EX-10(E) Direct. Transferable Non-Qual Stk Opt Agr



Exhibit 10(e)

[TRW LOGO]

Director Transferable Nonqualified

Stock Option Agreement


TERMS AND CONDITIONS


1. Purchase Rights


This option cannot be exercised before the first anniversary of the date of
grant. After that date, you will be entitled to purchase all of the shares
covered by this option.


Notwithstanding the foregoing, in the event of the termination of your service
as a Director due to your death, your permanent disability, your retirement or
in the event of a change in control of TRW Inc. (“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 and Stock Option 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 paragraph
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
at the end of the 10-year period, your unexercised purchase rights will
terminate.


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 except (a) by will or the laws of descent and
distribution, or (b) by gift to any member of your immediate family, to a
trust for the benefit of an immediate family member, or to a partnership whose
beneficiaries are members of your immediate family; provided, however, that
there may be no








consideration for any such transfer. For purposes of this
agreement, “immediate family member” shall mean your spouse, children and
grandchildren. Notwithstanding any transfer of this option pursuant to clause
(b) of this Section 7, you will continue to be solely responsible for the
taxes described in Section 5 of this agreement.


Any option transferred pursuant to the terms of this Section 7 shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to the transfer.


8. Adjustments


The Compensation Committee of TRW may make such adjustments in the option
price and in the number or kind of shares of TRW Common or other securities
covered by this option as it in its sole discretion 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.


9. Miscellaneous


This stock option is subject to all the terms and conditions of the TRW plan
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 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.