8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 23, 2010

TRW Automotive Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31970	81-0597059
(Commission File Number)	(IRS Employer Identification No.)

12001 Tech Center Drive, Livonia, Michigan	48150
(Address of Principal Executive Offices)	(Zip Code)

(734) 855-2600

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

SIGNATURE

Form of TRW Automotive Inc. Executive Officer Cash Incentive Award Agreement

Form of TRW Automotive Holdings Corp. Inc. Executive Officer Stock-Settled Stock Appreciation Rights Agreement

Form of TRW Automotive Holdings Corp. Inc. Chief Executive Officer Stock-Settled Stock Appreciation Rights Agreement

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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At a meeting held on February 23, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of TRW Automotive Holdings Corp. and TRW Automotive Inc. (collectively, the “Company”) approved and authorized the Company to enter into Executive Officer Cash Incentive Award Agreements and Stock-Settled Stock Appreciation Rights Agreements with each executive officer (each, an “Executive”), including the named executive officers, and to establish defined contribution pension plans for certain of the Executives. The terms Disability, Cause, Good Reason and Change in Control as used below are defined in the Executives’ employment agreements.

Cash Incentive Awards for Named Executive Officers

The Committee elected to continue to use a cash component as part of the Executives’ incentive compensation on an ongoing basis. For 2010, the target value of each Executive’s cash incentive award was set at approximately 20% of the total value of incentive compensation awarded to such Executive (consisting of restricted stock units, the stock-settled stock appreciation rights described below and the cash incentive), calculated at the time of the award.

A grant date target value was set by the Committee for each Executive’s cash incentive award, which is divided into three tranches of equal value. Each tranche’s value will be adjusted based upon the Company’s stock price movement over a period of time beginning on the grant date (for tranche A), the first anniversary of the grant date (for tranche B) or the second anniversary of the grant date (for tranche C); the closing market price of the stock on such date will serve as the baseline stock price for the applicable tranche. Subject to certain early vesting provisions, each tranche will be adjusted and paid after a determination period that extends for 90 days after each of the first, second and third anniversaries of the grant date, respectively, based upon the average closing price of the Company’s common stock during the applicable determination period, as compared to the baseline stock price for that tranche. If the average closing stock price during the determination period is calculated as 70% to 130% of the baseline stock price, then the tranche’s target value will remain at target. If the average closing stock price during the determination period is greater than 130% of the baseline stock price, then the tranche’s value will be increased to 130% of the tranche’s target value. If the average closing stock price during the determination period is less than 70% of the baseline stock price, then the tranche’s target value will be reduced to zero. The Executives will become vested in their right to receive the adjusted value due, if any, of the applicable tranche on each anniversary of the grant date, provided that the Executive remains employed by the Company. However, the adjusted values will be calculated after the determination period described above and become payable thereafter. A pro rata portion of the award (to the extent not previously paid) is subject to earlier vesting in the event of the Executive’s death, Disability, involuntary termination of employment without

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Cause, voluntary termination of employment for Good Reason or retirement. Further, in the event of a Change in Control, any previously unpaid portion of the award will immediately become payable.

The target value of the cash incentive award granted to each of the named executive officers is as follows:

John C. Plant, President and Chief Executive Officer	$	1,400,000
Joseph S. Cantie, Executive Vice President and Chief Financial Officer	$	400,000
Steven Lunn, Executive Vice President and Chief Operating Officer	$	400,000
Peter J. Lake, Executive Vice President, Sales and Business Development	$	200,000

This description is qualified in its entirety by reference to the full text of the form of Executive Officer Cash Incentive Award Agreement which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Stock-Settled Stock Appreciation Rights Agreements for Named Executive Officers

The Committee commenced using a new form of equity-based compensation under the Amended & Restated TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as amended (the “Plan”). In lieu of issuing stock options to the Executives in 2010, the Committee granted to each Executive stock-settled stock appreciation rights (“SSARs”) to complement the Executives’ restricted stock unit awards and the cash awards described above.

As of the grant date, the Committee awarded to each Executive (and certain other senior leaders) a number of SSARs, each of which will entitle the Executive to receive the appreciation in value of one underlying share (a “Share”) of the Company’s common stock from the grant date through the exercise date, although the stock price at exercise is limited to a maximum value of $50.00. The SSARs will also have an automatic exercise feature tied to this maximum stock value, so that if the Fair Market Value of the stock (calculated under the Plan as the average of the high and low sales prices on a given day) is equal to or greater than $50.00 on a particular date, any vested and exercisable SSARs will be automatically exercised. Upon exercise, the SSARs will be settled in Shares. Consistent with the terms of the Company’s stock options awarded in recent years, subject to certain early vesting provisions, one-third the SSARs will vest on each of the first three anniversaries of the grant date, provided that the Executive remains employed by the Company, and the SSARs will expire on the eighth anniversary of the grant date. Also consistent with the Company’s recent stock options, in the event of the Executive’s death, Disability, involuntary termination of employment without Cause or voluntary termination for Good Reason, any unvested SSARs scheduled to vest on the next vesting date will vest and become exercisable; provided that, for the Chief Executive Officer, in the event of his involuntary termination of employment without Cause or voluntary termination for Good Reason, all unvested SSARs will vest and become exercisable. Further, in the event of a Change in Control, all unvested SSARs will vest and become exercisable for all of the Executives.

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The number of SSARs granted to each of the named executive officers was as follows:

John C. Plant, President and Chief Executive Officer	191,900
Joseph S. Cantie, Executive Vice President and Chief Financial Officer	58,400
Steven Lunn, Executive Vice President and Chief Operating Officer	59,700
Peter J. Lake, Executive Vice President, Sales and Business Development	30,200

This description is qualified in its entirety by reference to the full text of the form of Executive Officer Stock-Settled Stock Appreciation Rights Agreement and the form of Chief Executive Officer Stock-Settled Stock Appreciation Rights Agreement which are attached hereto as Exhibits 10.2 and 10.3 and incorporated herein by reference.

