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Exhibit 10(p)
TRW INC.
DEFERRED COMPENSATION PLAN
THIS AMENDED AND RESTATED PLAN, established by TRW Inc. ("TRW")
effective July 28, 1993, and as amended from time to time, including this
amendment and restatement effective February 4, 1997, is for the benefit of
certain employees of the Corporation in executive, managerial or professional
capacities so as to enhance the Corporation's ability to attract and retain
outstanding employees who are expected to contribute to its success. It shall
remain in effect, as it may be amended from time to time, until termination as
provided in Article VII of the Plan.
ARTICLE I
DEFINITIONS
For the purposes of the Plan, the following words and phrases shall mean:
1.1 ACCOUNT. The bookkeeping or accounting records maintained (having and
requiring no segregation or holding of any assets) by TRW pursuant to Article IV
with respect to and resulting from a Participant's Deferral Election.
1.2 AFFILIATE.
(a) Any corporation incorporated under the laws of one of the
United States of America of which TRW owns, directly or indirectly, in
excess of 50% of the combined voting power of all classes of stock or
in excess of 50% of the total value of the shares of all classes of
stock (all within the meaning of Section 1563 of the Code);
(b) any partnership or other business entity organized under
such laws, in which TRW owns, directly or indirectly, (i) in excess of
50% of the total capital or profits interest of such partnership, or
(ii) in excess of 50% or more of the total value of such other business
entity (all within the meaning of Section 414(c) of the Code); and
(c) any other company designated as an Affiliate by the
Committee.
1.3 BENEFICIARY. The person, persons or entity entitled under Article VI to
receive any Plan Benefits payable after a Participant's death.
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1.4 CODE. The Internal Revenue Code of 1986, as amended. References in
the Plan to Sections of the Code are to such Sections as in effect on the
Effective Date or any successor provision.
1.5 COMMITTEE. The Compensation and Stock Option Committee of the
Directors.
1.6 CORPORATION. TRW or an Affiliate of TRW.
1.7 DATE OF DEPOSIT. The Determination Date immediately preceding the
date that, but for the Deferral Election, the Incentive Compensation would be
paid.
1.8 DEFERRAL ELECTION. An election pursuant to Article III by an
Eligible Employee to defer receipt of all or part of his Incentive Compensation.
1.9 DEFERRED COMPENSATION. The portion of Incentive Compensation which an
Eligible Employee elects to defer pursuant to a Participation Agreement.
1.10 DETERMINATION DATE. The last day of each calendar month.
1.11 DIRECTORS. The Directors of TRW.
1.12 EFFECTIVE DATE. July 28, 1993, the effective date of the establishment
of the Plan.
1.13 ELIGIBLE EMPLOYEE. A person (who must be a U.S. citizen or a U.S.
resident alien) in the full-time active salary employ of the Corporation
who is employed at Operational Incentive Plan Level III or above at the end of
the year for which a Deferral Election applies, or who retires or is terminated
due to a divestiture after executing a valid Deferral Election in the year the
retirement is effective.
1.14 EXECUTIVE OFFICER. Any Eligible Employee who is an "executive
officer" of TRW for the purposes of Rule 3b-7 under the Securities Exchange Act
of 1934.
1.15 FINANCIAL HARDSHIP. A severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined in ss.152(a) of the Code) of the Participant, loss of
the Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstance arising as a result of events beyond the control of
the Participant. In case of the Participant's death, the word "Beneficiary or
other person or entity entitled to receive a Plan Benefit" shall be substituted
for the word "Participant" wherever the latter appears in this Section 1.15.
1.16 HIGHLY-PAID EMPLOYEE. A person in the full-time active salary employ of
the Corporation who (i) will earn, in salary and in bonus (assuming full year
employment and no deferral of compensation), at least $150,000 (or such greater
sum (effective January 1, 1997, $160,000) if the qualified benefit plan
limitation is increased by the Internal Revenue Service) in the year of the
Deferral Election or
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(ii) is already a participant in TRW's supplemental nonqualified benefit plans
or (iii) is a U.S. citizen or U.S. resident alien who is Operational Incentive
Plan Level III or above and is employed by either TRW Overseas Inc. or TRW
Systems Overseas Inc.
