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Exhibit 10(g)
STRATEGIC [TRW Logo]
INCENTIVE
GRANT
Date of Grant: April 27, 1994
To: <<name>>
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Unit: Company Staff
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As a key employee of TRW Inc. ("TRW"), you are hereby granted the right (the
"Right") to receive <<amount>> (or up to 200 percent thereof in certain
circumstances) shares of Common Stock, par value $0.625, of TRW ("TRW Common"),
subject to the terms and conditions below. This performance share right is
granted to you pursuant to the 1994 TRW Long-Term Incentive Plan approved by
the shareholders of TRW in April 1994.
TRW INC.
By:_____________________________
Secretary
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TERMS AND CONDITIONS
1. THE RIGHT.
This Right entitles you to receive shares of TRW Common in the event that
certain improvements in return on assets employed ("ROAE") for TRW are achieved
with respect to the calendar years 1994 through 1997 (the "Performance Period").
2. PERFORMANCE CRITERIA.
The definition of ROAE, for purposes of this Right, is set forth in
Exhibit A. The inclusion of the effects of acquisitions, divestitures and
similar unusual items in the calculation of ROAE shall be at the complete
discretion of the Compensation and Stock Option Committee of the Directors of
TRW (the "Committee").
A TRW matrix which consists of various ROAE figures for TRW for each
year of the Performance Period and percentage award levels related to each of
those figures is set forth in Exhibit B.
3. ISSUANCE OF TRW COMMON.
Promptly following the availability of year-end financial information
for TRW for each year in the Performance Period, a firm of certified public
accountants chosen by TRW will certify to TRW the ROAE of TRW for each such
year. That number of shares of TRW Common determined by multiplying the target
grant listed on Exhibit B by the applicable percentage shown next to the ROAE
figure (pro rata between ROAE figures shown) certified as described above for
the applicable calendar year will be issued to you as soon as practicable
thereafter. In the event you are entitled to receive for any applicable
calendar year a number of shares greater than that number of shares determined
by multiplying the target percentage for such year times your target grant, you
will be paid the cash equivalent for such excess shares unless the Committee
determines in its sole discretion to issue shares in lieu of cash. Such excess
shares will be valued at the average of the high and low sales prices of a share
of TRW Common on the New York Stock Exchange Composite Transactions Listing on
the day immediately prior to the date of payment.
4. TAXES.
Upon any issuance of shares of TRW Common pursuant to this Right, TRW
shall withhold delivery of the certificates evidencing such shares until you
make arrangements satisfactory to TRW to pay any withholding, transfer or other
taxes due as a result of such issuance. You may elect, in accordance with
applicable regulations of the Committee, to pay a portion or all of the amount
of required withholding taxes in shares of TRW Common, either by delivering to
TRW previously held shares of TRW Common or by having shares of TRW Common
withheld from the shares issued to you hereunder.
5. SECURITIES LAWS.
Shares of TRW Common shall not be issued hereunder if such issuance
would violate any Federal or state securities law. TRW will use its best
efforts to make such filings and initiate such proceedings as may be necessary
to prevent such violations unless the Directors of TRW determine, in their sole
discretion, that such filings or proceedings would result in undue expense or
hardship for TRW. TRW may place appropriate legends on the certificates for the
shares issued hereunder, give stop-transfer instructions to its transfer agents
or take any other action to achieve compliance with those laws in connection
with any issuance of shares hereunder or your resale of such shares.
6. TRANSFERABILITY.
This Right is not transferable other than by will or the laws of descent and
distribution.
7. DEATH.
In the event of your death, your estate or those so designated by will
or the laws of descent and distribution will be entitled to receive, at such
times as you would have received them, such shares of TRW Common as would have
been issued to you hereunder if you had remained employed throughout the entire
year in which your death occurred and the following year of the Performance
Period, if any.
8. TERMINATION OF EMPLOYMENT.
This Right shall terminate on the date of your termination of employment
and you shall not be entitled to any additional shares hereunder except for any
shares of TRW Common which may be issuable with respect to calendar years prior
to your termination. However, if your employment is terminated during the last
half of a calendar year, and if the Committee gives written consent on or
prior to the date on which shares of TRW Common are issuable pursuant to this
Right with respect to such year, you will be entitled to receive such number of
shares of
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TRW Common as would have been issued to you hereunder if you remained
employed through the end of the calendar year during which your employment
terminated multiplied by the fraction representing the number of months
employed during such year.
9. DISABILITY.
Notwithstanding the foregoing, if your termination of employment is due to
disability (as defined in the TRW long-term disability plan applicable to you),
you will be entitled to receive such shares of TRW Common as would have been
issued to you hereunder if you had remained employed for the entire year in
which the disability occurred and the following year of the Performance
Period, if any.
