Attached files
file | filename |
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EX-10.2 - EX-10.2 - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48919exv10w2.htm |
EX-10.1 - EX-10.1 - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48919exv10w1.htm |
EX-10.3 - EX-10.3 - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48919exv10w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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
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
Not applicable
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 Executives 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 Executives cash incentive award, which
is divided into three tranches of equal value. Each tranches value will be adjusted based upon
the Companys 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 Companys 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 tranches
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 tranches value will be increased
to 130% of the tranches target value. If the average closing stock price during the determination
period is less than 70% of the baseline stock price, then the tranches 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
Executives 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 Companys 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 Companys 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
Companys recent stock options, in the event of the Executives 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 Companys 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 Companys 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 Executives 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 Executives 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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