Defined Contribution Pension Plans for Named Executive Officers

As part of the Company’s cost containment efforts in 2009, it reduced the benefit accrual rate for participants in the U.S. TRW Automotive Salaried Pension Plan (as well as the corresponding supplemental retirement income plan for certain U.S.-based Executives), and amended the U.K. TRW Pension Scheme to cease further benefit accruals by employee members. Certain of the Executives participated in the affected plans. Further, The Lucas Group Funded Executive Pension Scheme (the “FERB”) in which Mr. Lunn participates was dependent on continued participation in the TRW Pension Scheme and, as a result, Mr. Lunn ceased accruing a benefit in this plan. In light of these circumstances and after considering the market competitiveness of the Company’s pension plans, the Committee authorized the Company to establish the following new defined contribution retirement plans:

• Commencing as of the later of January 1, 2010 or the Executive’s employment commencement date, TRW Automotive Inc. will provide for certain of the U.S.-based Executives, including Mr. Cantie, a defined contribution equal to 10% of the sum of such Executive’s annual base pay and annual cash incentive (bonus) award; and

• TRW Automotive Inc. will provide for Mr. Lunn a defined contribution benefit, while he is employed on a full-time basis, equal to GBP 225,000 in each of 2010 and 2011 and GBP 200,000 in each year thereafter.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
10.1*	Form of TRW Automotive Inc. Executive Officer Cash Incentive Award Agreement
10.2*	Form of TRW Automotive Holdings Corp. Inc. Executive Officer Stock-Settled Stock Appreciation Rights Agreement
10.3*	Form of TRW Automotive Holdings Corp. Inc. Chief Executive Officer Stock-Settled Stock Appreciation Rights Agreement

* Filed herewith

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRW AUTOMOTIVE HOLDINGS CORP.
Dated: February 26, 2010	By:	/s/ Neil E. Marchuk
		Neil E. Marchuk
		Executive Vice President, Human Resources

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Index to Exhibits

Exhibit No.	Description
10.1	Form of TRW Automotive Inc. Executive Officer Cash Incentive Award Agreement
10.2	Form of TRW Automotive Holdings Corp. Inc. Executive Officer Stock-Settled Stock Appreciation Rights Agreement
10.3	Form of TRW Automotive Holdings Corp. Inc. Chief Executive Officer Stock-Settled Stock Appreciation Rights Agreement

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EX-10.1

Exhibit 10.1

TRW AUTOMOTIVE INC.

EXECUTIVE OFFICER

CASH INCENTIVE AWARD AGREEMENT

     This Cash Incentive Award Agreement (this “Agreement”), is entered into and made effective as of                                         , 20___ (the “Grant Date”), by and between TRW Automotive Inc., a Delaware corporation (the “Company”), and                                          (the “Executive”). This Award is granted by the Compensation Committee of the Company’s Board of Directors (the “Committee”).

     Section 1. Definitions.

          (a) “Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute thereto.

          (b) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person or any other Person designated by the Committee in which any Person has an interest.

          (c) “Award” shall mean the cash incentive award granted pursuant to this Agreement and calculated pursuant to Section 2.

          (d) “Baseline Share Price” shall mean, for each tranche, the Fair Market Value of a Share on the applicable date identified below:

Tranche A: Grant Date
Tranche B: first anniversary of the Grant Date
Tranche C: second anniversary of the Grant Date

provided that, if any such date the Shares do not trade (because the date is not a business day or for any other reason), then the Fair Market Value on the immediately preceding date on which the Shares trade shall be used.

          (e) “Cash Incentive Target” shall mean the initial value of the total cash target for the three-year plan period, as set forth in Section 2.

          (f) “Cause” shall have the meaning given to such term in the Closing Date Employment Agreement or, if not defined therein or if there is no such agreement, “Cause” means (i) such Executive’s continued failure substantially to perform such Executive’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by the Company or any of its Subsidiaries or Affiliates to the Executive of such failure, (ii) dishonesty in the performance of the Executive’s duties, (iii) such Executive’s conviction of, or plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral turpitude, (iv) such Executive’s willful malfeasance or willful misconduct in connection with

such Executive’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates or (v) such Executive’s breach of any non-competition, non-solicitation or confidentiality provisions to which the Executive is subject.

          (g) “Change in Control” shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of Holdings or the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Act) other than Automotive Investors L.L.C. (“AI”) or any of its Affiliates, (B) any person or group, other than Holdings, AI or any of its Affiliates, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of Holdings or the Company, including by way of merger, consolidation or otherwise and AI or any of its Affiliates do not control the Board of Directors of Holdings (the “Holdings Board”) or the Board of Directors of the Company, (C) any “person” or “group” (as defined above) other than Holdings, AI or its Affiliates 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 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.

          (h) “Closing Date” shall mean February 28, 2003.

          (i) “Closing Date Employment Agreement” shall mean a written employment agreement between the Company or any of its Subsidiaries and the Executive which is or was entered into as of or after the Closing Date (as the same may be amended, modified or supplemented in accordance with the terms thereof).

          (j) “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor thereto.

          (k) “Determination Date” shall mean the last day of the applicable Determination Period.

          (l) “Determination Period” shall mean the ninety (90) calendar days immediately following each of the first (for Tranche A), second (for Tranche B) and third (for Tranche C) year anniversaries of the Grant Date, as applicable.

          (m) “Disability” shall have the meaning given such term in the Closing Date Employment Agreement or, if not defined therein or if there shall be no such agreement, “disability” of the Executive shall have the meaning ascribed to such term in the long-term disability plan or policy maintained by the Company or one or more members of the Company’s controlled group of corporations (as defined in Section 1563 of the Code), as in effect from time to time.

          (n) “Fair Market Value” of a Share on a given date shall mean the closing price of a Share as reported on the NYSE composite tape on such date, or, if there is no such

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reported sale price of a Share on the NYSE composite tape on such date, then the closing price of a Share as reported on the NYSE composite tape on the last previous day on which sale price was reported on the NYSE composite tape. If at any time the Shares are no longer listed or traded on the NYSE, the Fair Market Value of a Share shall be determined by the Committee in its sole but reasonable discretion from time to time.

