EXHIBIT 10.3
TRW AUTOMOTIVE HOLDINGS CORP.
2003 STOCK INCENTIVE PLAN
GENERAL
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, is made effective as of June 18, 2004 (the "Grant
Date"), between TRW Automotive Holdings Corp. (the "Company") and Xxxxxxxx X.
Xxxxxxxx (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.
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
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.
IN WITNESS WHEREOF, this Agreement has been executed and delivered
on by the parties hereto as of the dates set forth below and is effective as of
June 18, 2004, the date first above written.
TRW AUTOMOTIVE HOLDINGS CORP.
By /s/ Xxxxx X. Xxxxxxxx
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Its Executive Vice President and General Counsel
Date: June 18, 2004
/s/ Xxxxxxxx X. Xxxxxxxx
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Participant: Xxxxxxxx X. Xxxxxxxx
Date: June 28, 2004
