EX-10.1








 




    Exhibit 10.1
    



 




    SECOND
    AMENDMENT TO EMPLOYMENT AGREEMENT



 



    SECOND AMENDMENT dated as of January 12, 2009 (this
    “Amendment”) to EMPLOYMENT AGREEMENT dated as of
    February 28, 2003, as amended (the “Agreement”)
    by and among TRW Automotive Inc. (the “Company”), TRW
    Limited (“Limited”) and Steven Lunn
    (“Executive”).



 



    WHEREAS, in order to conform the definition of Change in Control
    to that being used for other executive officers of TRW
    Automotive Holdings Corp., Executive, Limited and Company 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. Amendment to Section 7.d.(ii) of the
    Agreement. The first sentence of Section 7.d.(ii) of
    the Agreement shall be amended, effective January 1, 2009,
    by eliminating subsection (C) and adding the following
    subsections (C) and (D) to the end thereof:



 



    “(C) any “person” or “group” (as
    defined above) other than AI or its Affiliates (as defined
    below) acquires (or has acquired during the
    12-month
    period ending on the date of the most recent acquisition of such
    person or group) ownership of stock of Holdings or the Company
    possessing 30 percent or more of the total voting power of
    the stock of Holdings or the Company, as applicable, or



 



    (D) a majority of the members of the Board of Directors of
    Holdings (the “Holdings Board”) is replaced during any
    12-month
    period by directors whose appointment or election is not
    endorsed by a majority of the members of the Holdings Board, as
    it was constituted at the beginning of such
    12-month
    period.”



 



    3. No Other Amendments; Effectiveness. Except as set
    forth in this Amendment, the Agreement is ratified and confirmed
    in all respects. This Amendment shall be effective as of the
    date hereof, except that provisions which expressly set forth a
    later effective date shall become effective on such later date.



 



    4. Governing Law. This Amendment shall be governed
    by and construed in accordance with the laws of the United
    Kingdom, without regard to conflicts of laws principles thereof.



 



    5. 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.













 





    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/  David
    L. Bialosky

	
 
	
    /s/  Steven
    Lunn


	
    

	
 
	
    


	
    Name: David L. Bialosky

    Title:  Executive Vice President and

    General Counsel
	
 
	
    Steven Lunn

	
 
	
 
	
 

	
    TRW Limited
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
    By:
	
 
	
    /s/  David
    L. Bialosky

	
 
	
 

	
    

	
 
	
 

	
    Name: David L. Bialosky

    Title:  Attorney-in-Fact
	
 
	
 













    

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