10. ADJUSTMENTS.
The Committee shall make such adjustments in the number and kind of
securities issuable pursuant hereto as it may determine are equitably required
to prevent dilution or enlargement of your rights that would otherwise result
from any stock dividend, stock split, combination of shares, recapitalization
or other change in the capital structure of TRW, merger, consolidation,
reorganization, partial or complete liquidation or other corporate transaction
or event having an effect similar to any of the foregoing.
11. AMENDMENTS.
In addition to the authority to make adjustments as provided in Section 10,
the Committee shall have the authority, until such time as a Change in Control
as defined in Section 12 occurs, to amend otherwise this grant provided that no
amendment shall contain terms and conditions inconsistent with the provisions of
the 1994 TRW Long-Term Incentive Plan. Notwithstanding the foregoing, if you
transfer positions or change responsibilities within TRW, the Committee may
amend this Right to reflect such changed circumstances; provided, however, that
any such amendment after a Change in Control occurs shall not reduce the value
of this Right to you.
12. CHANGE IN CONTROL.
In the event of a Change in Control of TRW, this Right will remain in effect so
long as you continue to be employed by TRW. For purposes of this Right, the
definition of Change in Control is the same as the definition contained in
resolutions adopted by the Committee on July 26, 1989. Such resolutions, in
summary, provide that a Change in Control is a change occurring (a) by virtue of
TRW's merger, consolidation or reorganization into or with, or transfer of
assets to, another corporation or (b) by virtue of a change in the majority of
the Directors during any two-year period unless the election of each new
Director was approved by a two-thirds vote of the Directors in office at the
beginning of such period or (c) through the acquisition of shares representing
20 percent or more of the voting power of TRW or (d) through any other change in
control reported in any filing with the Securities and Exchange Commission,
excluding, however, the acquisition of shares, or any report of such
acquisition, by TRW, a subsidiary of TRW or a TRW-sponsored employee benefit
plan. The language in the resolutions controls over this summary language.
If a Change in Control occurs after April 27, 1994, you will be entitled to
receive any shares of TRW Common issuable to you but not yet issued with respect
to the calendar year preceding the Change in Control. In addition, with respect
to remaining years in the Performance Period, you will be entitled to receive
shares of TRW Common equal to the greater of (a) such number of shares of TRW
Common as shall be determined by the Committee, prior to the Change in Control,
to be appropriate and consistent with this Right after taking into account prior
performance, trends in performance and anticipated future performance based on
information available at the time of the Committee's determination and (b) a
minimum number of shares of TRW Common as follows:
The minimum number of shares would be based on the 12-month ROAE for
TRW (calculated by determining the ROAE for TRW for the first 12 months of
the 15-month period ending on the last day of the month immediately
preceding the month in which the Change in Control occurred). The number
of shares for the year in which the Change in Control occurred would be
determined by applying such 12-month ROAE figure to the column of the TRW
matrix relating to the year in which the Change in Control occurred. The
number of shares for each subsequent year of the Performance Period would
be determined by using, in that year's TRW matrix column, the ROAE
appearing in the same row (or, using an arithmetic interpolation, the same
position between rows) of the TRW matrix as was used to determine the
payout for the year in which the Change in Control occurred. For example,
if the 12-month ROAE figure were two rows below the target level on the TRW
matrix for the calendar year in which the Change in Control occurred, it
would be assumed that the ROAE for any additional years remaining in the
Performance Period would be two rows below the target level for those
years. The aggregate number of shares of TRW Common payable with respect
to the year of the Change in Control and subsequent years in the
Performance Period, determined as set forth above, would be issued to you
promptly following the Change in Control.
If you continue employment with TRW after the Change in Control, shares of
TRW Common will be issued to you in accordance with this Right provided that the
number of shares of TRW Common that you are entitled to receive with respect to
a calendar year will be reduced by the number of shares of TRW Common previously
issued to you with respect to such year in accordance with the foregoing
paragraph.
13. MISCELLANEOUS.
This Right shall not be construed as giving you any right to continue in the
employ of TRW and is subject to the terms and conditions of the 1994 TRW
Long-Term Incentive Plan. Subject to the requirements and limitations in
Sections 10, 11 and 12 above, the Committee has authority to interpret and
construe any provision of this grant and any such interpretation and
construction shall be binding and conclusive. Except as provided in Section 12
above, no rights hereunder shall accrue to you with respect to any year in the
Performance Period until such year is completed and the ROAE for TRW for such
year has been certified to TRW as provided in Section 3 above. Thereafter your
rights will be limited to those expressly given by this Right. Any reference
in this grant to the Directors of TRW includes the Executive Committee of the
Directors.
14. ENTIRE AGREEMENT.
This Right sets forth the entire understanding between you and TRW with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, whether oral or written, relating hereto.