exv10w15wg






EXHIBIT 10.15(g)




SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT




     SIXTH AMENDMENT dated as of November 20, 2009 (this “Amendment”) to EMPLOYMENT AGREEMENT dated
as of February 6, 2003, as amended (the “Agreement”), by and between TRW Automotive Inc. (the
“Company”), TRW Limited (“Limited”) and John C. Plant (“Executive”).



     WHEREAS, Executive elected to retire under the terms of the TRW Pension Scheme (U.K.)
effective as of April 6, 2009; and



     WHEREAS, in order to document their mutual understanding of the impact of Executive’s election
on the Agreement, including the cessation, as of April 6, 2009, of Executive’s employment with
Limited and active participation in certain related benefit plans, Executive, the Company, and
Limited desire to amend the Agreement as set forth below.



     In consideration of the premises and mutual covenants herein, 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. Removal of Limited as a Party to the Agreement. The Agreement shall be amended to
remove Limited as a party thereto and, except where the context clearly indicates otherwise, all
references to Limited throughout the Agreement shall be deleted. Further, all rights and
obligations of Limited that accrue or arise under the Agreement on or after April 6, 2009 shall be
solely the rights and obligations of the Company, except where the context clearly indicates
otherwise.



     3. Removal of Section 5(b) of the Agreement. Section 5(b) of the Agreement shall be
amended in its entirety to read as follows: “(b) Intentionally omitted.”



     4. Amendment to Schedule 5A of the Agreement. Schedule 5A of the Agreement shall be
amended to remove therefrom any and all references to the Pension Scheme (U.K.).



     5. Removal of Schedule 5B of the Agreement. The Agreement shall be amended to remove
Schedule 5B therefrom.



     6. No Other Amendments; Effectiveness. Except as set forth in this Amendment, the
Agreement is ratified and confirmed in all respects. The parties acknowledge and agree that the
provisions of this Amendment clarify and document changes to the Agreement that became effective on
April 6, 2009.



     7. Governing Law. This Amendment 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.



     8. Counterparts. This Amendment may be signed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same agreement.



 









 





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     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and
year first above written.



TRW Automotive Inc.




	 	 	 	 	 	 	 
	By:

	 	/s/ Neil E. Marchuk
	 	 	 	/s/ John C. Plant
	 

	 	 
	 	 	 	 
	Name:

	 	Neil E. Marchuk
	 	 	 	John C. Plant
	Title:

	 	Executive Vice President

Human Resources	 	 	 	 
	 
	 	 	 	 	 	 
	TRW Limited	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Neil E. Marchuk
	 	 	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	Neil E. Marchuk
	 	 	 	 
	Title:

	 	Attorney-in-Fact