1.17 INCENTIVE BONUS. A cash award payable to an Eligible Employee under
TRW's Operational Incentive Plan (or similar compensation program that
replaces the Operational Incentive Plan).
1.18 INCENTIVE COMPENSATION. Any cash award payable to an Eligible Employee
as an Incentive Bonus or, if applicable, a Strategic Grant that, but for a
Deferral Election under the Plan, would be paid to the Eligible Employee and
considered to be "wages" for purposes of United States federal income tax
withholding (or other appropriate jurisdiction).
1.19 INTEREST RATE OR INTEREST. One-twelfth of the annual interest rate,
equal to 110% of the applicable long-term federal rate as published by the
Internal Revenue Service pursuant to Code Section 1274(d) or any successor
provision and in effect on the first business day of each calendar month.
1.20 INVESTMENT FUND RETURNS. The gains or losses in one or more of the
investment funds offered to participants under the TRW Employee Stock Ownership
and Savings Plan, any of which shall be available to any Participant for
purposes of having such investment fund results credited to his Account under
this Plan.
1.21 PARTICIPANT. An Eligible Employee who has elected to participate in the
Plan and has executed and filed with TRW a Participation Agreement as provided
in Article III; provided, however, that such term shall include a person who no
longer has an effective Deferral Election so long as he retains, under the Plan,
an interest in an Account under the Plan.
1.22 PARTICIPANT AGREEMENT. An agreement between TRW and a Participant
setting forth the Participant's Deferral Election.
1.23 PLAN. This Deferred Compensation Plan, as it may be amended from time
to time.
1.24 PLAN BENEFIT. The benefit payable to a Participant in accordance with
Article V hereof.
1.25 PLAN YEAR. Each of the twelve-month periods ending December 31 and
occurring while the Plan remains in effect. The term "Plan Year" shall also
include the period beginning on the Effective Date and ending December 31, 1993,
and any period of less than twelve months beginning January 1 and ending on the
date the Plan is terminated.
1.26 PRE-RETIREMENT PAYMENT SUB-ACCOUNT. A Sub-Account of a Participant's
Account, established pursuant to Section 4.3, to which there shall be
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credited Deferred Compensation under a single Deferral Election, and all
interest accrued thereon, as to which the Participant has elected payment of his
Plan Benefit in either five years or ten years from the Date of Deposit.
1.27 RETIREMENT PAYMENT SUB-ACCOUNT. A Sub-Account of a Participant's Account,
established pursuant to Section 4.3, to which there shall be credited Deferred
Compensation under all Deferral Elections, and all interest accrued thereon, as
to which the Plan Benefit is intended to be payable following retirement of the
Participant from the Corporation.
1.28 SPECIAL COMMITTEE. The committee composed of the head of Human Resources,
the General Counsel and the Chief Financial Officer of TRW, which committee
reviews and acts upon the requests of Participants (other than Participants who
are Executive Officers, whose requests are acted upon by the Committee) to
receive early payout as a result of a Financial Hardship or to change payout
upon retirement.
1.29 STRATEGIC GRANT. A cash award and/or performance unit payable to an
Eligible Employee pursuant to TRW's Strategic Incentive Program (or similar
long-term compensation plan that replaces or augments the Strategic Incentive
Program).
1.30 SUB-ACCOUNT. A Pre-Retirement Payment Sub-Account or a Retirement
Payment Sub-Account.
1.31 TERMINATION OF EMPLOYMENT. Any severance of a Participant from full-time
active salaried employment by the Corporation for any reason (other than a
transfer of employment from TRW to an Affiliate, from an Affiliate to another
Affiliate or from an Affiliate to TRW).
1.32 TRW. TRW Inc., an Ohio corporation.
ARTICLE II
ADMINISTRATION
2.1 ADMINISTRATORS. The Plan shall be administered by the Committee and the
Special Committee, and certain decisions concerning Financial Hardship and
change in payment upon retirement may be made by the Special Committee. Except
as otherwise provided herein, decisions of the Committee or the Special
Committee shall be final and binding on all parties.
