EXHIBIT 10.47
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
(XXXXX X. LAKE)
SECOND AMENDMENT dated as of December 16, 2004 (this "Amendment") to
EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 27, 2003 by and
between TRW Limited (the "Company") and Xxxxx X. Lake ("Executive"), as amended.
WHEREAS, in clarification of the manner in which the Company
determines Executive's Annual Bonus, Executive and Company desire to amend the
Agreement as set forth;
In consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Agreement.
2. Amendment to Section 4 of the Agreement. The first sentence of
Section 4 of the Agreement shall be amended to read in its entirety as follows:
"Each fiscal year during the Employment Term, Executive shall be eligible to
earn an annual bonus award (an "Annual Bonus"), the target of which will be
ninety percent (90%) of Executive's Base Salary (the "Target Annual Bonus")
based upon the achievement of objectives established by the Compensation
Committee of the Board of Directors of TRW Automotive Holdings Corp. annually
for defined measures of EBITDAP and cash flow. In addition, twenty percent of
the Target Annual Bonus will be based on additional factors determined to be
relevant by the Compensation Committee, which may include industry-specific and
general economic conditions as well as strategic factors."
3. No Other Amendments; Effectiveness. Except as set forth in this
Amendment, the Agreement is ratified and confirmed in all respects. This
Amendment shall be effective as of the date hereof.
4. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
conflicts of laws principles thereof.
5. Counterparts. This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
TRW Limited Xxxxx X. Lake
/s/ Xxxx X. Plant /s/ Xxxxx X. Lake
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By: Xxxx X. Plant
Title: Attorney-in-Fact
