will be treated as
equivalent to employment with TRW itself, and your continuous employment will
not be deemed to be interrupted by reason of your transfer among TRW and its
subsidiaries. "Subsidiary" means a corporation or other entity in an unbroken
chain of entities beginning with TRW if each of the entities other than the last
entity in the unbroken chain owns stock or other ownership interests possessing
50% or more of the total outstanding combined voting power of all classes of
stock or other interests in the next entity in the chain.
11. MISCELLANEOUS
This stock option is subject to all the terms and conditions of the TRW plan
pursuant to which it is granted. The Compensation and Stock Option Committee of
TRW has authority to interpret and construe any provision of this instrument and
the TRW plan pursuant to which this stock option is granted, and any such
interpretation and construction shall be binding and conclusive. Any reference
in this option to the Directors of TRW includes the Executive Committee of the
Directors.