2.2 COMMITTEE. The Committee shall have the authority (a) to make, amend,
interpret and enforce all rules and regulations for the administration of the
Plan and (b) to decide all questions, including interpretation of the Plan as
may arise in connection with the Plan insofar as it is applicable to
Participants (i) who are Executive Officers or (ii) with respect to whom
questions are referred to the Committee by the head of Human Resources. A
majority of the members of the Committee shall constitute a quorum. The
Committee may act by a vote of a
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majority of a quorum at a meeting or by a writing signed by a majority of the
members of the Committee.
2.3 HUMAN RESOURCES. The head of Human Resources shall administer the Plan in
accordance with the terms of the Plan and the rules and regulations of the Plan
as established by the Committee. Consistent with the authorized precedents and
the rules and regulations authorized by the Committee, the head of Human
Resources shall have the authority to decide all questions, including
interpretations of the Plan, as may arise in connection with the Plan insofar as
it is applicable to Participants other than Executive Officers.
2.4 SPECIAL COMMITTEE. With regard to all Participants, other than
Participants who are Executive Officers, the Special Committee shall act
upon (i) written requests of Participants concerning early payout of some or all
of the Participant's Account balances as a result of Financial Hardship and (ii)
written requests of Participants to change the payout of a Participant's
Retirement Payment Sub-Account as provided by Section 5.1(b). The Special
Committee may act by a vote of the majority at a meeting or by a writing signed
by a majority of the members of the Special Committee.
2.5 FINANCIAL HARDSHIP AND RETIREMENT PAYOUT CHANGE REQUESTS. In order for a
request to be considered by the Special Committee (or, in the case of a request
as set forth in clauses (i) or (ii) of Section 2.4 by an Executive Officer, the
Committee), the requests must (i) be in writing and delivered to the head of
Human Resources, (ii) set forth whether the Participant is requesting an early
payout because of a Financial Hardship or a change of payout upon retirement,
(iii) set forth the reasons for such request, including in detail the Financial
Hardship or the circumstances that necessitate the change of payout upon
retirement, (iv) in the case of a request as a result of a Financial Hardship
set forth the amount of such Participant's Account that the Participant wishes
to be paid and the Sub-Accounts from which such early payout shall be made and
(v) in the case of a change of payout at retirement set forth the manner in
which the Participant wishes to receive payout (e.g., single sum or in five
annual installments). Compliance with the petition procedures set forth in this
Section 2.5 does not insure that the request will be granted by the Special
Committee (or the Committee).
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ARTICLE III
PARTICIPATION
3.1 PARTICIPATION.
(a) Subject to the limitations set forth in this Article III,
any person who is an Eligible Employee in the year for which the
Incentive Compensation deferred under a Deferral Election under this
Section 3.1 is payable may participate in the Plan by executing and
filing with the head of Human Resources a Participation Agreement;
provided, however, the election to defer Incentive Bonus will not be
effective unless the Eligible Employee is also a Highly-Paid Employee.
The head of Human Resources shall determine, in his sole discretion,
which Eligible Employees are likely to be Highly-Paid Employees during
the year in which the Deferral Election is made. The head of Human
Resources shall then notify Eligible Employees whether their elections
to defer Incentive Bonuses are effective.
(b) In each Participation Agreement, the Eligible
Employee shall specify:
(i) the percentage or dollar amount of
Incentive Bonus and the percentage or the dollar
amount of Strategic Grant in respect of a specified TRW fiscal
year to be deferred;
(ii) the Investment Fund Returns and/or Interest
Rate to be credited to the Participant's entire Account;
(iii) subject to the limitations of Section 5.1,
the form of Plan Benefit (i.e., whether such benefits are
intended to be paid following retirement or five or ten years
from the Date of Deposit).
If the Eligible Employee chooses to defer a dollar amount of the
Incentive Bonus or the Strategic Grant and to the extent that dollar
amount specified exceeds the eligible amount of the Incentive Bonus or
the Strategic Grant, as applicable, the amount actually deferred shall
be the eligible amount of the Incentive Bonus or the Strategic Grant,
as applicable. If the Eligible Employee has chosen to have Deferred
Compensation paid five or ten years from the Date of Deposit, such
payments shall be made as provided in Section 5.1(d) below.
