EXHIBIT 10.1
TRW AUTOMOTIVE HOLDINGS CORP.
2003 STOCK INCENTIVE PLAN
GENERAL
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, is made effective as of April 2, 2004 (the
"GRANT DATE"), between TRW Automotive Holdings Corp. (the "COMPANY") and J.
Xxxxxxx Xxxx (the "PARTICIPANT").
R E C I T A L S:
WHEREAS, the Company has adopted the Plan (as defined below),
the terms of which are hereby incorporated by reference and made a part of this
Agreement; and
WHEREAS, the Compensation Committee of the Board of Directors
of the Company (the "Committee") has determined that the Participant be granted
the Restricted Stock Units provided for herein pursuant to the Plan and the
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties agree as follows:
1. Definitions. Whenever the following terms are used in
this Agreement, they shall have the meanings set forth below. Capitalized terms
not otherwise defined herein shall have the same meanings as in the Plan.
(a) "PLAN" means the TRW Automotive Holdings Corp. 2003
Stock Incentive Plan, as the same may be amended, supplemented or modified from
time to time.
(b) "RESTRICTED STOCK UNIT" means the unfunded, unsecured
right of the Participant to receive a share of the Company's common stock, par
value $0.01 per share (the "Shares").
2. Grant of Restricted Stock Units. The Company hereby
grants to the Participant, subject to the terms and conditions of this Agreement
and the Plan, Two Thousand Two Hundred (2,200) Restricted Stock Units. The
Participant shall not possess any incidents of ownership (including, without
limitation, dividend and voting rights) in Shares in respect of the Restricted
Stock Units until such Restricted Stock Units have been distributed to the
Participant in the form of Shares.
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3. Delivery of Shares Underlying the Restricted Stock
Units.
(a) In General. Subject to Sections 3(b) and 3(c), on the
first anniversary of the Grant Date, the Company shall issue or cause there to
be transferred to the Participant a number of Shares equal to the aggregate
number of Restricted Stock Units granted to the Participant under this
Agreement.
(b) Change of Control. Notwithstanding the foregoing,
upon a Change of Control, the Company shall issue or cause there to be
transferred, to the extent not previously cancelled or forfeited, to the
Participant a number of Shares equal to the aggregate number of Restricted Stock
Units granted to the Participant under this Agreement.
(c) Cancellation of Restricted Stock Units. Upon the
issuance or transfer of Shares in accordance with this Section 3, a number of
Restricted Stock Units equal to the number of Shares issued or transferred to
the Participant shall be cancelled.
(d) Termination of Service on the Board of Directors. If
the Participant ceases to be a member of the Board of Directors of the Company
or the Company's subsidiary TRW Automotive Inc. for any reason, the Restricted
Stock Units shall be immediately and automatically canceled by the Company
without any payment or other consideration and without notice or any other
action by the Company.
(e) Registration or Qualification. Notwithstanding any
other provision of the Plan or this Agreement to the contrary, absent an
available exemption to registration or qualification, a Share to which a
Restricted Stock Unit relates may not be delivered prior to the completion of
any registration or qualification of the Restricted Stock Units or the Shares to
which they relate under applicable state and federal securities or other laws,
or under any ruling or regulation of any governmental body or national
securities exchange that the Committee shall in its sole reasonable discretion
determine to be necessary or advisable.
(f) Certificates. As soon as practicable following the
delivery date of the Shares subject to the Restricted Stock Units, the Company
shall issue certificates in the Participant's name for such Shares. However, the
Company shall not be liable to the Participant for damages relating to any
delays in issuing the certificates to the Participant, any loss by the
Participant of the certificates, or any mistakes or errors in the issuance of
the certificates or in the certificates themselves
4. Legend on Certificates. The certificates representing
the Shares issued to the Participant in respect of the Restricted Stock Units
shall be subject to such stop transfer orders and other restrictions as the
Committee may deem reasonably advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares are listed, any applicable federal or
state laws or the Company's Certificate of Incorporation and Bylaws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
5. Transferability. Unless otherwise determined by the
Committee, a Restricted Stock Unit may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant
otherwise than by will or by the laws of descent and
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distribution, and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate; provided that the designation of a beneficiary shall
not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.
6. Withholding. The Company or its Affiliate shall have
the right to withhold from any payment due or transfer made with respect to the
Restricted Stock Unit, any applicable withholding taxes in respect of the
Restricted Stock Unit or the Shares to which they relate or any payment or
transfer with respect to the Restricted Stock Unit or under the Plan and to take
such action as may be necessary in the option of the Company to satisfy all
obligations for the payment of such taxes.
7. Securities Laws. Upon the acquisition of any Shares
delivered in respect of the Restricted Stock Units pursuant to Sections 3(a) and
3(b), the Participant will make or enter into such written representations,
warranties and agreements as the Committee may reasonably request in order to
comply with applicable securities laws or with this Agreement.
8. Notices. Any notice under this Agreement shall be
addressed to the Company in care of its General Counsel at the principal
executive office of the Company and to the Participant at the address appearing
in the personnel records of the Company for the Participant or to either party
at such other address as either party hereto may hereafter designate in writing
to the other. Any such notice shall be deemed effective upon receipt thereof by
the addressee.
9. 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.
10. Restricted Stock Units Subject to the Plan. By
entering into this Agreement the Participant agrees and acknowledges that the
Participant has received and read a copy of the Plan. The Restricted Stock Units
and any Shares delivered in respect thereto are subject to the Plan. The terms
and provisions of the Plan as it may be amended from time to time are hereby
incorporated by reference. In the event of a conflict between any term or
provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail
11. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Any counterpart or other signature hereupon delivered by facsimile
shall be deemed for all purposes as constituting good and valid execution and
delivery of this Agreement by such party.
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IN WITNESS WHEREOF, this Agreement has been executed and
delivered on this 29th day of April 2004 by the parties hereto and is effective
as of April 2, 2004, the date first above written.
TRW AUTOMOTIVE HOLDINGS CORP.
By /s/ Xxxxx X. Xxxxxxxx
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Its Vice President and General Counsel
/s/ J. Xxxxxxx Xxxx
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Participant: J. Xxxxxxx Xxxx
