EX-10.6







Exhibit 10.6




TRW Automotive Inc.




John C. Plant 2009 Supplemental Retirement Plan











 





CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I INTRODUCTION
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III VESTING OF BENEFITS
	 	 	6	 
	 
	 	 	 	 
	3.01 Vesting of Accrued Benefits
	 	 	6	 
	3.02 Vesting of Retention Incentive Credit
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV AMOUNT OF BENEFITS
	 	 	8	 
	 
	 	 	 	 
	4.01 Accrued Benefits
	 	 	8	 
	4.02 Supplemental Retirement Benefit
	 	 	8	 
	 
	 	 	 	 
	ARTICLE V MANNER OF PAYMENT OF BENEFITS
	 	 	9	 
	 
	 	 	 	 
	5.01 Time and Form of Payment of Accrued Benefit and Retention Incentive Credit
	 	 	9	 
	5.02 Time and Form of Payment for Supplemental Retirement Benefit
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS PROVISIONS
	 	 	10	 
	 
	 	 	 	 
	6.01 Income Tax Withholding
	 	 	10	 
	6.02 OASDI/Medicare Payroll Taxes Gross-Up
	 	 	10	 
	6.03 Funding
	 	 	10	 
	6.04 ERISA Status
	 	 	11	 
	6.05 Assignment
	 	 	11	 
	6.06 Employment Rights
	 	 	11	 
	6.07 Administration
	 	 	11	 
	6.08 Incompetent Persons
	 	 	11	 
	6.09 Amendment/Termination of the Plan
	 	 	12	 
	6.10 Successors
	 	 	12	 
	6.11 Governing Law
	 	 	12	 
	6.12 Construction
	 	 	12	 
	6.13 Claims Procedure
	 	 	13	 










i









 






ARTICLE I




INTRODUCTION




The TRW Automotive Inc. Executive Supplemental Retirement Plan (the “Prior Plan”) was
initially adopted effective as of February 28, 2003. The Prior Plan was established and maintained
by TRW Automotive Inc. a Delaware corporation (the “Employer”), in order to provide
retirement benefits for its President and Chief Executive Officer, John C. Plant (the
“Participant”), in accordance with the terms of the Employment Agreement (as hereinafter
defined).



The Prior Plan was intended to provide a level of retirement benefits essentially equal to the
benefit that the Participant would have received had he spent his entire career with the Employer
and TRW in the United States and had accrued retirement benefits under the United States qualified
pension plan (without regard to the limitations on pensionable compensation and benefit amounts
under that plan), but taking into account accrued and vested pension benefits otherwise due him
under the United Kingdom pension scheme maintained by TRW Limited. The Prior Plan was intended to
be a non-qualified “top hat” plan for purposes of the Employee Retirement Security Act of 1974, as
amended (“ERISA”). The Participant and the Employer have agreed that the Prior Plan shall
be terminated as of January 1, 2009 and the Employer will contribute to the Employee Trust (as
defined below) a lump sum payment of $19,436,710 on January 2, 2009 in full satisfaction of the
Participant’s rights under the Prior Plan and in accordance with the transition relief rules
promulgated by the Treasury Department under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”).



This John C. Plant 2009 Supplemental Retirement Plan (the “Plan”) is effective as of
January 1, 2009 and is intended to provide the Participant with additional retirement benefit
accruals commencing January 1, 2009, subject to the vesting terms set forth herein. This Plan is
intended to be a non-qualified “top hat” plan for purposes of ERISA and is intended to comply with
Section 409A of the Code. In the event that the Participant terminates Employment prior to January
1, 2009, this Plan shall be void ab initio, and the Participant’s rights to benefits shall be
determined by reference to the Prior Plan as in effect immediately prior to the adoption of this
Plan (with such modifications to payment terms as required to avoid subjecting the Participant to
additional taxation under Section 409A of the Code).