(c) Before September 30 of each Plan Year, each Eligible
Employee who elects to become a Participant shall file with the head of
Human Resources a Participation Agreement specifying the items
identified in paragraph (b) above.
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3.2 DEFERRAL ELECTIONS. Subject to the restrictions concerning deferral of
Incentive Bonus set forth in Section 3.1(a), any Eligible Employee may elect to
defer any percentage or dollar amount (but not both a percentage and dollar
amount, but an Eligible Employee can defer a specified dollar amount of one of
his Incentive Bonus and Strategic Grant and a percentage of the other) of each
of his Strategic Grant and his Incentive Bonus; provided, however, that, to the
extent that the Eligible Employee chooses to defer a percentage of his Incentive
Bonus and/or Strategic Bonus, each Deferral Election, to be effective, must
result in deferral of a minimum of 10% of the Eligible Employee's Incentive
Bonus and/or Strategic Grant (provided that an Eligible Employee may elect to
defer a portion of his Incentive Bonus and none of his Strategic Grant and vice
versa) and the Deferral Elections must be in increments of 5% for each of the
Strategic Grant and Incentive Bonus, which election percentages do not need to
be identical; further, provided, however, that, to the extent that the Eligible
Employee chooses to defer a specified amount of his Incentive Bonus and/or
Strategic Bonus, each Deferral Election, to be effective, must result in
deferral of a minimum of $10,000 of the Eligible Employee's Incentive Bonus
and/or Strategic Grant (provided that an Eligible Employee may elect to defer a
portion of his Incentive Bonus and none of his Strategic Grant and vice versa)
and the Deferral Elections must be in increments of $1,000 for each of the
Strategic Grant and Incentive Bonus, which election amounts do not need to be
identical.
3.3 MODIFICATION OF DEFERRAL ELECTION. By written notice to TRW, a Deferral
Election filed in any Plan Year may be modified or revoked at any time prior to
October 1 of such Plan Year. Thereafter, a Deferral Election specified in a
Participation Agreement shall be irrevocable, except that the Committee or the
Special Committee, as appropriate under Article II, may permit a Participant at
any time prior to the actual deferral of the Incentive Compensation to reduce
the designated percentage to be deferred upon a finding, based upon uniform
standards established by the Committee, that the Participant has suffered a
Financial Hardship.
ARTICLE IV
DEFERRED COMPENSATION
4.1 DEFERRED COMPENSATION. The amount of Incentive Compensation deferred
pursuant to a Deferral Election shall be withheld in a single sum at the time
such Incentive Compensation, but for a Deferral Election, would be paid.
4.2 WITHHOLDING OF TAXES AND SSP/BEP CONTRIBUTIONS. Any withholding of taxes
or other amounts which is required by any federal, state, or local law shall be
withheld from the Participant's remaining undeferred Incentive Compensation, if
any. If necessary in order to comply with any federal, state or local law, the
amount of Incentive Compensation deferred may be reduced by an amount equal to
any required withholding. Otherwise, such withholding may be made from any of
the Participant's other compensation payable by the Corporation, or, at the
election of the head of Human Resources, a Participant may be permitted to pay
to the Corporation the amount of any such required withholding at or prior to
the
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time such withholding would otherwise be required to be made. In addition,
the amount of Incentive Compensation deferred shall be reduced by the amount of
TRW Stock Savings Plan and Benefits Equalization Plan contributions to be made
by the Eligible Employee on account of such Incentive Compensation.