          (o) “Good Reason” shall have the meaning given to such term in the Closing Date Employment Agreement.

          (p) “Holdings” shall mean TRW Automotive Holdings Corp., a Delaware corporation.

          (q) “NYSE” shall mean the New York Stock Exchange.

          (r) “Person” shall mean any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

          (s) “Retirement” shall mean the Executive’s voluntary Termination of Employment on or after the date that such Executive becomes Retirement Eligible.

          (t) “Retirement Eligible” shall mean satisfaction of the requirements for early or normal retirement under a defined benefit pension plan maintained by the Company or one or more members of the Company’s controlled group of corporations (as defined by Section 1563 of the Code) and receipt of pension benefits in accordance with such requirements as soon as administratively practicable following the last date of active employment with the Company or its controlled group of corporations.

          (u) “Share Price” shall mean the average Fair Market Value of a Share during the Determination Period applicable to each tranche.

          (v) “Shares” shall mean shares of the common stock, par value $0.01 per share, of Holdings.

          (w) “Subsidiary” shall mean a subsidiary corporation, as defined in Section 424(f) of the Code.

          (x) “Termination of Employment” shall mean a separation from service from the Company and all of its controlled group members (as defined by Section 1563 of the Code).

          (y) “Tranche Target Value” shall mean the initial value of each tranche of the Award, as set forth in Section 2(a).

          (z) “Tranche Value Adjustment” shall mean the percentage by which the Tranche Target Value is increased or decreased under Section 2(b), based on the applicable Share Price pursuant to the formula attached hereto as Exhibit A.

     Section 2. Grant of Cash Incentive Award. The Company hereby grants to the Executive an Award subject to the terms and conditions stated in this Agreement. The amount

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of the Award shall be equal to the Target Value specified under Section 2(a) as adjusted pursuant to Section 2(b).

          (a) Target Value. The Cash Incentive Target of the Award is $                                        , which is subject to the terms and conditions stated in this Agreement and which shall be divided into three tranches and subject to adjustment as follows:

          (b) Adjustment to the Target Value. Each Tranche Target Value shall be increased or decreased, as applicable, on the applicable Determination Date by multiplying the Tranche Target Value for such tranche by the Tranche Value Adjustment percentage on such date, as determined under Exhibit A with reference to the calculated Share Price as of that date, to establish the adjusted value of each such tranche (referred to respectively as Tranche A Adjusted Value, Tranche B Adjusted Value, and Tranche C Adjusted Value), as follows:

               (i) Tranche A. On the applicable Determination Date, $                                         (“Tranche A”), shall be multiplied by the Tranche Value Adjustment percentage under Exhibit A, determined with reference to the calculated Share Price during the applicable Determination Period to establish the adjusted value of Tranche A (“Tranche A Adjusted Value”).

               (ii) Tranche B. On the applicable Determination Date, $                                         (“Tranche B”) shall be multiplied by the Tranche Value Adjustment percentage under Exhibit A, determined with reference to the calculated Share Price during the applicable Determination Period to establish the adjusted value of Tranche B (“Tranche B Adjusted Value”).

               (iii) Tranche C. On the applicable Determination Date, $                                         (“Tranche C”) shall be multiplied by the Tranche Value Adjustment percentage under Exhibit A, determined with reference to the calculated Share Price during the applicable Determination Period to establish the adjusted value of Tranche C (“Tranche C Adjusted Value”).

Each of the adjusted values so determined shall be payable to the Executive in accordance with Section 3, provided the vesting requirements under Section 4 have been satisfied at that time.

     Section 3. Payment of the Awards. Subject to the vesting requirements of Section 4 and Section 5, if a particular tranche has a neutral or positive adjusted value determined in accordance with Section 2(b), then such adjusted value shall be payable to the Executive as soon as administratively practicable within 30 days after the Determination Date. In no event, however, shall any such payment, to the extent vested, be made later than March 15 of the calendar year following the calendar year in which the tranche vests under Section 4 or 5.

     Section 4. Service-Vesting Requirement. Except as otherwise provided in Section 5, on the applicable date indicated below, Executive shall become vested and entitled to receive the adjusted value of each tranche as and when determined under Section 2(b), provided the Executive remains continuously employed with the Company or one of its Subsidiaries or Affiliates through the date indicated:

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Tranche A: first anniversary of the Grant Date
Tranche B: second anniversary of the Grant Date
Tranche C: third anniversary of the Grant Date

Once this requirement has been satisfied the adjusted tranche value shall thereafter be payable in accordance with Section 3.

     Section 5. Vesting Upon Certain Events.

          (a) Death. In the event of the Executive’s death prior to satisfying the vesting requirements under Section 4, a pro rata portion of the Award, determined as set forth below, is immediately vested and shall be paid to the Executive’s designated beneficiary as soon as administratively practicable following the date of death, but in no event later than 60 days thereafter (or, if the date of death occurs within a Determination Period for a particular tranche, 60 days after the applicable Determination Date). If no beneficiary has been designated, payment will be made to the Executive’s surviving spouse or if there is no surviving spouse, to the Executive’s estate. All other amounts hereunder are immediately forfeited and shall not be payable. The pro rata portion of the Award shall be determined as follows:

               (i) In the event of the Executive’s death prior to the first anniversary of the Grant Date, the pro rata portion of the Award shall be equal to Tranche A, without regard to any adjustment under Section 2(b)(i), multiplied by a fraction, the numerator of which is the number of completed calendar months from the Grant Date to the date of death and the denominator of which is 12.

               (ii) In the event of the Executive’s death after the first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1) and (2):

(1)	Tranche A Adjusted Value, as determined by Section 2(b)(i), unless previously paid; plus
(2)	Tranche B, without regard to any adjustment under Section 2(b)(ii), multiplied by a fraction, the numerator of which is the number of completed calendar months from the first anniversary of the Grant Date to the date of death and the denominator of which is 12.