 



2


ARTICLE II




DEFINITIONS





	2.01	 	As used herein, the terms set forth below shall have the meanings indicated:






	 	(a)	 	Accrued Benefit means the lump sum that is Actuarially
Equivalent to (i) the annual life annuity defined by the formula set forth
under (1), (2) and (3) below, adjusted by (ii) the lump sum amounts described
under (4) through (8) below:






	 	(1)	 	1.5% of Earnings, multiplied by years and
months of Pensionable Employment prior to January 1, 2013;
less
	 
	 	(2)	 	0.4% of Covered Compensation at the
Participant’s date of termination, multiplied by years and months of
Pensionable Employment prior to January 1, 2013; plus
	 
	 	(3)	 	1.33% of Earnings, multiplied by years and
months of Pensionable Employment after December 31, 2012; plus
	 
	 	(4)	 	The OASDI/Medicare payroll and related taxes
gross-up amount, as described in Section 6.02; less
	 
	 	(5)	 	The aggregate amount paid to the Participant
(or returned to the Employer) from the Employee Trust on the Employee
Trust Payment Date (exclusive of any tax adjustment payments pursuant
to the Employment Agreement); less
	 
	 	(6)	 	$18,326,074; less
	 
	 	(7)	 	the lump sum Actuarial Equivalent of any
incremental benefit accruals to the Participant under the UK Scheme
after December 31, 2008; less
	 
	 	(8)	 	in the event the Participant continues to earn
an Accrued Benefit beyond the Normal Vesting Date, the portion of the
Accrued Benefit paid to the Participant on the Normal Vesting Date.






	 	 	 	An example of how the Accrued Benefit is calculated is illustrated in
Exhibit A hereto.
	 
	 	(b)	 	Actuarially Equivalent (or Actuarial Equivalent) means
having the same actuarial present value as determined under the following
assumptions:






          Mortality: Rates as described in IRS Revenue Ruling 2007-67 (as such rates may
be updated from time to time).









 



3



Interest: 30-year Treasury rate as published for November 2008
(4.0%).




	 	(c)	 	Beneficiary means the Participant’s Spouse or, if the
Participant has no Spouse, the Participant’s estate.
	 
	 	(d)	 	Board means the Board of Directors of the Employer.
	 
	 	(e)	 	Cause shall have the meaning assigned to such term
under the Employment Agreement.
	 
	 	(f)	 	Code means the Internal Revenue Code of 1986 as
amended.
	 
	 	(g)	 	Covered Compensation shall have the same meaning as
that contained in the TRW Automotive Inc. Salaried Pension Plan.
	 
	 	(h)	 	Disability shall have the meaning assigned to such term
under the Employment Agreement.
	 
	 	(i)	 	Earnings means the sum of (a) the Base Salary received
in the twelve (12) month period preceding the Participant’s termination of
Employment, but not less than $1,350,000, and (b) the average of the Annual
Bonuses earned with respect to the four (4) completed fiscal years among the
eight (8) completed fiscal years immediately preceding the Participant’s
termination of Employment that produces the highest such average, but not less
than $650,000. For purposes of this Plan, the terms “Base Salary,” “Annual
Bonuses” and “Employment Term” will have the meanings assigned to them in the
Employment Agreement.
	 
	 	(j)	 	Employee Trust means a funded “secular” trust created
for the benefit of the Participant, pursuant to which the Participant shall be
entitled to receive the amounts contributed to such trust together with
earnings (positive or negative) thereon on December 31, 2010 (or on such
earlier dates as set forth under the Employment Agreement and trust agreement,
subject to the vesting terms set forth thereunder).
	 
	 	(k)	 	Employee Trust Payment Date means the date upon which
all amounts held in the Employee Trust shall be (i) paid to the Participant (to
the extent such amounts become vested) or (ii) returned to the Employer (to the
extent such amounts are forfeited by the Participant), in each case, pursuant
to the terms of the Employment Agreement and the Employee Trust.
	 
	 	(l)	 	Employer means TRW Automotive Inc., a Delaware
Corporation, and its affiliates.
	 
	 	(m)	 	Employment means the Participant’s employment with the
Employer, which shall be deemed to terminate as of the date on which the
Participant
















 



4








	 	 	 	has a “separation from service” with the Employer within the meaning of
Section 409A of the Code.
	 
	 	(n)	 	Employment Agreement means the employment agreement
dated February 6, 2003, by and between TRW Automotive Acquisition Corp. and TRW
Limited and the Participant, as may be amended from time to time.
	 
	 	(o)	 	Good Reason shall have the meaning assigned to such
term under the Employment Agreement.
	 