4.3 ACCOUNTS. For recordkeeping purposes only, a separate Account shall be
established and maintained by TRW for each Participant to which his Deferred
Compensation and Investment Fund Returns or Interest accrued thereon pursuant to
Section 4.4 shall be credited (or charged). Each such Account shall be divided
into the following Sub-Accounts for purposes of Section 5.1: (i) a Retirement
Payment Sub-Account to which there shall be credited all Incentive Compensation
deferred (and all Investment Fund Returns or Interest thereon) pursuant to all
Deferral Elections under which a Plan Benefit is payable the year following
retirement; and (ii) a separate Pre-Retirement Payment Sub-Account for each
Deferral Election under which the Participant has elected that his Plan Benefit
be payable five or ten years from the Date of Deposit, to which the Incentive
Compensation deferred (and all Investment Fund Returns or Interest thereon)
pursuant to such Deferral Election shall be credited.
4.4 DETERMINATION OF ACCOUNT. The value of each Participant's Account as of
each Determination Date shall be the total of the Participant's Retirement
Payment and Pre-Retirement Payment Sub-Accounts. The value of each such
Sub-Account shall consist of (i) the balance of such Sub-Account as of the last
preceding Determination Date plus (ii) any Deferred Compensation credited to
such Sub-Account since the last preceding Determination Date, (iii) adjusted for
Investment Fund Returns or Interest since the last preceding Determination Date
based upon the Investment Fund Returns or Interest Rate selected by the
Participant under this Plan, less (iv) the amount of all Plan Benefits, if any,
paid during the period since the last preceding Determination Date.
4.5 STATEMENT OF ACCOUNTS. TRW shall submit to each Participant, within 120
days after the close of each Plan Year and at such other times as determined by
the Committee, a statement setting forth the total balance of the Participant's
Account, and the balance of each Sub-Account thereof, as of the last day of such
Plan Year and as of the last day of the immediately preceding Plan Year, the
Deferred Compensation and Investment Fund Returns credited or charged, or
Interest accrued thereon, to each Sub-Account during the Plan Year and the
payments of the Plan Benefits from each Sub-Account during the Plan Year.
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ARTICLE V
PLAN BENEFITS
5.1 PLAN BENEFITS PAYABLE ON TERMINATION OF EMPLOYMENT, FIVE YEARS FROM DATE
OF DEPOSIT OR TEN YEARS FROM DATE OF DEPOSIT.
(a) Subject to the provisions of Section 5.1(b) and except as
otherwise provided below, upon Termination of Employment a Participant
shall receive a Plan Benefit equal to the balance of his Account as of
the Determination Date immediately preceding such Termination of
Employment, plus the amount of any Deferred Compensation credited his
Account after such Determination Date. Such Plan Benefit shall be
payable as a single sum during the January following such Termination
of Employment. In addition, the Participant's Account shall be credited
with gains or losses on the balance of his Account for the period from
such Determination Date to the date of payment based upon the
applicable Investment Fund Returns or Interest Rate. However, in the
event that the Termination of Employment is the result of a divestiture
of the unit or operations of the Corporation where the Participant
worked prior to Termination of Employment and the Participant obtains
employment with the entity that acquired such unit or operations, then
the balance of such Participant's Account shall not be payable until
such Participant's termination of employment from such entity (or its
successor) and the balance of such Participant's Pre-Retirement Payment
Sub-Account shall not be payable until such time as the Participant
would have received payment in accordance with the original Deferral
Election had the Participant's employment with the Corporation not been
terminated. At such time, the amounts in such Participant's Account
shall be paid as set forth in Sections 5.1(b) and 5.1(e). Such
Participant's Account shall continue to be credited or charged with
Investment Fund Returns or accrued Interest following such
Participant's Termination of Employment through payment in full of his
or her Account.
(b) In the event that a Participant's Termination of
Employment occurs as a result of his retirement, the Participant shall
receive the Plan Benefit payable in respect of his Retirement Payment
Sub-Account in ten annual installments commencing in the year following
the year that Termination of Employment occurred; provided, however,
that the Participant can petition the Special Committee (or the
Committee in the case of an Executive Officer) at any time at least six
months prior to retirement to change such payment into five annual
installments or a single sum; further provided, that any such payment
change approved by the Special Committee (or the Committee) shall not
be effective until the calendar year following the date of the payment
change. In the event that payment shall be made in a single sum, such
payment shall be in accordance with the procedures set forth in Section
5.1(a) above, but in
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no event in the same calendar year as the year of any requested
change and no earlier than January 1 of the calendar year
following the year that Termination of Employment occurred. In the
event that the payment shall be made in installments, such payments
shall be made in accordance with Section 5.1(e) below. If, at the time
of retirement, the Participant has a credit in a Pre-Retirement Payment
Sub-Account, such Sub-Account balances shall be paid in a single sum
following retirement in accordance with the procedures set forth in
Section 5.1(a) above.
