EX-10(F) Stk Opt Agrmt Qualified/Rules of France



Exhibit 10(f)

[TRW LOGO]

Stock Option Agreement Qualified


Under the Laws of France


TERMS AND CONDITIONS


1. Purchase Rights


This option cannot be exercised before the fifth anniversary of the date of
grant. After that you will be entitled to purchase all of the shares covered
by this option, provided that you have been continuously employed with TRW
Inc. (“TRW”) since the date of grant. If the laws in France requiring that
options be held for five years from the date of grant in order to qualify for
favorable tax and social treatment applicable to stock options granted under
the Law °70-1322 of December 31, 1970, as subsequently amended,
are amended to require a holding period of less than five years, this option
shall become exercisable upon the expiration of such shorter holding period,
provided that you have been continuously employed with TRW since the date of
grant; provided, however, that if such holding period shall be less than three
years, this option shall become exercisable in accordance with whichever of
the following schedules shall be applicable:


One-year holding period:



	 	 	 
			Cumulative Maximum Percentage of
	Number of Full Years of Continuous		Optioned Shares That May Be
	Service After Date of Grant		Purchased
	
		

	1

2

3		
33-1/3%

66-2/3%

100%



Two-year holding period:



	 	 	 
			Cumulative Maximum Percentage of
	Number of Full Years of Continuous		Optioned Shares That May Be
	Service After Date of Grant		Purchased
	
		

	2

3		
66-2/3%

100%



The number of shares that may be purchased in accordance with the foregoing
schedules shall be rounded down to the nearest whole share for each of the
first two years. Notwithstanding the foregoing, in the event of the
termination of your employment due to your death or to your disability for a
period of more than twelve months (as defined in the TRW U.S. Long-Term
Disability Plan), or in the event of a change in control of TRW, this option
will immediately become exercisable in respect of all of the shares covered by
this grant. For purposes of this agreement, 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.


2. Exercise in Whole or Part


To the extent this option has become exercisable, you may purchase on any date
or dates all or any part of the shares which you are then entitled to
purchase. However, no fractional shares may be purchased.


3. Term of Option


To the extent this option has become exercisable in accordance with Section 1
above, it may be exercised by you at any time during the 10-year period
beginning on the date of grant. To the extent this option remains
unexercised, your unexercised purchase rights will terminate upon the first to
occur of (i) the end of such ten-year period or (ii) three months after the
date on which your employment with TRW terminates. Notwithstanding the
foregoing, in the following cases your unexercised purchase rights will
terminate at the times set forth in the following clauses:



	(a)	 	If the Directors of TRW find that you intentionally committed an act,
which act is inimical to the interests of TRW or a subsidiary, your
unexercised purchase rights will terminate as of the time you committed
such act, as determined by the Directors.
	 
	(b)	 	In the event of a change in control of TRW (as defined in Section 1
hereof), your unexercised purchase rights will not under any
circumstances be subject to termination before the end of the ten-year
period beginning on the date of grant.
	 
	(c)	 	In the event of your death at any time during the term of this option,
your unexercised purchase rights will terminate upon the earlier of (i)
six months after the date of your death and (ii) ten years after the date
of grant.
	 
	(d)	 	If your employment is terminated by your disability for a period of more
than twelve months (as defined in the TRW U.S. Long-Term Disability
Plan), your unexercised purchase rights will continue for the remainder
of the 10-year period.
	 
	(e)	 	If your employment is terminated by your retirement at age 55 or over,
your unexercised purchase rights will continue for the remainder of the
10-year period.
	 
	(f)	 	If your employment with TRW terminates due to a divestiture of the
business or product line in which you are employed, your unexercised
purchase rights will terminate 12 months after the date your employment
terminates.
	 
	(g)	 	If you are age 55 or over and your employment is involuntarily
terminated, your unexercised purchase rights will continue for the
remainder of the 10-year period, notwithstanding clause (e) above.



Nothing contained in this agreement shall extend this option beyond a 10-year
period or shall limit whatever right TRW or a subsidiary might otherwise have
to terminate your employment at any time.


4. Payment of Option Price


The option price shall be payable at the time of exercise. The option price
shall be paid at the Office of Secretary at TRW’s corporate headquarters or at
any other place designated by the Secretary. The option price may be paid in
cash, by delivery of full shares of TRW Common, by a cashless exercise, or in
any combination of the foregoing, in accordance with such procedures and
subject to such further conditions as the Secretary of TRW may establish from
time to time. Notwithstanding the foregoing, the Compensation Committee of
TRW at







any time may suspend or terminate your right to pay any or all of the
option price in shares of TRW Common.


Cash payments shall be made in United States dollars.


