EXHIBIT 10.51
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
(XXXX X. PLANT)
SECOND AMENDMENT dated as of February 22, 2005 (this "Amendment") to
EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 6, 2003, by and
between TRW Automotive Inc. (the "Company"), TRW Limited and Xxxx X. Plant
("Executive"), as amended.
WHEREAS, in clarification of the retiree medical benefits to which
Executive is entitled, 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 5.d. of the Agreement. Section 5.d. of the
Agreement shall be amended in its entirety to read as follows:
d. Retiree Medical Benefits. Following Executive's termination of
employment for any reason, other than by the Company for Cause, the
Company and Limited shall provide Executive and Executive's
then-current spouse with retiree medical benefits for the remainder
of Executive's and such spouse's lifetime, respectively, under terms
and conditions which are no less favorable to Executive than the
retiree medical benefits Executive otherwise would have been
entitled had he retired in the United Kingdom. The Company shall
provide such benefit through a fully-insured traditional medical
program and any changes to the carrier shall be subject to the
reasonable agreement of Executive.
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 Automotive Inc. Xxxx X. Plant
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxx X. Plant
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By: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and
General Counsel
TRW Limited
/s/ Xxxxx X. Xxxxxxxx
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By: Xxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
