Letter Agreement Clarifying Supplemental Retirement Benefits for John C. Plant with TRW Automotive Inc. and TRW Limited

Summary

This agreement between John C. Plant, TRW Automotive Inc., and TRW Limited clarifies how Mr. Plant’s supplemental retirement benefits will be calculated under his employment agreement. It states that early retirement provisions in the company pension plan will be ignored if they would reduce his supplemental benefit, as long as he qualifies for early retirement under the UK-based pension scheme. Additionally, his supplemental benefit will be increased to cover any Medicare, OASDI, and related tax liabilities. The agreement is effective upon signing by all parties.

EX-10.37 109 file104.htm LETTER AGREEMENT BETWEEN JOHN C. PLANT

EXHIBIT 10.37 May 27, 2003 Mr. John C. Plant President and Chief Executive Officer TRW Automotive Inc. 12025 Tech Center Drive Livonia, Michigan 48150 Re: Non-Qualified Supplemental Retirement Plan ------------------------------------------ Dear John: In order to clarify the intent of the parties in determining the amount of your supplemental retirement benefit under the non-qualified retirement plan established pursuant to Paragraph 5.c. of the Employment Agreement dated February 6, 2003, between you, TRW Automotive Inc. (formerly, TRW Automotive Acquisition Corp.) and TRW Limited (the "Agreement"), it is understood and agreed as follows: o The early retirement provisions under the Company Pension Plan (as defined in Paragraph 5.c. of the Agreement) shall be disregarded if and to the extent necessary to avoid any reduction in your supplemental retirement benefit that otherwise may occur, provided that you have satisfied the requirements for early retirement under the UK-based Pension Scheme. o Your supplemental retirement benefit shall be increased by an amount equal to (i) any Medicare and OASDI (old-age, survivors and disability insurance) taxes due and payable by you in respect of such benefit; plus (ii) any additional taxes due and payable by you as a result of the increase described in (i) If agreeable to you, please acknowledge your acceptance of the terms of this letter by signing where indicated below. Very truly yours, /s/ David L. Bialosky David L. Bialosky Vice President and Secretary TRW Automotive Inc. The parties have acknowledged their agreement to the foregoing by executing this letter as of the date(s) set forth herein. EXECUTIVE TRW LIMITED Signed: /s/ John C. Plant Signed: /s/ David L. Bialosky -------------------------- ------------------------- John C. Plant David L. Bialosky Date May 27th, 2003 Date May 27th, 2003 ------------------------------ -------------------------