               (iii) In the event of the Executive’s death after the second anniversary of the Grant Date, but prior to the third anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1), (2), and (3):

(1)	Tranche B Adjusted Value, as determined by Section 2(b)(ii), unless previously paid; plus
(2)	Tranche C, without regard to any adjustment under Section 2(b)(iii), multiplied by a fraction, the numerator of which is the number of completed calendar months from the second anniversary

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of the Grant Date to the date of death and the denominator of which is 12.

          (b) Disability. In the event of the Executive’s Termination of Employment due to Disability prior to satisfying the vesting requirements under Section 4, a pro rata portion of the Award, determined as set forth below, is immediately vested and shall be paid as soon as administratively practicable following the date of Termination of Employment due to Disability, but in no event later than 60 days thereafter (or, if the date of Disability occurs within a Determination Period for a particular tranche, 60 days after the applicable Determination Date). All other amounts hereunder are immediately forfeited and shall not be payable. The pro rata portion of the Award shall be determined as follows:

               (i) In the event of the Executive’s Termination of Employment due to Disability prior to the first anniversary of the Grant Date, the pro rata portion of the Award shall be equal to Tranche A, without regard to any adjustment under Section 2(b)(i), multiplied by a fraction, the numerator of which is the number of completed calendar months from the Grant Date to the date of Termination of Employment due to Disability and the denominator of which is 12.

               (ii) In the event of the Executive’s Termination of Employment due to Disability after the first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1) and (2):

(1)	Tranche A Adjusted Value, as determined by Section 2(b)(i), unless previously paid; plus
(2)	Tranche B, without regard to any adjustment under Section 2(b)(ii), multiplied by a fraction, the numerator of which is the number of completed calendar months from the first anniversary of the Grant Date to the date of Termination of Employment due to Disability and the denominator of which is 12.

               (iii) In the event of the Executive’s Termination of Employment due to Disability after the second anniversary of the Grant Date, but prior to the third anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1), (2), and (3):

(1)	Tranche B Adjusted Value, as determined by Section 2(b)(ii), unless previously paid; plus
(2)	Tranche C, without regard to any adjustment under Section 2(b)(iii), multiplied by a fraction, the numerator of which is the number of completed calendar months from the second anniversary of the Grant Date to the date of Termination of Employment due to Disability and the denominator of which is 12.

          (c) Involuntary Termination of Employment without Cause or Voluntary Termination of Employment for Good Reason. In the event of the Executive’s involuntary Termination of Employment without Cause or voluntary Termination of Employment for Good

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Reason, prior to satisfying the vesting requirements under Section 4, a pro rata portion of the Award, determined as set forth below, is immediately vested and shall be paid as soon as administratively practicable following the date of such Termination of Employment, but in no event later than 60 days thereafter (or, if the date of such Termination of Employment occurs within a Determination Period for a particular tranche, 60 days after the applicable Determination Date). All other amounts hereunder are immediately forfeited and shall not be payable. The pro rata portion of the Award shall be determined as follows:

               (i) In the event such Termination of Employment occurs prior to the first anniversary of the Grant Date, the pro rata portion of the Award shall be equal to Tranche A, without regard to any adjustment under Section 2(b)(i).

               (ii) In the event such Termination of Employment occurs after the first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1) and (2):

(1)	Tranche A Adjusted Value, as determined by Section 2(b)(i), unless previously paid; plus
(2)	Tranche B, without regard to any adjustment under Section 2(b)(ii).

               (iii) In the event such Termination of Employment occurs after the second anniversary of the Grant Date, but prior to the third anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1), (2), and (3):

(1)	Tranche B Adjusted Value, as determined by Section 2(b)(ii), unless previously paid; plus
(2)	Tranche C, without regard to any adjustment under Section 2(b)(iii).

          (d) Retirement. In the event of the Executive’s Retirement, prior to satisfying the vesting requirements under Section 4, a pro rata portion of the Award, determined as set forth below, is immediately vested and shall be paid as soon as administratively practicable following the date of Retirement, but in no event later than 60 days thereafter (or, if the date of Retirement occurs within a Determination Period for a particular tranche, 60 days after the applicable Determination Date). All other amounts hereunder are immediately forfeited and shall not be payable. The pro rata portion of the Award shall be determined as follows:

               (i) In the event of the Executive’s Retirement prior to the first anniversary of the Grant Date, the pro rata portion of the Award shall be equal to Tranche A, without regard to any adjustment under Section 2(b)(i), multiplied by a fraction, the numerator of which is the number of completed calendar months from the Grant Date to the date of Retirement and the denominator of which is 12.

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               (ii) In the event of the Executive’s Retirement after the first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1) and (2):

(1)	Tranche A Adjusted Value, as determined by Section 2(b)(i), unless previously paid; plus
(2)	Tranche B, without regard to any adjustment under Section 2(b)(ii), multiplied by a fraction, the numerator of which is the number of completed calendar months from the first anniversary of the Grant Date to the date of Retirement and the denominator of which is 12.

               (iii) In the event of the Executive’s Retirement after the second anniversary of the Grant Date, but prior to the third anniversary of the Grant Date, the pro rata portion of the Award shall be the sum of (1), (2), and (3):

(1)	Tranche B Adjusted Value, as determined by Section 2(b)(ii), unless previously paid; plus
(2)	Tranche C, without regard to any adjustment under Section 2(b)(iii), multiplied by a fraction, the numerator of which is the number of completed calendar months from the second anniversary of the Grant Date to the date of Retirement and the denominator of which is 12.

          (e) Change in Control. In the event of a Change in Control, prior to the satisfaction of the vesting requirements of Section 4, the Award shall be immediately 100 percent vested and shall be paid as soon as administratively practicable following the date of the completion of the Change in Control, but in no event later than 60 days thereafter (or, if the date of the Change in Control occurs within a Determination Period for a particular tranche, 60 days after the applicable Determination Date). The amount of the Award shall be determined as follows:

               (i) In the event the Change in Control is completed prior to the first anniversary of the Grant Date, the Award shall be the sum of (1), (2), and (3):

(1)	Tranche A, without regard to any adjustment under Section 2(b)(i), plus
(2)	Tranche B, without regard to any adjustment under Section 2(b)(ii), plus
(3)	Tranche C, without regard to any adjustment under Section 2(b)(iii).