Shares delivered in payment of the option price shall be valued at their fair
market value on the date of exercise. For purposes of this option, “fair
market value” is the average of the high and low sales prices of a share of
TRW Common on the date of exercise on the New York Stock Exchange Composite
Transactions Listing as reported by the New York Stock Exchange or such other
source as may be approved by resolution of the Compensation Committee of TRW
(or if there are no sales on such date, then the closing sale price on such
Listing on the nearest date before the date of exercise) or such other method
or procedure for determining fair market value as the Compensation Committee
of TRW in its sole discretion may determine. For purposes of this option, the
“date of exercise” is the date on which written notice, accompanied by the
option price, is received by the Secretary of TRW or his designee that you
have elected to exercise all or part of this option.


5. Taxes


Upon any exercise of this option, TRW may withhold delivery of certificates
for the purchased shares until you make arrangements satisfactory to TRW to
pay any withholding, transfer or other taxes due as a result of such exercise.
You may elect, in accordance with applicable regulations of the Compensation
Committee of TRW, to pay a portion or all of the amount of required
withholding taxes in cash, through a cashless exercise or 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 purchased hereunder.


6. Securities Laws


This option shall not be exercisable if such exercise 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 optioned
shares, give stop-transfer instructions to its transfer agents or take any
other action to achieve compliance with those laws in connection with any
exercise of this option or your resale of the optioned shares.


7. Transferability


This option is not transferable other than by will or the laws of descent and
distribution and shall be exercisable during your lifetime only by you or your
guardian or legal representative.


8. Leaves of Absence


If you take a leave of absence for illness, military or governmental service
or other reasons, and such leave has been specifically approved by the
Chairman of the Board or the President of TRW for purposes of this option,
then such leave will not be treated as an interruption of your employment.


9. Adjustments


The Compensation Committee of TRW shall make adjustments in the option price
and the number or kind of shares of TRW Common or other securities covered by
this option only in accordance with the terms of the TRW plan and the French
sub-plan thereunder, pursuant to which this stock option is granted.


10. Certain Definitions


For purposes of this option, employment with a subsidiary will be treated as
equivalent to employment with TRW itself, and your continuous employment will
not be deemed to be interrupted by reason of your transfer among TRW and its
subsidiaries. “Subsidiary” means a corporation or other entity in an unbroken
chain of entities beginning with TRW if each of the entities other than the
last entity in the unbroken chain owns stock or other ownership interests
possessing 50% or more of the total outstanding combined voting power of all
classes of stock or other interests in the next entity in the chain.
“Subsidiary” also means, if not covered by the definition of subsidiary in the
preceding sentence and if specifically approved by the Chairman of the Board
of TRW with respect to this option, a corporation or other entity in which TRW
has a direct or indirect ownership interest.


11. Miscellaneous


By participating in the TRW stock option program, you understand and agree to
the following conditions:


(a) This stock option is subject to all the terms and conditions of the TRW
plan, including the French sub-plan thereunder, pursuant to which it is
granted. The Compensation Committee of TRW has authority to interpret and
construe any provision of this instrument and the TRW plan and the French
sub-plan thereunder pursuant to which this stock option is granted, and any
such interpretation and construction shall be binding and conclusive. Any
reference in this option to the Directors of TRW includes the Executive
Committee of the Directors.


(b) The program is discretionary and TRW can cancel or terminate it at any
time. As such, the program does not create any contractual or other right to
receive options or benefits in lieu of options in the future. Any future
option grants, including but not limited to the timing of any grant, number of
options, vesting provisions, and the exercise price, will be within TRW’s sole
discretion.


(c) Your participation in the TRW stock option program is completely voluntary
and is not a condition or right of your employment.


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


(e) Your vesting progress will end if your employment terminates before five
years after the grant date, or such shorter period prescribed in Section 1
hereof, for reasons other than death, disability for a period of more than
twelve months (as defined in the TRW U.S. Long-Term Disability Plan) or a
change in control of TRW.


(f) The future value of the TRW stock is unknown and cannot be predicted with
any certainty. If the TRW stock does not increase in value, the option will
have no value.


(g) You authorize your manager to furnish TRW (and any agent of TRW
administering the program or providing program recordkeeping services) with
such information and data as it shall request in order to facilitate the grant
of options and administration of the program. You also waive any data privacy
rights you might have with respect to such information about you, which is
needed to issue your TRW stock option grant.


(h) Your TRW stock option may not be assigned, sold, encumbered, or in any way
transferred or alienated, except as otherwise explicitly provided in the Stock
Option Agreement.


(i) The TRW stock option program is governed by and subject to U.S. law.
Interpretation of the program and your rights thereunder will be governed by
provisions of U. S. law.