Retention Agreement - Northrop Grumman Corp. and David L. Bialosky
Corporate Vice President
Compensation and Benefits
[NORTHROP GRUMMAN LOGO OMITTED]
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067-2199
Telephone 310-201-3042
August 9, 2002
Mr. David L. Bialosky
[REDACTED]
[REDACTED]
RE: SPECIAL INCENTIVE
Dear David:
As you know, Northrop Grumman Corporation ("Northrop Grumman") has
entered into an Agreement and Plan of Merger with TRW Inc. and Richmond
Acquisition Corp., pursuant to which Northrop Grumman will acquire all of the
stock of TRW Inc. (the "Merger"). Following the Merger, Northrop Grumman intends
to either sell TRW's automotive business to a third party or spin off (the
automotive business to Northrop Grumman shareholders (the "Automotive
Transaction").
You are a key employee of the automotive business, and Northrop Grumman
wishes to provide you with a Special Incentive to remain employed through and
following the Merger, to use your best efforts to accomplish the Automotive
Transaction, and to remain employed in the automotive business for at least six
months following the closing of the Automotive Transaction.
The Special Incentive shall be in the amount of $1,800,000 less
applicable tax withholding, and will be paid to you independent of any other
incentive or severance payment within fifteen calendar days following the six
month anniversary of the closing of the Automotive Transaction if each of the
following four conditions is met:
1. The Merger closes on or before March 31, 2003; and
2. The sale or spin off of the automotive business occurs after the
closing of the Merger and before December 31, 2003 (this date may be extended by
mutual written agreement between you and Northrop Grumman); and
3. You remain continuously actively employed on a full-time basis by
TRW until the closing of the Merger and by Northrop Grumman following the
closing of the Merger through the closing date of the Automotive Transaction,
and you use your best efforts in accordance with the reasonable direction of TRW
senior management until the closing of the Merger, and in accordance with the
reasonable direction of Northrop Grumman senior management following
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Mr. David L. Bialosky
August 9, 2002
Page 2
the closing of the Merger, to accomplish the sale or spin off of the automotive
business; provided, however, that this condition will be deemed to have been met
if you are terminated without "Cause" by Northrop Grumman after the closing of
the Merger and before the closing of the Automotive Transaction. "Cause" shall
mean any of the following: (i) your conviction of any felony; (ii) your
willfully committing an act of gross misconduct which has a serious adverse
effect on your employer; or (iii) gross negligence in performing your job
duties; and
4. You remain continuously actively employed on a full-time basis with
the new entity which includes the former TRW automotive business for six months
following the closing of the Automotive Transaction; provided, however, that
this condition will be deemed to have been met if you are not offered employment
by the new entity in a position with at least the same base pay and 60% target
bonus opportunity you now have, or if your base pay or bonus opportunity is
reduced during this six month period, or if the new entity terminates your
employment without "Cause" (as previously defined) during this six month period.
David, I look forward to your continued support of the automotive
business. If you are in agreement with the terms of this letter, please sign and
date below and return a copy to me.
Sincerely yours,
/s/ Patricia H. Summers
Patricia H. Summers
Vice President
Compensation and Benefits
ACCEPTED AND AGREED TO:
/s/ David L. Bialosky
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David L. Bialosky
Dated: August 13th, 2002
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