(c) In the event that a Participant's Termination of
Employment occurs because of his death, his Beneficiary or, if no
designated Beneficiary shall survive him, his estate shall receive the
Plan Benefit in the manner provided in Section 5.1(a); provided,
however, that if the Participant's Beneficiary designation shall result
in all or any part of his Plan Benefit passing to his surviving spouse
or to an entity for the benefit of his surviving spouse in such a way
as to qualify for the marital deduction under Section 2056 of the
Code, and at the time of his death the Participant was eligible to
retire and had elected to receive his Plan Benefits in his Retirement
Payment Sub-Account in installments pursuant to Section 5.1(b),
payments from his Retirement Payment Sub-Account shall be made to such
surviving spouse or to such entity for the benefit of such surviving
spouse, as the case may be, in the manner provided in Section 5.1(b).
Notwithstanding the foregoing, if such surviving spouse shall die
prior to complete distribution of all Plan Benefits, the balance then
remaining in such Retirement Payment Sub-Account shall be paid to the
estate of such surviving spouse or to such entity for the benefit of
such surviving spouse, as the case may be, in a single sum the January
following such spouse's death.
(d) If the Participant has chosen in his Deferral Election to
receive payouts either five or ten years from the Date of Deposit (as
opposed to upon retirement from the Corporation), payments shall be
made in a single sum form from each Pre-Retirement Payment Sub-Account
of the Participant on or before February 15 of the year either five or
ten years (depending upon the applicable Deferral Election) following
the applicable Date of Deposit; provided, however, that if Termination
of Employment has occurred prior to payment, payment of the
Participant's Plan Benefits shall be made as provided in Section
5.1(a).
(e) If the payments from the Participant's Retirement Payment
Sub-Account are to be paid in installment form, such installments shall
be paid in either five or ten annual installments between February 1
and February 15 of each year in which an installment is to be made;
provided, however, that the initial installment payment will be made a
reasonable time following Termination of Employment (but no earlier
than February 1 of the calendar year following the year that
Termination of Employment occurred). Installment payments will commence
in the year following the Participant's Termination of Employment. If
annual installments are paid, the balance of the Account shall continue
to be credited or charged with
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Investment Fund Returns or Interest as previously elected by the
Participant in accordance with Section 3.1(b).
5.2 WITHDRAWAL OF PLAN BENEFIT. No Plan Benefit shall be payable prior to the
Participant's Termination of Employment other than in the form determined
pursuant to Section 5.1(d), except that the Committee or the Special Committee,
as appropriate under Article II, may permit a Participant or, after a
Participant's death, a Participant's Beneficiary or other person or entity
entitled to receive such Plan Benefit, to withdraw from the Participant's
Account an amount necessary to meet a Financial Hardship.
5.3 WITHHOLDING; PAYROLL TAXES. TRW shall withhold from Plan Benefits payable
under the Plan any taxes required to be withheld from an employee's wages for
the federal or any state or local governments.
5.4 FULL PAYMENT OF BENEFITS. Notwithstanding any other provision of the
Plan, all Plan Benefits shall be paid to the Participant no later than the
January 5 next preceding the Participant's 80th birthday.
ARTICLE VI
BENEFICIARY DESIGNATION
6.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
time, to designate any person or persons as his Beneficiary (both principal as
well as contingent) to whom payment under the Plan shall be made in the
event of his death prior to complete distribution of all Plan Benefits due him
under the Plan. Any Beneficiary designation shall be made in writing on a form
prescribed by the Committee and shall become effective only when filed with the
head of Human Resources.