               (ii) In the event the Change in Control is completed after the first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the Award shall be the sum of (1), (2), and (3):

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(1)	Tranche A Adjusted Value, as determined by Section 2(b)(i), unless previously paid; plus
(2)	Tranche B, without regard to any adjustment under Section 2(b)(ii); plus
(3)	Tranche C, without regard to any adjustment under Section 2(b)(iii).

               (iii) In the event the Change in Control is completed after the second anniversary of the Grant Date, but prior to the third anniversary of the Grant Date, the Award shall be the sum of (1), (2), and (3):

(1)	Tranche B Adjusted Value, as determined by Section 2(b)(ii), unless previously paid; plus
(2)	Tranche C, without regard to any adjustment under Section 2(b)(iii).

          (f) Other Termination of Employment. In the event of the Executive’s Termination of Employment for any reason other than an event specified above, prior to satisfying the vesting requirements of Section 4 or 5, any unvested tranche of the Award is immediately forfeited in its entirety and shall not be payable.

          (g) Rules of Construction. In the event that more than one event occurs under this Section 5, the first event to occur shall be controlling and shall determine the timing and amount of the Award payable. If the adjusted value of any tranche of the Award has been paid, the provisions of Section 5 shall not be construed as to require a second payment of such amounts. Under no circumstances shall any provision of this Agreement be construed so as to require payment to the Executive in excess of the Award amount calculated under Section 2(b).

     Section 6. Miscellaneous.

          (a) Binding Agreement. This Agreement is binding on and enforceable by and against the parties, their successors, legal representatives and assigns.

          (b) Entire Agreement. This Agreement constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes any prior agreements or understandings related to such subject matter.

          (c) Amendment of this Agreement. This Agreement may not be amended, modified, or supplemented except by a written instrument executed by each of the parties hereto.

          (d) Restrictions on Transfer. The Award may not be sold, assigned, transferred, encumbered, hypothecated or pledged in any manner (whether by operation of law or otherwise) other than by will or applicable laws of decent and distribution.

          (e) No Right to Continued Employment. The Executive’s right, if any, to continue to serve the Company or its Subsidiaries or Affiliates as an employee or otherwise will

9

not be enlarged or otherwise affected by this Agreement. This Agreement does not restrict the right of the Company or its Subsidiaries or Affiliates to terminate the Executive’s employment at any time.

          (f) Changes in Capitalization. In the event of any change in the outstanding Shares by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, subdivision or exchange of shares, or any distribution to stockholders other than a normal cash dividend, the Committee shall make an appropriate adjustment to the Share Price as may be determined in the sole but reasonable discretion of the Committee, and such adjustments shall be final, conclusive and binding for all purposes.

          (g) Severability. If any provision of this Agreement shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (i) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (ii) not affect any other provision of this Agreement or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under this Agreement shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under this Agreement, and if the making of any payment in full or the provision of any other benefit required under this Agreement in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under this Agreement.

          (h) Waiver. Any party’s failure to insist on compliance with or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.

          (i) General Rules of Construction. The headings given to the Sections of this Agreement are solely as a convenience to facilitate reference, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein. The reference to any statute, regulation or other provision of law shall be construed to include any amendment thereto or refer to any successor thereof.

          (j) Section 409A. To the extent required by law, this Agreement and the grant of the Award hereunder are intended to comply with the requirements of Section 409A of the Code and the Treasury Regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”), and this Agreement and the Award shall be administered and interpreted in a manner that is consistent with such intention. Notwithstanding the terms of Sections 3 and 5, to the extent that payment to the Executive is required to be delayed by six months pursuant to Section 409A, such payment shall be made as soon as administratively practicable following the first day of the seventh month following the Executive’s Termination of Employment, but in no event later than 90 days thereafter.

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          (k) Rabbi Trust. In the event of a delay in payment upon a Change in Control beyond the date of completion of such Change in Control, amounts payable under Section 5(e) shall be contributed by the Company to a grantor trust established by the Company with an independent trustee immediately prior to the completion of the Change in Control giving rise to Executive’s entitlement to such amounts. The costs and fees associated with establishing and maintaining such grantor trust shall be borne by the Company. The amounts held in trust shall be invested in a stable value fund or other similar investment vehicle, which seeks to preserve principal while earning interest income. The investment vehicle shall be selected by an independent investment manager appointed by the Company. The interest income realized shall be included in and paid to Executive as and when Executive’s payment under this Section is made.

          (l) Governing Law. This Agreement, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of New York, without reference to principles of conflict of laws, and construed accordingly.

          (m) Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument.

TRW AUTOMOTIVE INC.

By:

Name:

Title:

EXECUTIVE

11

EXHIBIT A

No payout if Share Price is less than 70% of the applicable Baseline Share
Price.

Share Price	Tranche Value Adjustment*
Share Price at the applicable Determination Date less than 70% of the applicable Baseline Share Price	0.0%
Share Price at the applicable Determination Date equal to or greater than 70%, but not more than 130% of the applicable Baseline Share Price	100%
Share Price at the applicable Determination Date greater than 130% of the applicable Baseline Share Price	130%

12

EX-10.2

Exhibit 10.2

TRW AUTOMOTIVE HOLDINGS CORP.
2003 STOCK INCENTIVE PLAN

EXECUTIVE OFFICER
STOCK-SETTLED STOCK APPRECIATION RIGHTS AGREEMENT

          THIS AGREEMENT, is made effective as of [                    ], 200 [ ] (the “Date of Grant”), 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 stock appreciation rights 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) “Appreciation Amount,” for each SSAR, is calculated as the (i) the lesser of (x) the Exercise FMV and (y) the Maximum Value, minus (ii) $ [     ], which is the Fair Market Value of one Share on the Date of Grant.

