exv10w24wf






Exhibit 10.24(f)




TRW AUTOMOTIVE HOLDINGS CORP.

2003 STOCK INCENTIVE PLAN




GENERAL

RESTRICTED STOCK UNIT AGREEMENT



          THIS
AGREEMENT, is made effective as of ____
_,200[ ] (the “Grant
Date”), between TRW
Automotive Holdings Corp. (the
“Company”) and
___________ (the
“Participant”).



R E C I T A L S:



          WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby
incorporated by reference and made a part of this Agreement; and



          WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”)
has determined that the Participant be granted the Restricted Stock Units provided for herein
pursuant to the Plan and the terms set forth herein.



          NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:



          1. Definitions. Whenever the following terms are used in this Agreement, they shall
have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the
same meanings as in the Plan.



          (a) “Plan” means the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as the
same may be amended, supplemented or modified from time to time.



          (b) “Restricted Stock Unit” means the unfunded, unsecured right of the Participant to
receive a share of the Company’s common stock, par value $0.01 per share (the “Shares”).



          2. Grant of Restricted Stock Units; Dividends. The Company hereby grants to the
Participant, subject to the terms and conditions of this Agreement and the Plan,
_____________________ (____) Restricted Stock Units. The Participant shall not possess any voting
rights in Shares in respect of the Restricted Stock Units until such Restricted Stock Units have
been distributed to the Participant in the form of Shares. In addition, if dividends are declared
and paid by the Company during the period in which the Restricted Stock Units are outstanding (the
“Dividends”), then on each date on which Shares are delivered to the Participant in respect of the
Restricted Stock Units pursuant to Sections 3(a) or 3(b), Participant shall also be paid an amount
in cash (in the case of a cash dividend declared and paid by the Company) or distributed a number
of Shares (in the case of a stock dividend declared and paid by the Company), in each case equal to
the aggregate dividends that would have been paid to the



 









 




Participant if the Restricted Stock Units with respect to which the Shares are being delivered
had in fact been Shares during the period in which the dividends were paid.




          3. Delivery of Shares Underlying the Restricted Stock
Units.



          (a) In General. Subject to Sections 3(b), 3(c) and 3(d), commencing on the first
anniversary of the Grant Date and continuing on each of the second and third anniversaries of the
Grant Date, the Company shall issue or cause there to be transferred to the Participant a number of
Shares equal to one third of the aggregate number of Restricted Stock Units granted to the
Participant under this Agreement.



          (b) Change of Control. Notwithstanding the foregoing, upon a Change of Control, the
Company shall issue or cause there to be transferred, to the extent not previously issued,
transferred, cancelled or forfeited in accordance with this Section 3, to the Participant a number
of Shares equal to the aggregate number of Restricted Stock Units granted to the Participant under
this Agreement.



          (c) Cancellation of Restricted Stock Units. Upon the issuance or transfer of Shares
in accordance with this Section 3, a number of Restricted Stock Units equal to the number of Shares
issued or transferred to the Participant shall be cancelled.



          (d) Termination of Employment. If the Participant ceases to be employed by the
Company or one of the Company’s Subsidiaries for any reason, the Restricted Stock Units, and any
corresponding Dividends, shall be immediately and automatically canceled by the Company without any
payment or other consideration and without notice or any other action by the Company.



          (e) Registration or Qualification. Notwithstanding any other provision of the Plan or
this Agreement to the contrary, absent an available exemption to registration or qualification, a
Share to which a Restricted Stock Unit relates may not be delivered prior to the completion of any
registration or qualification of the Restricted Stock Units or the Shares to which they relate
under applicable state and federal securities or other laws, or under any ruling or regulation of
any governmental body or national securities exchange that the Committee shall in its sole
reasonable discretion determine to be necessary or advisable.



          (f) Certificates. As soon as practicable following the delivery date of the Shares
subject to the Restricted Stock Units, the Company shall cause such Shares to be evidenced by
certificates in the Participant’s name. However, the Company shall not be liable to the
Participant for damages relating to any delays in so causing such Shares to be evidenced by
certificates in the Participant’s name, any loss by the Participant of the certificates, or any
mistakes or errors in the issuance of the certificates or in the certificates themselves.



          4. Legend on Certificates. The certificates representing the Shares issued or
transferred to the Participant in respect of the Restricted Stock Units shall be subject to such
stop transfer orders and other restrictions as the Committee may deem reasonably advisable under
the Plan or the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares are listed, any applicable federal or state
laws or the Company’s Certificate of Incorporation and Bylaws, and the Committee may



 









 




cause a legend or legends to be put on any such certificates to make appropriate reference to
such restrictions.




          5. Transferability. Unless otherwise determined by the Committee, a Restricted Stock
Unit may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
by the Participant otherwise than by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void
and unenforceable against the Company or any Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.



          6. Withholding. The Company or its Affiliate shall have the right to withhold from
any payment due or transfer made with respect to the Restricted Stock Unit, any applicable
withholding taxes in respect of the Restricted Stock Unit or the Shares to which they relate or any
payment or transfer with respect to the Restricted Stock Unit or under the Plan and to take such
action as may be necessary at the option of the Company to satisfy all obligations for the payment
of such taxes.



          7. Securities Laws. Upon the acquisition of any Shares delivered in respect of the
Restricted Stock Units pursuant to Sections 3(a) and 3(b), the Participant will make or enter into
such written representations, warranties and agreements as the Committee may reasonably request in
order to comply with applicable securities laws or with this Agreement.



          8. Notices. Any notice under this Agreement shall be addressed to the Company in care
of its General Counsel at the principal executive office of the Company and to the Participant at
the address appearing in the personnel records of the Company for the Participant or to either
party at such other address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the addressee.



          9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws.



          10. Restricted Stock Units Subject to the Plan. By entering into this Agreement the
Participant agrees and acknowledges that the Participant has received and read a copy of the Plan.
The Restricted Stock Units and any Shares delivered in respect thereto are subject to the Plan.
The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated
by reference. In the event of a conflict between any term or provision contained herein and a term
or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.



          11. Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Any counterpart or other signature hereupon delivered by
facsimile or electronic image scan shall be deemed for all purposes as constituting good and valid
execution and delivery of this Agreement by such party.



 









 





          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of
the date first above written.



	 	 	 	 	 
	 	TRW AUTOMOTIVE HOLDINGS CORP.

 	 
	 	By  	 	 
	 	 	Its 	 	 
	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Participant