6.2 AMENDMENTS. Subject to the limitations of Section 6.1 of the Plan, any
Beneficiary designation may be changed by a Participant only by written notice
of such change to the head of Human Resources on a form prescribed by the
Committee. The filing of a new Beneficiary designation form will cancel all
prior Beneficiary designations.
6.3 ABSENCE OF EFFECTIVE BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided above or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's Plan Benefit, the Participant's remaining Plan Benefit shall be
paid to his estate.
6.4 EFFECT OF PAYMENT. Payment to the Beneficiary designated pursuant to
Sections 6.1 and 6.2 or to the Participant's estate pursuant to Section 6.3
shall completely discharge TRW's obligations under the Plan.
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ARTICLE VII
AMENDMENT AND TERMINATION OF PLAN
7.1 TERMINATION. The Committee shall have the power in its sole discretion to
suspend or terminate the Plan at any time, except that no such action shall
adversely affect rights with respect to any Account without the consent of the
person affected.
7.2 AMENDMENT. The Committee can amend any part of this Plan (including,
without limitation, changing the Interest Rate or Investment Fund Returns to be
paid to current and future Participants or changing who can become Participants)
in its sole discretion without notice to Participants.
ARTICLE VIII
MISCELLANEOUS
8.1 UNFUNDED PLAN. The Plan is an unfunded plan maintained by TRW primarily
to provide Deferred Compensation benefits for a select group of executive,
managerial or professional employees of the Corporation.
8.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
estates, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of TRW. Such assets of TRW
shall not be held under any trust or in any other way as collateral security for
the fulfillment of the obligations of TRW under the Plan. Any and all of TRW's
assets shall be, and remain, the general, unpledged, unrestricted assets of TRW.
TRW's sole obligation under the Plan shall be merely that of an unfunded and
unsecured promise of TRW to pay money in the future.
8.3 NONASSIGNABILITY. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey, in advance of actual
receipt, any Plan Benefit. Plan Benefits and all rights to Plan Benefits are and
shall be nonassignable and nontransferable prior to actual payment as provided
by the Plan. Any such attempted assignment or transfer shall be ineffective;
TRW's sole obligation shall be to pay Plan Benefits to the Participant, his
Beneficiary or his estate as appropriate. No part of any Plan Benefit shall,
prior to actual payment as provided by the Plan, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person; nor shall any Plan
Benefit be transferable by operation of law in the event of a Participant's or
any other person's bankruptcy or insolvency, except as required by law.
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8.4 NOT A CONTRACT OF EMPLOYMENT. Neither the terms and conditions of the Plan
nor those of any Participation Agreement shall be deemed to constitute a
contract of employment between the Corporation and the Participant, and neither
the Participant, his Beneficiary nor his estate shall have any rights against
TRW under the Plan except as may otherwise be specifically provided in the Plan.
Moreover, nothing in the Plan shall be deemed to give a Participant the right to
be retained in the service of the Corporation or to interfere with the right of
the Corporation to discipline, discharge or change the status of a Participant
at any time. Further, nothing in the Plan shall be deemed to give a Participant
a right to receive any Incentive Compensation.
8.5 PROTECTIVE PROVISIONS. A Participant will cooperate with TRW by furnishing
any and all information requested by TRW in order to facilitate the payment of
Plan Benefits under the Plan, and by taking such other action as may be
reasonably requested by TRW.
8.6 TERMS. Whenever any words are used in the Plan in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used in the Plan in the singular
or in the plural, they shall be construed as though they were used in the
plural or singular, as the case may be, in all cases where they would so apply.
8.7 CAPTIONS. The captions of the articles and sections of the Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.
8.8. GOVERNING LAW. The provisions of the Plan shall be construed and
interpreted according to the laws of the State of Ohio.
8.9 VALIDITY. In case any provision of the Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of the Plan, and the Plan shall be construed and enforced
as if such illegal or invalid provision were not included in the Plan.
8.10 NOTICE OR FILING. Any notice or filing required or permitted to be given
to TRW or a Participant under the Plan shall be sufficient if in writing and
hand delivered, or sent by regular mail or by registered or certified mail, to
the principal office of TRW or to the last known address of the
Participant, as the case may be. Such notice or filing shall be deemed given or
made (i) when hand delivered to the residence or offices of the recipient, (ii)
as of five days after the date of mailing if delivery is made by regular mail,
or, (iii) as of five days after the date shown on the postmark on the receipt
for registration or certification provided to the sender at the time of mailing,
if by registered or certified mail.