          (b) “Cause” means, “Cause” as defined in the Closing Date Employment Agreement or, if not defined therein or if there is no such agreement, “Cause” means (i) such Participant’s continued failure substantially to perform such Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by the Company or any of its Subsidiaries or Affiliates to the Participant of such failure, (ii) dishonesty in the performance of the Participant’s duties, (iii) such Participant’s conviction of, or plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral turpitude, (iv) such Participant’s willful malfeasance or willful misconduct in connection with such Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates or (v) such Participant’s breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject.

          (c) “Closing Date” means February 28, 2003.

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          (d) “Closing Date Employment Agreement” means a written employment agreement between the Company or any of its Subsidiaries and the Participant which is or was entered into as of or after the Closing Date (as the same may be amended, modified or supplemented in accordance with the terms thereof).

          (e) “Disability” means, “disability” as defined in the Closing Date Employment Agreement or, if not defined therein or if there shall be no such agreement, “disability” of the Participant shall have the meaning ascribed to such term in the Company’s long-term disability plan or policy, as in effect from time to time.

          (f) “Exercise FMV” means the Fair Market Value of one Share on the date of exercise of an SSAR.

          (g) “Expiration Date” means the eighth anniversary of the Date of Grant.

          (h)“Good Reason“ means “Good Reason” as defined in the Closing Date Employment Agreement.

          (i) “Maximum Value” means $50.00.

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

          (k) “Retirement“ means satisfaction of the requirements for early or normal retirement under a defined benefit pension plan maintained by the Company or one or more members of the Company’s controlled group of corporations (as defined by Section 1563 of the Internal Revenue Code) and receipt of pension benefits in accordance with such requirements as soon as administratively practicable following the last date of active employment with the Company or its controlled group of corporations.

          (l) “SSARs” means the stock-settled stock appreciation rights granted hereunder.

          (m) “Vested Portion” means, at any time, the portion of the SSARs which have become vested, as described in Section 3 of this Agreement.

          2. Grant of SSARs. The Company hereby grants to the Participant [     ] SSARs, subject to adjustment as set forth in the Plan. Each SSAR entitles the Participant to receive the appreciation in value of one underlying Share, subject to the terms, conditions and maximum value limitations contained in this Agreement. Upon exercise, subject to the satisfaction of applicable tax withholding pursuant to Section 7, the Participant shall be entitled to receive from the Company a number of whole Shares determined by dividing the aggregate Appreciation Amount for the number of SSARs being exercised by the Exercise FMV. Fractional Shares shall be rounded down to the nearest whole Share, and any remaining cash will be paid to the Participant in such manner as shall be determined by the Company in its discretion.

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          3. Vesting of the SSARs.

          (a) In General. Subject to Sections 3(b) and 3(c), one-third of the SSARs subject to this Agreement shall vest and become exercisable on the first anniversary of the Date of Grant and an additional one-third of the SSARs shall vest and become exercisable on each subsequent anniversary of the Date of Grant (each a “Scheduled Vesting Date”), until such SSARs are 100% vested.

          (b) Change of Control. Notwithstanding the foregoing, upon a Change of Control, the unvested portion of the SSARs, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable.

          (c) Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates for any reason, the SSARs, to the extent not then vested, shall be immediately canceled by the Company without consideration; provided, however, that if the Participant’s employment is terminated (i) due to the Participant’s death or Disability, (ii) by the Company or its Affiliates without Cause or (iii) by the Participant for Good Reason, the unvested portion of the SSARs, to the extent not previously cancelled or forfeited, shall become vested and exercisable with respect to the number of SSARs that otherwise would have become vested and exercisable on the next Scheduled Vesting Date following such termination. The Vested Portion of the SSARs shall remain exercisable for the period set forth in Section 4(a) of this Agreement.

          4. Exercise of SSARs.

          (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the SSARs at any time prior to the Expiration Date. Notwithstanding the foregoing (but subject to Section 4(c) below), if the Participant’s employment terminates prior to the Expiration Date, the Vested Portion of the SSARs shall remain exercisable for the period set forth below:

          (i) Death or Disability. If the Participant’s employment with the Company and its Affiliates terminates due to the Participant’s death or Disability, the Participant (or, in the case of death, the Participant’s estate or those designated by will or the laws of descent and distribution) may exercise the Vested Portion of the SSARs for a period ending on the earlier of (A) two years following the date of such termination and (B) the Expiration Date;

          (ii) Termination other than for Cause. If the Participant’s employment with the Company and its Affiliates is terminated for any reason other than by the Company or its Affiliates for Cause or due to the Participant’s death, Disability or Retirement, the Participant may exercise the Vested Portion of the SSARs for a period ending on the earlier of (A) 90 days following the date of such termination and (B) the Expiration Date;

          (iii) Termination for Retirement. If the Participant’s employment with the Company terminates due to Retirement, the Vested Portion of the SSARs shall remain exercisable until the Expiration Date; and

3

          (iv) Termination by the Company for Cause. If the Participant’s employment with the Company and its Affiliates is terminated by the Company for Cause, the Vested Portion of the SSARs shall terminate in full and cease to be exercisable.

          (b) Method of Exercise.

          (i) Subject to Section 4(a) of this Agreement, the Vested Portion of the SSARs may be exercised by following such procedures as the Company or its designated administrator shall determine, which may include a telephonic or online election through the Company’s authorized agent or by execution and delivery of a written notice of intent to so exercise; provided that the SSARs may be exercised with respect to whole SSARs only. Such election or notice shall specify the number of SSARs being exercised. The Participant must exercise a minimum number of SSARs such that the aggregate Appreciation Amount for all SSARs exercised at any one time must at least equal the Exercise FMV.

          (ii) Upon the Company’s determination that any portion of the SSARs have been validly exercised, the Company shall issue such number of whole Shares determined in accordance with Section 2, in the Participant’s name. The Shares will be delivered to the Participant in such manner as shall be determined by the Company in its discretion. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant.

