EX-10(H) 2001-02 Strategic Incentive Program Grant



Exhibit 10(h)

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2001-2002 STRATEGIC INCENTIVE PROGRAM GRANT


Terms and Conditions







1. The Grant

This Grant sets forth the terms and conditions under which you will receive
performance units in the event that certain financial goals are achieved with
respect to the calendar years 2001 through 2002 (the “Performance Period”).


2. Performance Criteria

The definition of the goals, for purposes of this Grant, is set forth in
Exhibit A. The criteria for including items in or excluding items from the
calculations set forth in Exhibit A shall be at the complete discretion of
the Compensation Committee of the TRW Directors (the “Committee”).


A goal scoring sheet for each of the two years in the Performance Period and
weighted award levels related to each of the financial goals is attached as
Exhibit B.


3. Payment

Promptly following the availability of financial information at the end of
each year in the Performance Period, the number of performance units to be
paid out will be determined by multiplying the Grant by the payout percent
generated by the goal scoring sheet. Each performance unit will be converted
into cash using the average of the high and the low sale price averages of a
share of TRW Common Stock (“TRW Common”) on the New York Stock Exchange
Composite Transactions Listing, as reported on the New York Stock Exchange
(the “Average TRW High and Low”) for each day on which such shares are traded
on the New York Stock Exchange during the months of December and January
preceding the date of payment. This amount will be paid to you in the
currency in which you receive your compensation.


4. Taxes

Upon any payment pursuant to this Grant, TRW will deduct any withholding or
other taxes due.


5. Transferability

This Grant is not transferable other than by will or the laws of descent and
distribution.


6. Death

If your termination of employment occurs as a result of your death during the
second year of the Performance Period, your estate or those so designated by
will or the laws of descent and distribution will be entitled to receive a
prorated payment reflecting the number of full months of service that you
were employed during the second year of the Performance Period. The value of
such payment will be based on target performance and each unit will be
converted to cash using the Average TRW High and Low for each day on which
such shares are traded on the New York Stock Exchange during the two full
calendar months preceding the date of your death.


7. Disability

If your termination of employment occurs in the second year of the
Performance Period due to disability for a period of more than twelve months
(as determined in accordance with the TRW U.S. Long-Term Disability Plan),
you will be entitled to receive a prorated payment reflecting the number of
full months of service during the second year of the Performance Period
before the commencement of your disability. The value of such payment will
be based on target performance and each unit will be converted to cash using
the Average TRW High and Low for each day on which such shares are traded on
the New York Stock Exchange during the two full calendar months preceding the
date of the commencement of your disability.


8. Termination of Employment

This Grant shall terminate on the date of your termination of employment and
you shall not be entitled to any additional payments hereunder. However, if
your employment is terminated as a result of retirement during the second
year of the Performance Period, you may be eligible to receive a prorated
payment reflecting the number of full months of service during the second
year of the Performance Period before your retirement, at the sole discretion
of the Committee. Such payment, if approved, will be made in February 2003.









9. Adjustments

The Committee shall make such adjustments in the number and kind of
performance units, including the right to receive any payouts, 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.


10. Change in Control

The Performance Period as referred to in this Grant will end immediately upon
a change in control of TRW Inc. For purposes of this Grant, a change in
control is defined in resolutions adopted by the Compensation Committee of
the Directors of TRW on July 26, 1989, which, 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 of TRW 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% 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; provided, however, that no change in control is deemed to have
occurred by 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 of the resolutions controls over this summary language.


If a Change in Control occurs prior to the time payment has been made for
the first year of the Performance Period, you will be entitled to receive a
payment for the full Performance Period, assuming maximum performance on all
goals. If a Change in Control occurs before the end of the second year of
the Performance Period, and after the payment has been made for the first
year of the Performance Period, you will be entitled to receive a payment
equal to fifty percent of the Grant, assuming maximum performance on all
goals. The number of units payable, determined in accordance with this
paragraph, will be issued to you promptly following the Change in Control
and will be valued using the Average TRW High and Low for each day on which
such shares are traded on the New York Stock Exchange during the 30 calendar
days preceding the date the Change in Control occurs.


11. Amendments

In addition to the authority to make adjustments as provided in Section 9,
the Committee shall have the authority, until such time as a Change in
Control as defined in Section 10 occurs, to amend this Grant.
Notwithstanding the foregoing, if you transfer positions or change
responsibilities within TRW and are no longer eligible to participate in this
Program, your Grant will automatically terminate and, if such transfer or
change in responsibilities occurs during the second year of the Performance
Period, you may be entitled to receive a prorated payout, at the sole
discretion of the Committee, based on the number of full months that your
Grant was in effect during the second year of the Performance Period. The
CEO or the Committee, as the case may be, also reserves the right to withhold
payment under this Grant due to individual performance.


12. Miscellaneous

This Grant shall not be construed as giving you any right to continue in the
employ of TRW. Subject to the requirements and limitations in Sections 10
and 11 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 Sections 6, 7 and 10 above, no
rights hereunder shall accrue to you with respect to the Performance Period
until such period is completed and the goals performance for such period has
been approved as provided in Section 3 above.


This Grant is an extraordinary item of compensation outside the scope of your
employment contract, if any. As such, this Grant is not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-term service awards,
social insurance contributions (except where local law specifically provides
otherwise), pension or retirement benefits, or similar payments.


13. Entire Agreement

This Grant 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.