8.11 SUCCESSORS. The provisions of the Plan shall bind and obligate TRW and
any successors. The term "successors" as used in this Section 8.11 shall include
any corporate or other business entity which shall, whether by merger,
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consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of TRW and successors of any such corporation or other
business entity.
8.12 EXPENSES AND COSTS. TRW shall bear all expenses and costs in connection
with the operation of the Plan.
8.13 RELIANCE ON CERTIFIED PUBLIC ACCOUNTANTS. TRW, the Directors, the
Committee, the Special Committee, the head of Human Resources and any employee
of TRW or the Corporation shall be fully protected for actions taken in good
faith based on the computations and reports made pursuant to or in connection
with the Plan by the independent certified public accountants who audit TRW's
accounts.
ARTICLE IX
CLAIMS PROCEDURE
9.1 CLAIM. Any person claiming a Plan Benefit, requesting an interpretation
or ruling under the Plan (other than a ruling under Section 2.5 above or the
determination as to whether an Eligible Employee is a Highly Paid Employee), or
requesting information under the Plan shall present the request in writing to
the head of Human Resources who (a) shall respond in writing within 90 days
following his receipt of the request or (b) in the case of a claimant who is an
Executive Officer, shall refer the claim with his recommended response to the
Committee, which shall respond in writing within 120 days following the receipt
of the request by the head of Human Resources.
9.2 DENIAL OF CLAIM. If the claim or request is denied, the written notice of
denial shall state (i) the reasons for denial; (ii) a description of any
additional material or information required and an explanation of why it is
necessary; and (iii) an explanation of the Plan's claim review procedure.
9.3 REVIEW OF CLAIM. Any person whose claim or request is denied may make a
second request for review by notice given in writing to the head of Human
Resources. The claim or request shall be reviewed further by the head of Human
Resources or the Committee, as appropriate, and he or it may, but shall not be
required to, grant the claimant a hearing.
9.4 FINAL DECISION. A decision on such second request shall normally be made
within 60 days after the date of the second request. If an extension of time is
required for a hearing or other special circumstances, the claimant shall be
notified and the time limit shall be 120 days from the date of the second
request. The decision shall be in writing and, whether made by the head of Human
Resources or the Committee, shall be final and bind all parties concerned.
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PARTICIPATION AGREEMENT
The undersigned hereby agrees to participate in the TRW Inc. Deferred
Compensation Plan (the "Plan") for the following Incentive Compensation received
by the undersigned on account of the year 19__. The undersigned acknowledges
that if in accordance with the Plan the undersigned is not a Highly Paid
Employee under the Plan, the undersigned's election to defer the Incentive
Compensation will become invalid. The undersigned agrees that he/she has read
the Plan and agrees that the following elections are governed by the Plan.
DEFERRAL PERCENTAGES OR AMOUNTS (Percentage elections must be in increments of
5%, with a 10% minimum election, and dollar elections must be in increments of
$1,000, with a $10,000 minimum election; elections for OIP bonus and strategic
incentive grant need not be the same; you cannot elect both a percentage and a
dollar amount for the same payment source):
OIP Bonus ______% or $_______
Strategic Incentive Grant ______% or $_______
ELECTION OPTIONS (Choose only one):
___ Paid in lump sum five years from the Date of Deposit
___ Paid in lump sum ten years from the Date of Deposit
___ Paid following retirement in ten annual installments unless a
change has been approved in accordance with Section 2.5 of
the Plan
In order for the above elections to be effective, this form must be
fully completed and returned to the head of Human Resources no later than
September 30, 19__.
Unless the undersigned has a Beneficiary Designation Form on file for this Plan
with Human Resources, this Participation Agreement must be accompanied by an
executed Beneficiary Designation Form.
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Signature of Participant Participant's Full Name
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Date Participant's Social Security #
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