          (iii) In the event of the Participant’s death, the Vested Portion of the SSARs shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

          (c) Automatic Exercise. Notwithstanding Section 4(b), in the event that the Fair Market Value of a Share is equal to or greater than the Maximum Value on a particular date, the Participant hereby agrees that the portion of the SSARs that are vested (or become vested) and exercisable on such date (and which have not previously been cancelled or forfeited or expired due to the lapse of the applicable exercise period set forth in Section 4(a)) shall automatically be exercised on such day without any action by the Participant (an “Automatic Exercise”). Upon such Automatic Exercise, notwithstanding anything to the contrary in Section 2, subject to the satisfaction of applicable tax withholding, the Participant shall be entitled to receive from the Company a number of whole Shares determined by dividing (i) the aggregate Appreciation Amount (which will be calculated as the Maximum Value minus the Fair Market Value on the Date of Grant) for the number of SSARs then vested and exercisable by (ii) the Exercise FMV. Fractional Shares shall be rounded down to the nearest whole Share, and any remaining cash will be paid to the Participant in such manner as shall be determined by the Company in its discretion.

4

          5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or its Affiliate may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

          6. Transferability. Unless otherwise determined by the Committee, the SSARs 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. During the Participant’s lifetime, the SSARs are exercisable only by the Participant.

          7. Withholding. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the SSAR, regardless of any action (by the Company or any Affiliate or any designated agent) with respect to any tax withholding obligations that arise in connection with the SSAR or its exercise. The Participant may be required to pay to the Company or its Affiliate and the Company or its Affiliate shall have the right and is hereby authorized to, consistent with applicable law, withhold from any payment due or transfer made under the SSARs or under the Plan or from any compensation or other amount owing to the Participant, the amount (in cash, Shares, other securities, other Awards or other property) sufficient to satisfy the minimum applicable statutory tax withholding obligation (whether federal, state, international or local), including any employment tax obligation or any other withholding obligation in respect of the SSARs, their exercise, or any payment or transfer under the SSARs 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.

          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. SSARs Subject to Plan. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The SSARs and the Shares received upon exercise of the SSARs 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.

5

          11. No Rights as a Stockholder. The Participant shall have no rights of a stockholder with respect to any the SSAR or the underlying Shares (including any voting rights or rights with respect to any dividends paid on the Shares) unless and until the Participant has exercised the SSAR and the SSAR is settled by the issuance of Shares to the Participant.

          12. No Compensation Deferrals. Neither the Plan nor this Agreement is intended to provide for an elective deferral of compensation that would be subject to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that no awards (including without limitation, the SSARs) become subject to the requirements of Section 409A.

          13. 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.

          14. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the SSARs granted under this Agreement and participation in the Plan or future awards that may be granted under the Plan by electronic means or to request the Participant consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

TRW AUTOMOTIVE HOLDINGS CORP.
By
	Its
Participant:

6

EX-10.3

Exhibit 10.3

TRW AUTOMOTIVE HOLDINGS CORP.
2003 STOCK INCENTIVE PLAN

CHIEF EXECUTIVE OFFICER
STOCK- SETTLED STOCK APPRECIATION RIGHTS AGREEMENT

          THIS AGREEMENT, is made effective as of [                    ], 200[  ][ ] (the “Date of Grant”), 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 stock appreciation rights 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) “Appreciation Amount,” for each SSAR, is calculated as the (i) the lesser of (x) the Exercise FMV and (y) the Maximum Value, minus (ii) $ [      ], which is the Fair Market Value of one Share on the Date of Grant.

          (b) “Cause” means, “Cause” as defined in the Closing Date Employment Agreement or, if not defined therein or if there is no such agreement, “Cause” means (i) such Participant’s continued failure substantially to perform such Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by the Company or any of its Subsidiaries or Affiliates to the Participant of such failure, (ii) dishonesty in the performance of the Participant’s duties, (iii) such Participant’s conviction of, or plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a misdemeanor involving moral turpitude, (iv) such Participant’s willful malfeasance or willful misconduct in connection with such Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Subsidiaries or Affiliates or (v) such Participant’s breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject.

          (c) “Closing Date” means February 28, 2003.

1

          (d) “Closing Date Employment Agreement” means a written employment agreement between the Company or any of its Subsidiaries and the Participant which is or was entered into as of or after the Closing Date (as the same may be amended, modified or supplemented in accordance with the terms thereof).

          (e) “Disability” means, “disability” as defined in the Closing Date Employment Agreement or, if not defined therein or if there shall be no such agreement, “disability” of the Participant shall have the meaning ascribed to such term in the Company’s long-term disability plan or policy, as in effect from time to time.

          (f) “Exercise FMV” means the Fair Market Value of one Share on the date of exercise of an SSAR.

          (g) “Expiration Date” means the eighth anniversary of the Date of Grant.

          (h) “Good Reason” means “Good Reason” as defined in the Closing Date Employment Agreement.

          (i) Maximum Value” means $50.00.

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

          (k) “Retirement” means satisfaction of the requirements for early or normal retirement under a defined benefit pension plan maintained by the Company or one or more members of the Company’s controlled group of corporations (as defined by Section 1563 of the Internal Revenue Code) and receipt of pension benefits in accordance with such requirements as soon as administratively practicable following the last date of active employment with the Company or its controlled group of corporations.

          (l) “SSARs” means the stock-settled stock appreciation rights granted hereunder.

          (m) “Vested Portion” means, at any time, the portion of the SSARs which have become vested, as described in Section 3 of this Agreement.

          2. Grant of SSARs. The Company hereby grants to the Participant [ ]SSARs, subject to adjustment as set forth in the Plan. Each SSAR entitles the Participant to receive the appreciation in value of one underlying Share, subject to the terms, conditions and maximum value limitations contained in this Agreement. Upon exercise, subject to the satisfaction of applicable tax withholding pursuant to Section 7, the Participant shall be entitled to receive from the Company a number of whole Shares determined by dividing the aggregate Appreciation Amount for the number of SSARs being exercised by the Exercise FMV. Fractional Shares shall be rounded down to the nearest whole Share, and any remaining cash will be paid to the Participant in such manner as shall be determined by the Company in its discretion.