	 	(p)	 	Normal Vesting Date means December 31, 2010.
	 
	 	(q)	 	Participant means John C. Plant.
	 
	 	(r)	 	Pensionable Employment means Participant’s global
service with the Employer.
	 
	 	(s)	 	Plan means this John C. Plant 2009 Supplemental
Retirement Plan, including any amendments thereto, as set forth in this
document.
	 
	 	(t)	 	Retention Incentive Credit means a lump sum payment of
$3,700,000 which shall accrue at a rate of $77,083.33 per month from January
2009 through December 2012.
	 
	 	(u)	 	Retention Vesting Date means December 31, 2012.
	 
	 	(v)	 	Spouse means the person to whom the Participant is
married as of the date of his death.
	 
	 	(w)	 	Supplemental Retirement Benefit shall mean an amount
equal to the excess of (i) the lump sum Actuarial Equivalent of the
amount which the Participant would have earned as the Accrued Benefit and
Retention Incentive Credit if the Participant had remained employed with the
Employer for an additional two years following the date of his actual
termination of Employment (treating such amount as fully vested for purposes of
Article III of the Plan), over (ii) the lump sum Actuarial Equivalent
amount of the Participant’s Accrued Benefit and Retention Incentive Credit as
of the date of his termination of Employment.
	 
	 	(x)	 	TRW means TRW Inc. and any predecessor company, and any
company which was in the same controlled group as TRW (as defined in Code
section 1563(a) determined without regard to sections 1563(a)(4) or 1563
(e)(3)(C)).
	 
	 	(y)	 	UK Scheme means the TRW Pension Scheme established by a
trust deed dated June 30, 1928, as amended, and its successors.










 



5








	 	(z)	 	Window Period shall have the meaning assigned to such
term under the Employment Agreement.










 



6







ARTICLE III




VESTING OF BENEFITS





	3.01	 	Vesting of Accrued Benefits






	 	(a)	 	Generally The Participant’s rights to any Accrued
Benefits under the Plan shall become 100% vested on the Normal Vesting Date,
subject to the Participant’s continued Employment through such date.
	 
	 	(b)	 	Voluntary Termination of Employment or Termination for
Cause In the event that the Participant voluntarily terminates Employment
(other than for Good Reason or during a Window Period) or the Participant is
terminated by the Employer for Cause, in each case, prior to the Normal Vesting
Date, the Participant shall forfeit all Accrued Benefits under the Plan without
the payment of any consideration by the Employer in respect thereof.
	 
	 	(c)	 	Termination due to Death or Disability In the event
that the Participant terminates Employment due to the Participant’s death or
Disability prior to the Normal Vesting Date, the Participant shall be fully
vested in the Accrued Benefits earned through the date of the Participant’s
termination of Employment due to death or Disability.
	 
	 	(d)	 	Termination without Cause; for Good Reason; or During a
Window Period In the event that the Participant’s Employment is terminated
(i) by the Employer without Cause, (ii) by the Participant for Good Reason or
(iii) by the Participant during a Window Period, in each case, prior to the
Normal Vesting Date, then (A) the Participant shall be fully vested in the
Accrued Benefits earned through the date of such termination of Employment and
(B) the Participant shall be entitled to receive the Supplemental Retirement
Benefit subject to the terms set forth under Articles IV and V.






	3.02	 	Vesting of Retention Incentive Credit






	 	(a)	 	Generally The Participant’s rights to any Retention
Incentive Credit under the Plan shall become 100% vested on the Retention
Vesting Date, subject to the Participant’s continued Employment through such
date.
	 
	 	(b)	 	Voluntary Termination of Employment or Termination for
Cause In the event that the Participant voluntarily terminates Employment
(other than for Good Reason or during a Window Period) or the Participant is
terminated by the Employer for Cause, in each case, prior to the Retention
Vesting Date, the Participant shall forfeit his entire Retention Incentive
Credit under the Plan without the payment of any consideration by the Employer
in respect thereof.











 



7

	 	(c)	 	Termination due to Death or Disability In the event
that the Participant terminates Employment due to the Participant’s death or
Disability prior to the Retention Vesting Date, the Participant shall be fully
vested in the portion of the Retention Incentive Credit earned through the date
of the Participant’s termination of Employment due to death or Disability.
	 
