Exhibit 10.2
TRW AUTOMOTIVE HOLDINGS CORP.
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of September 7, 2004 between TRW Automotive
Holdings Corp., a Delaware corporation (the "Company"), and Neil Marchuk (the
"Employee"), is entered into as follows:
WHEREAS, in order to give the Employee an incentive to continue in the
employ of the Company or one of its subsidiaries and to participate in the
affairs of the Company and its subsidiaries, the Compensation Committee of the
Board of Directors of the Company or its delegates (the "Committee") has
determined that the Employee shall be granted shares of the Company's $0.01 par
value Common Stock (the "Stock") subject to the restrictions stated below and
the terms and conditions of the TRW Automotive Holdings Corp. 2003 Stock
Incentive Plan, as the same may be amended, supplemented or modified from time
to time (the "Plan").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties agree as follows:
1. Grant of Stock. Subject to the terms and conditions of this Agreement and
of the Plan, the Company hereby grants to the Employee 15,381 shares of
Stock (the "Restricted Stock").
2. Vesting Schedule. Provided the Employee remains in the employ of the
Company or one of its subsidiaries on a continuous, full-time basis
through the close of business on December 31, 2004, the interest of the
Employee in the Restricted Stock shall become vested on that date.
3. Restrictions.
(a) The Restricted Stock or rights granted hereunder may not be sold,
pledged or otherwise transferred until the Restricted Stock becomes
vested in accordance with Section 2. The period of time between the
date hereof and the date on which the Restricted Stock becomes
vested is referred to herein as the "Restriction Period."
(b) If the Employee's employment with the Company or one of its
subsidiaries is terminated at any time for any reason prior to the
completion of the Restriction Period (other than due to death or
total and permanent disability as set forth in Sections 7 and 8
below), the Restricted Stock and all other rights granted hereunder
shall be forfeited by the Employee, and ownership transferred back
to the Company automatically and without further action by the
Company or the Employee.
4. Legend.
Prior to the completion of the Restriction Period, all certificates
representing any
shares of Restricted Stock shall have endorsed thereon the following
legend: "The shares represented by this certificate are subject to an
agreement between the Corporation and the registered holder, a copy of
which is on file at the principal office of this Corporation." Following
completion of the Restriction Period, the Company will, upon request from
the Employee, instruct the transfer agent to remove such legend.
5. Escrow.
The certificate[s] evidencing the Restricted Stock, if any, shall be
delivered to and deposited with the Secretary of the Company, as Escrow
Agent in this transaction, during the Restriction Period. The Restricted
Stock may also be held in a restricted book entry account in the name of
the Employee if the Company decides that the Restricted Stock shall not be
certificated during the Restriction Period. Such certificate[s] or such
book entry shares are to be held by the Escrow Agent until completion of
the Restriction Period, at which time they shall be released by said
Escrow Agent; provided, however, that a portion of such Restricted Stock
shall be surrendered in payment of withholding taxes, social security
contributions and other taxes in accordance with Section 9 below, unless
alternative procedures for the payment of such taxes are established by
the Company.
6. Employee Shareholder Rights.
During the Restriction Period, the Employee shall have all the rights of a
shareholder with respect to the Restricted Stock except for the right to
transfer the Restricted Stock, which will be restricted as set forth in
Section 3. Accordingly, the Employee shall have the right to vote the
Restricted Stock and to receive any cash dividends paid in respect of the
Restricted Stock.
7. Total and Permanent Disability of the Employee.
In the event of total and permanent disability of the Employee prior to
the completion of the Restriction Period, the Employee, if legally
competent, or a legally-designated guardian or representative shall
receive a pro rata number of shares determined by multiplying the total
number of shares of Restricted Stock granted pursuant to this Agreement by
a fraction, the numerator of which is the number of whole months elapsed
between the date of this Agreement and the date of the Employee's
disability and the denominator of which is four. For the purposes of this
Section 7, total and permanent disability shall mean that the Employee
becomes physically and mentally incapacitated and is unable to perform the
material and substantial duties of his position for the remainder of the
Restriction Period.
8. Death of the Employee.
In the event of the Employee's death prior to the completion of the
Restriction Period, the Employee's estate or designated beneficiary shall
receive a pro rata number of shares determined by multiplying the total
number of shares of Restricted Stock granted pursuant to this Agreement by
a fraction, the numerator
of which is the number of whole months elapsed between the date of this
Agreement and the date of Employee's death and the denominator of which is
four. In the event of the Employee's death after the completion of the
Restriction Period but prior to the transfer of shares to the Employee,
said shares shall be transferred to the Employee's estate or designated
beneficiary.
9. Taxes.
(a) The Employee shall be liable for any and all taxes, including,
without limitation, withholding taxes, arising out of this grant or
the vesting of Restricted Stock hereunder. The Employee shall
surrender a sufficient number of whole shares of such Restricted
Stock as necessary to cover all applicable withholding taxes, social
security contributions and other taxes at the time the Restricted
Stock becomes vested, unless alternative procedures for such payment
are established by the Company. The Employee will receive a cash
refund for any fraction of a surrendered share not necessary for
withholding taxes, social security contributions and other taxes. To
the extent that any surrender of shares or alternative procedure for
such payment is insufficient, the Employee authorizes the Company,
its affiliates and subsidiaries, which are qualified to deduct tax
at source, to deduct all applicable withholding taxes, social
security contributions and other taxes from the Employee's
compensation. The Employee agrees to pay any amounts that cannot be
satisfied from wages or other cash compensation.
(b) Regardless of any action the Company or the Employee's employer (the
"Employer") takes with respect to any or all income tax, social
security, payroll tax, payment on account or other tax-related
withholding ("Tax-Related Items"), Employee acknowledges and agrees
that the ultimate liability for all Tax-Related Items and any other
taxes legally due from him is and remains the Employee's
responsibility and that the Company and/or the Employer (i) make no
representations nor undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Restricted
Stock, including its grant, vesting or release, or the subsequent
sale of shares of Restricted Stock or and the receipt of any
dividends on Restricted Stock; and (ii) do not commit to structure
the terms or any aspect of this grant of Restricted Stock to reduce
or eliminate the Employee's liability for Tax-Related Items or other
taxes. The Company may refuse to deliver the Restricted Stock to the
Employee following completion of the Restriction Period if Employee
fails to comply with Employee's obligations under this Section 9.
10. Miscellaneous.
(a) The Company shall not be required (i) to transfer on its books any
shares of Restricted Stock which shall have been sold or transferred
in violation of any of the provisions set forth in this Agreement or
(ii) to treat as owner of such shares (or to accord such owner the
right to vote or receive
dividends) any transferee to whom such shares shall have been so
transferred.
(b) The parties agree to execute such further instruments and to take
such action as may reasonably be necessary to carry out the intent
of this Agreement.
(c) Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon delivery to the Employee
at his address then on file with the Company.
(d) By entering into this Agreement, the Employee agrees and
acknowledges that he has received and read a copy of the Plan. The
Plan is incorporated herein by reference. The Plan and this
Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and the
Employee with respect to the subject matter hereof. This Agreement
is governed by the laws of the state of New York, without regard to
conflicts of law.
(e) The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
TRW AUTOMOTIVE HOLDINGS CORP.
BY /s/ David L. Bialosky
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Name: David L. Bialosky
Title: Executive Vice President and General
Counsel
BY /s/ Neil Marchuk
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Neil Marchuk
Vice President, Human Resources