2

          3. Vesting of the SSARs.

          (a) In General. Subject to Sections 3(b) and 3(c), one-third of the SSARs subject to this Agreement shall vest and become exercisable on the first anniversary of the Date of Grant and an additional one-third of the SSARs shall vest and become exercisable on each subsequent anniversary of the Date of Grant (each, a “Scheduled Vesting Date”), until such SSARs are 100% vested.

          (b) Change of Control. Notwithstanding the foregoing, upon a Change of Control, the unvested portion of the SSARs, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable.

          (c) Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates for any reason, the SSARs, to the extent not then vested, shall be immediately canceled by the Company without consideration; provided, however, that if the Participant’s employment is terminated (i) due to the Participant’s death or Disability, the unvested portion of the SSARs, to the extent not previously cancelled or forfeited, shall become vested and exercisable with respect to the number of SSARs that otherwise would have become vested and exercisable on the next Scheduled Vesting Date following such termination and (ii) by the Company or its Affiliates without Cause or by the Participant for Good Reason, the unvested portion of the SSARs, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The Vested Portion of the SSARs shall remain exercisable for the period set forth in Section 4(a) of this Agreement.

          4. Exercise of SSARs.

          (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the SSARs at any time prior to the Expiration Date. Notwithstanding the foregoing (but subject to Section 4(c) below), if the Participant’s employment terminates prior to the Expiration Date, the Vested Portion of the SSARs shall remain exercisable for the period set forth below:

          (i) Death or Disability. If the Participant’s employment with the Company and its Affiliates terminates due to the Participant’s death or Disability, the Participant (or, in the case of death, the Participant’s estate or those designated by will or the laws of descent and distribution) may exercise the Vested Portion of the SSARs for a period ending on the earlier of (A) two years following the date of such termination and (B) the Expiration Date;

          (ii) Termination other than for Cause. If the Participant’s employment with the Company and its Affiliates is terminated for any reason other than by the Company or its Affiliates for Cause or due to the Participant’s death, Disability or Retirement, the Participant may exercise the Vested Portion of the SSARs for a period ending on the earlier of (A) 90 days following the date of such termination and (B) the Expiration Date;

          (iii) Termination for Retirement.If the Participant’s employment with the Company terminates due to Retirement, the Vested Portion of the SSARs shall remain exercisable until the Expiration Date; and

3

          (iv) Termination by the Company for Cause. If the Participant’s employment with the Company and its Affiliates is terminated by the Company for Cause, the Vested Portion of the SSARs shall terminate in full and cease to be exercisable.

          (b) Method of Exercise.

          (i) Subject to Section 4(a) of this Agreement, the Vested Portion of the SSARs may be exercised by following such procedures as the Company or its designated administrator shall determine, which may include a telephonic or online election through the Company’s authorized agent or by execution and delivery of a written notice of intent to so exercise; provided that the SSARs may be exercised with respect to whole Shares only. Such election or notice shall specify the number of SSARs being exercised. The Participant must exercise a minimum number of SSARs such that the aggregate Appreciation Amount for all SSARs exercised at any one time must at least equal the Exercise FMV.

          (ii) Upon the Company’s determination that any portion of the SSARs have been validly exercised, the Company shall issue such number of whole Shares determined in accordance with Section 2, in the Participant’s name. The Shares will be delivered to the Participant in such manner as shall be determined by the Company in its discretion. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant.

          (iii) In the event of the Participant’s death, the Vested Portion of the SSARs shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

          (c) Automatic Exercise. Notwithstanding Section 4(b), in the event that the Fair Market Value of a Share is equal to or greater than the Maximum Value on a particular date, the Participant hereby agrees that the portion of the SSARs that are vested (or become vested) and exercisable on such date (and which have not previously been cancelled or forfeited or expired due to the lapse of the applicable exercise period set forth in Section 4(a)) shall automatically be exercised on such day without any action by the Participant (an “Automatic Exercise”). Upon such Automatic Exercise, notwithstanding anything to the contrary in Section 2, subject to the satisfaction of applicable tax withholding, the Participant shall be entitled to receive from the Company a number of whole Shares determined by dividing (i) the aggregate Appreciation Amount (which will be calculated as the Maximum Value minus the Fair Market Value on the Date of Grant) for the number of SSARs then vested and exercisable by (ii) the Exercise FMV. Fractional Shares shall be rounded down to the nearest whole Share, and any remaining cash will be paid to the Participant in such manner as shall be determined by the Company in its discretion.

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          5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or its Affiliate may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

          6. Transferability. Unless otherwise determined by the Committee, the SSARs 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. During the Participant’s lifetime, is the SSARs are exercisable only by the Participant.

          7. Withholding. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the SSAR, regardless of any action (by the Company or any Affiliate or any designated agent) with respect to any tax withholding obligations that arise in connection with the SSAR or its exercise. The Participant may be required to pay to the Company or its Affiliate and the Company or its Affiliate shall have the right and is hereby authorized to, consistent with applicable law, withhold from any payment due or transfer made under the SSARs or under the Plan or from any compensation or other amount owing to the Participant, the amount (in cash, Shares, other securities, other Awards or other property) sufficient to satisfy the minimum applicable statutory tax withholding obligation (whether federal, state, international or local), including any employment tax obligation or any other withholding obligation in respect of the SSARs, their exercise, or any payment or transfer under the SSARs 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.

          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. SSARs Subject to Plan. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The SSARs and the Shares received upon exercise of the SSARs 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.

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          11. No Rights as a Stockholder. The Participant shall have no rights of a stockholder with respect to any the SSAR or the underlying Shares (including any voting rights or rights with respect to any dividends paid on the Shares) unless and until the Participant has exercised the SSAR and the SSAR is settled by the issuance of Shares to the Participant.

          12. No Compensation Deferrals. Neither the Plan nor this Agreement is intended to provide for an elective deferral of compensation that would be subject to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that no awards (including without limitation, the SSARs) become subject to the requirements of Section 409A.

          13. 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 electric image scan shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

          14. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the SSARs granted under this Agreement and participation in the Plan or future awards that may be granted under the Plan by electronic means or to request the Participant consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

TRW AUTOMOTIVE HOLDINGS CORP.
By
	Its
Participant:

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