	 	(d)	 	Termination without Cause; for Good Reason; or During a
Window Period In the event that the Participant’s Employment is terminated
(i) by the Employer without Cause, (ii) by the Participant for Good Reason or
(iii) by the Participant during a Window Period, in each case, prior to the
Retention Vesting Date, then (A) the Participant shall be fully vested in the
portion of the Retention Incentive Credit earned through the date of such
termination of Employment and (B) the Participant shall be entitled to receive
the Supplemental Retirement Benefit subject to the terms set forth under
Articles IV and V.










 



8







ARTICLE IV




AMOUNT OF BENEFITS





	4.01	 	Accrued Benefits
	 
	 	 	Following any termination of the Participant’s Employment, the Participant shall be
entitled to receive the Accrued Benefits and the Retention Incentive Credit earned
through the date of his termination of Employment, to the extent then vested
pursuant to Article III hereof, payable at the time set forth under Section 5.01.






	4.02	 	Supplemental Retirement Benefit
	 
	 	 	Following a termination of the Participant’s Employment (i) by the Employer without
Cause, (ii) by the Participant for Good Reason or (iii) by the Participant during a
Window Period, the Participant shall be entitled to receive the Supplemental
Retirement Benefit, payable at the time set forth under Section 5.02.










 



9







ARTICLE V




MANNER OF PAYMENT OF BENEFITS





	5.01	 	Time and Form of Payment of Accrued Benefit and Retention Incentive Credit
	 
	 	 	The Participant’s Accrued Benefit and Retention Incentive Credit under the Plan
(other than any amounts payable under Section 6.02) shall be paid (to the extent
vested) to the Participant (or to the Participant’s Beneficiary following the date
of the Participant’s death) in the form of lump sum payment on the earlier
of (i) the first day of the seventh month following the Participant’s termination of
Employment or (ii) a date that is within 90 days following the date of the
Participant’s death; provided, however, that in the event the
Participant has not terminated Employment prior to the Normal Vesting Date, the
Accrued Benefit earned through the Normal Vesting Date shall be paid to the
Participant in a lump sum on such date. No other timing or form of payment will be
permitted. An example of how the lump sum payments are calculated is illustrated in
Exhibit A hereto.
	 
	5.02	 	Time and Form of Payment for Supplemental Retirement Benefit
	 
	 	 	In the event the Participant is entitled to receive a Supplemental Retirement
Benefit pursuant to Section 4.02, such Supplemental Retirement Benefit shall be paid
to the Participant in equal monthly installments over the period commencing on the
first day of the seventh month following the Participant’s termination of Employment
and ending on the second anniversary of the date of the Participant’s termination of
Employment; provided, however, that the Participant’s right to
receive such payments shall be subject to the Participant’s continued compliance
with the provisions of Section 8 and 9 of the Employment Agreement (except for
insignificant breaches of Section 9 of the Employment Agreement as reasonably
determined by the Employer).










 



10







ARTICLE VI




MISCELLANEOUS PROVISIONS





	6.01	 	Income Tax Withholding
	 
	 	 	The Employer or its agent shall deduct from all distributions under the Plan the
amount of federal and state income taxes it is required to withhold.
	 
	6.02	 	OASDI/Medicare Payroll Taxes Gross-Up 
	 
	 	 	The value of benefits accrued under the Plan are expected to be wages for purposes
of the OASDI (old-age, survivors and disability insurance) and Medicare payroll
taxes. Whenever such OASDI and Medicare payroll taxes become due, but subject to
Treas. Reg. § 1.409A-3(j)(4)(vi), the Employer shall pay the Participant’s share of
the OASDI and Medicare portion of such payroll taxes, plus an amount, which when
added to such payroll taxes paid, shall result in the Participant having no-after
tax cost for the Employer’s payment of such payroll taxes. The payments required by
this section shall be considered part of the Participant’s Accrued Benefit. In
calculating such payments, the Employer shall make a reasonable good faith estimate
of the sum of the Participant’s top marginal federal, after-tax state and local tax
brackets, as well as the impact of any resulting foreign taxes or credits, or any
excise taxes, in all cases taking into account Participant’s individual
circumstances. The Employer shall retain an independent certified public accountant
at the Employer’s cost, whose selection shall be approved by the Participant, to
calculate the sum of the Participant’s top marginal federal, after-tax state and
local tax brackets, as well as the impact of any resulting foreign taxes or credits,
or any excise taxes, in all cases taking into account Participant’s individual
circumstances.
	 
	6.03	 	Funding






	 	(a)	 	The Employer shall contribute cash to pay benefits under the
Plan through an irrevocable grantor trust; provided, however, that no
such contributions shall be made at any time when such contributions would
subject the Participant to additional taxation pursuant to Section 409A(b)(3)
of the Code. The trust assets are to be used exclusively to pay benefits under
the Plan. However, in the event the Employer becomes insolvent or seeks
protection under the bankruptcy laws, the trust assets must be paid over to the
Employer as provided in the trust agreement and will be subject to the claims
of the Employer’s general creditors. Neither the Participant nor his
beneficiary shall have any right, title or interest in or to any investments
which the Employer may make to aid it in meeting its obligations hereunder. To
the extent that any person acquires a right to receive benefits from the
Employer under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Employer.










 



11


	 	(b)	 	The terms of the Employer’s trust contribution obligation shall
be governed by the terms of the trust, a copy of which is attached hereto and
is incorporated herein by reference.






	6.04	 	ERISA Status
	 
	 	 	The Plan is an unfunded promise to pay deferred compensation. It is not intended to
comply with the rules for qualified plans in section 401(a) of the Internal Revenue
Code. The Plan is designed to be exempt from the rules for employee benefit plans in
Title I (except Parts One and Five) of the Employee Retirement Income Security Act
of 1974 (ERISA). Participation in the Plan is limited to a single highly
compensated management employee who qualifies as such under Title I of ERISA.
	 
	6.05	 	Assignment
	 
	 	 	Except to the extent required by law, neither the Participant nor any other person
shall have the right to assign, pledge, mortgage, transfer or otherwise encumber
benefits under the Plan in advance of actual receipt thereof.
	 
	6.06	 	Employment Rights
	 
	 	 	The Plan is not an employment contract and it creates no right to continue
Employment for any length of time.
	 
	6.07	 	Administration
	 
	 	 	The Board administers the Plan and has the sole discretionary authority to do all
things necessary to administer the Plan, including construing its language and
determining eligibility for benefits. The Board has the sole discretionary authority
to equitably adjust the Participant’s rights under the Plan or the amount of the
Participant’s benefit. The Board may adopt any rules necessary to administer the
Plan which are not inconsistent with its terms. The Board may delegate its authority
to administer the Plan. Notwithstanding anything to the contrary herein, any action
taken by the Board under this Section 6.07 must be consistent with, and shall in no
way contravene, the provisions of Section 5(c) of the Employment Agreement and the
Participant’s rights thereunder.
	 
	6.08	 	Incompetent Persons
	 
	 	 	If the Board finds that any person entitled to a benefit under the Plan is unable to
manage his or her affairs because of legal incompetence, the Board, in its
discretion, may pay the benefit due such person to an individual deemed by the Board
to be responsible for the maintenance of such person. Any such payment constitutes a
complete discharge of the Employer’s liability under the Plan.










 



12








	6.09	 	Amendment/Termination of the Plan
	 
	 	 	This Plan represents the entire agreement between Employer and Participant. The
Employer through action of the Board may amend or terminate the Plan by a written
instrument, provided such amendment or termination is consistent with, and in no way
contravenes, the provisions of Section 5(c) of the Employment Agreement and the
Participant’s rights thereunder. An amendment (including an amendment to terminate
the Plan) to the Plan cannot reduce or eliminate the Participant’s Accrued Benefit
as of the later of the effective date or execution date of such amendment. No
amendment (including an amendment to terminate the Plan) may be executed or made
effective on or after the date of a Change of Control (as defined in the Employment
Agreement) without the Participant’s written consent.
	 
	6.10	 	Successors
	 
	 	 	The Plan is binding on the beneficiaries, executor and administrator of the
Participant, and upon the successors (by sale, merger consolidation or otherwise) of
the Employer.
	 
	6.11	 	Governing Law
	 
	 	 	The validity and construction of the Plan is governed by the laws of the State of
New York without giving effect to the principles of conflicts of law. Further,
notwithstanding anything to the contrary herein, the Plan shall be construed in
accordance with the terms of Section 409A of the Code, wherever and to the extent
applicable.
	 
	6.12	 	Construction
	 
	 	 	The following principles apply to the construction of the Plan.






	 	(a)	 	Interpretation of Plan The Board or its delegate has
the sole discretionary authority to construe the language of the Plan and to
resolve all questions concerning eligibility for benefits, plan administration
and interpretation of the plan document.
	 
	 	(b)	 	Invalidity of Any Provision In the event any provision
of the Plan is declared to be invalid, in whole or in part, such provision is
null and void. The remaining provisions of the Plan are unaffected and remain
in full force and effect. However, the Board, in its discretion may construe
the provision in such a manner that it is valid in the jurisdiction where it is
declared to be invalid.
	 
	 	(c)	 	Enforceability of Any Provision A provision of the
Plan which is invalid in any jurisdiction remains in effect and is enforceable
in all jurisdictions in which the provision is valid.










 



13








	6.13	 	Claims Procedure
	 
	 	 	The claims procedure set forth in this paragraph is the exclusive method of
resolving disputes that arise under the Plan.






	 	(a)	 	Written Claim The claim must be in writing. All
claims must be submitted to the Board within 12 months of the date on which the
claimant contends he or she first had a right to receive a benefit under the
Plan.
	 
	 	(b)	 	Denial of Claim Where the Board denies a claim, in
whole or in part, it must furnish the claimant with a written notice of the
denial setting forth the following information, in a manner calculated to be
understood by the claimant.






	 	(1)	 	A statement of the specific reasons for the
denial of the claim.
	 
	 	(2)	 	References to the specific provisions of the
Plan on which the denial is based.
	 
	 	(3)	 	A description of any additional material or
information necessary to perfect the claim with an explanation of why
such material or information is necessary.
	 
	 	(4)	 	An explanation of the claims review procedure
with a statement that the claimant must request review of the decision
denying the claim within 90 days following the date on which such
notice was received by the claimant.






	 	 	 	The written notice of denial must be mailed to the claimant within 90 days
following the date on which the claim was received by the Board. If special
circumstances require an extension of time for processing a claim, the
written notice may be mailed to the claimant not more than 180 days
following the date on which the claim was received by the Board. Within the
initial 90-day period, the claimant must be notified in writing of the
extension, of the special circumstances requiring the extension and of the
date by which the claimant will be furnished with written notice of the
decision concerning the claim.
	 
	 	(c)	 	Review of Denial The claimant may request review of
the denial of a claim. A request for review must be mailed to the Board within
90 days of the date on which the written notice of denial is received by the
claimant and must set forth the following information.






	 	(1)	 	The date on which the notice of denial of the
claim was received by the claimant.
	 
	 	(2)	 	The specific portions of the denial of the
claim that the claimant disputes.










 



14


	 	(3)	 	A statement by the claimant setting forth the
basis upon which the claimant believes the Board should reverse the
denial of the claim for benefits under the Plan.
	 
	 	(4)	 	Written material (included as exhibits) that
the claimant desires the Board to examine.






	 	(d)	 	Decision on Review The Board must afford the claimant
an opportunity to review documents pertinent to the claim and must conduct a
full and fair review of the claim and its denial. The Board’s decision on
review must be furnished to the claimant in writing in a manner calculated to
be understood by the claimant, and it must include a statement of the reasons
for the decision with references to the specific provisions of the Plan upon
which the decision is based. The decision on review must be mailed to the
claimant within 90 days following the date on which the request for review is
received by the Board. If special circumstances require an extension of time to
consider a request for review, the Board’s written review of the claim may be
mailed to the claimant not more than 180 days after the Board received the
request for review. Within the initial 90-day period, the Board must notify the
claimant in writing of the extension, of the special circumstances requiring
the extension and of the date by which the claimant will be furnished with
written notice of the decision reviewing the claim.
	 
	 	(e)	 	Transmission of Documents All written documents
required by these claim procedures must be sent by first-class certified mail
(return receipt requested) through the United States Postal Service. The date
on which any document is mailed is determined by the postmark affixed to the
document by the United States Postal Service. The date on which any document is
received is determined by the date on the signed receipt for certified mail.
Notices to the Participant must be mailed to the Participant’s last known
address. Notices to the Board must be mailed to:




TRW Automotive Inc.

12001 Tech Center Drive

Livonia, Michigan 48150



Attention: General Counsel










 



15




EXECUTION



WHEREFORE, the Employer and Participant have executed this Plan on the 18th day of
December, 2008.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TRW AUTOMOTIVE INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Neil E. Marchuk
 

Neil E. Marchuk
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its
	 	Executive Vice President, Human Resources
 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ John C. Plant
 

     John C. Plant
	 	 
	 
	ATTEST:



/s/ Sheri Roberts
 

Sheri Roberts

	 	 	 	 	 	 	 	 













 








Exhibit A



The following example is hypothetical and intended to illustrate Plan arithmetic. Actual
benefits and lump sums under the Plan will depend on the timing and circumstances of Mr.
Plant’s retirement, and on his compensation history at that date. The illustration is based on
the assumption that Mr. Plant’s Base Salary will increase at a rate approximating 4% per year,
and that the Annual Bonus earned in a given year will vary by 150%, 200% or 250% of Base
Salary as indicated below.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a

	 	Normal Retirement age under Plan Provisions
	 	 	 	 	 	 	 	 	 	 	57 1/2	 
	b

	 	Actual age of retirement
	 	 	 	 	 	 	 	 	 	 	59	 
	 	 	Calculate accrued annual gross Plan benefit at age 59	 	 	 	 	 	 	 	 
	 

	 	Base Salary in prior year
	 	 	 	 	 	$	1,966,000	 	 	 	 	 
	 

	 	Annual Bonus in prior year
	 	 	200	%	 	$	3,932,000	 	 	 	 	 
	 

	 	Annual Bonus in second prior year
	 	 	150	%	 	$	2,835,000	 	 	 	 	 
	 

	 	Annual Bonus in third prior year
	 	 	200	%	 	$	3,634,000	 	 	 	 	 
	 

	 	Annual Bonus in fourth prior year
	 	 	250	%	 	$	4,367,500	 	 	 	 	 
	 

	 	Annual Bonus in fifth prior year
	 	Actual
	 	$	3,904,000	 	 	 	 	 
	 

	 	Annual Bonus in sixth prior year
	 	Actual
	 	$	3,610,800	 	 	 	 	 
	 

	 	Annual Bonus in seventh prior year
	 	Actual
	 	$	3,658,000	 	 	 	 	 
	 

	 	Annual Bonus in eighth prior year
	 	Actual
	 	$	3,115,830	 	 	 	 	 
	 

	 	Earnings to apply in gross benefit formula
	 	 	 	 	 	 	 	 	 	$	5,931,375	 
	 

	 	Years of Pensionable Employment at age 59
	 	 	 	 	 	 	 	 	 	 	35	 
	c	 	Annual gross Plan benefit, payable for life commencing at 59	 	$	3,102,600	 
	d	 	Present Value at 1/01/2013, of $1 per year payable for life commencing on this date*	 	 	15.1127	 
	e	 	Lump sum value at 1/1/2013 = d x c	 	$	46,888,508	 
	f	 	Lump sum adjusted for Medicare gross-up ( 2.6%)	 	$	48,107,609	 
	g	 	Aggregate amount paid from the Employee Trust on the Employee Trust Payment Date **	 	$	(19,670,650	)
	h	 	Amount Specified in 2.01 (a) (6)	 	$	(18,326,074	)
	i	 	Accrued Benefit Paid on the Normal Vesting Date***	 	 	—	 
	j	 	Accrued Benefit****	 	$	10,110,885	 








 




			
	*	 	Under the terms of the Plan, the factor that will be used in converting the formula benefit to an
actuarially equivalent lump sum will be based on a 4.0% interest rate and on mortality rates prescribed
by the IRS for use in determining minimum lump sums in the year in which the distribution occurs. The
factor used in the illustration above are based on the mortality rates published for use in 2013.
	 
	**	 	Assumes investment earnings of .6% (net of applicable taxes) on initial trust deposit of $19,436,710.
	 
	***	 	Assume zero for purposes of this illustration
	 
	****	 	The Retention Incentive Credit has been excluded for purposes of this illustration