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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DNPCYWC2tzoz0MGLNRadu/e5kLRi/lh+cvDMMHV/ZReWhK+7zDxjWP45gMcvYxC5 JE3cMRv9u4xWdbPNWrms7Q== 0000950137-07-018463.txt : 20071213 0000950137-07-018463.hdr.sgml : 20071213 20071213145222 ACCESSION NUMBER: 0000950137-07-018463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20071210 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071213 DATE AS OF CHANGE: 20071213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH CORP CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00892 FILM NUMBER: 071304403 BUSINESS ADDRESS: STREET 1: 4 COLISEUM CENTRE STREET 2: 2730 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044237000 MAIL ADDRESS: STREET 1: 4 COLISEUM CENTRE STREET 2: 2730 WEST TYVOLA RD CITY: CHARLOTTE STATE: NC ZIP: 28217 FORMER COMPANY: FORMER CONFORMED NAME: GOODRICH B F CO DATE OF NAME CHANGE: 19920703 8-K 1 c22264e8vk.htm CURRENT REPORT e8vk

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): December 10, 2007

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in its Charter)


New York	1-892	34-0252680

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (704) 423-7000

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:

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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Item 9.01. Financial Statements and Exhibits
Signatures
EXHIBIT INDEX
Form of Stock Option Award Agreement
Form of Restricted Stock Unit Award Agreement
Form of Performance Unit Award Agreement
Form of Amendment to Performance Unit Award Agreement
Form of Management Continuity Agreement

Section 5 – Corporate Governance and Management


Item 5.02.		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2007, the Compensation Committee of our Board of Directors adopted revisions to the form of our Stock Option Award Agreement, Restricted Stock Unit Award Agreement and Performance Unit Award Agreement under the Goodrich Corporation 2001 Equity Compensation Plan (the “Equity Compensation Plan”). In the form Stock Option Award Agreement and Restricted Stock Unit Agreement, the Compensation Committee added a provision that allows the Company to prorate an equity grant unilaterally upon notification of an executive’s intent to retire. This would address a situation where an executive, who is retirement eligible as defined in the Company’s plans, receives an annual equity grant and then announces his or her intention to retire, thereby vesting in the entire grant.

In addition, the Compensation Committee amended the early retirement provision of the form Stock Option Award Agreement and Restricted Stock Unit Award Agreement to allow for forfeiture of the unvested portion of the awards if the executive goes to work for a competitor within six months of retiring from the Company.

The Compensation Committee amended the form Performance Unit Award Agreement to provide for vesting of an award in a two-step process upon a change-in-control. In the event a change-in-control occurs, an executive would receive a pro-rata portion of his or her award, based on the higher of target value of the award or the unit value of the most recent payout of performance units. In the event that an executive’s employment is terminated for other than cause after a change-in-control, the executive would receive the full value of his or her award calculated as the higher of target value of the award or the unit value of the most recent payout of performance units, offset by the earlier payout upon change-in-control. This double trigger approach requires both a change-in-control and termination of employment for the executive to receive the full value of the award. In addition to the amendments to the form of these agreements which affect awards authorized at the December 10 and 11, 2007 meetings and future awards under the Equity Compensation Plan, the Compensation Committee amended the current Performance Unit Award Agreements for the 2006-2008 and 2007-2009 terms to provide for vesting in the two-step process upon a change-in-control as provided above. Prior to these amendments, the agreements did not address the vesting of an award in the event of a change-in-control of the Company.

Copies of the adopted form of Stock Option Award Agreement, Restricted Stock Unit Agreement, Performance Unit Award Agreement, and Amendment to Performance Unit Award Agreement are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 respectively, and are incorporated herein by reference.

Management Continuity Agreements

On December 10, 2007, the Compensation Committee recommended to the Board of Directors that it approve of changes to the form of the Company’s Management Continuity Agreement. On December 11, 2007, the Board of Directors approved of the form of Management Continuity Agreement which will replace the current Management Continuity Agreement. We anticipate that each of the named executive officers from our 2007 proxy statement will enter into the new form of Management Continuity Agreement in substitution for their existing agreements. Under the new agreements, the named executive officers will be entitled to the following upon a change-in-control (as that term is defined in the agreement) and the executive is terminated during the three years following the change-in-control or the individual voluntarily terminates employment for “good reason” (as that term is defined in the agreement):

	•		A lump sum cash payment equal to three times the individual’s base salary in effect immediately prior to termination;

	•		A lump sum cash payment equal to three times the greater of (i) the individual’s most recent bonus or (ii) the individual’s target incentive amount” under our senior management incentive program;

	•		If the individual is under age 55 or over age 55 but not eligible to retire or not eligible for Company subsidized heath and welfare benefits, then continuation of all health and welfare benefit plans and programs for three years;

	•		If the individual is over age 55 and eligible for Company subsidized health and welfare benefits, the continuation of all health and welfare benefits and programs for life;

	•		Annual executive physical and tax and financial services;

	•		In addition to the benefits to which the individual is entitled under the defined benefit retirement plans or programs in which he or she participates, a lump sum cash payment in an amount equal to the actuarial equivalent of the retirement pension to which the individual would have been entitled under the terms of such retirement plans or programs had the individual accumulated three additional years of age, service, and earnings under such plans;

	•		In addition to the benefits to which the individual is entitled under the defined contribution retirement plans or programs in which he or she participates, a lump sum cash payment in an amount equal to the value of the Company matching contributions and discretionary contributions to which the individual would have been entitled under the terms of such retirement plans or programs had the individual continued to work for the Company for three additional years; and

	•		A tax gross-up for any excise tax due under the Internal Revenue Code for these types of arrangements.

The Management Continuity Agreements were also revised to bring them into compliance with Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated under section.

A copy of the form of revised Management Continuity Agreement is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1. Form of Stock Option Award Agreement

Exhibit 10.2. Form of Restricted Stock Unit Award Agreement

Exhibit 10.3. Form of Performance Unit Award Agreement

Exhibit 10.4. Form of Amendment to Performance Unit Award Agreement

Exhibit 10.5. Form of Management Continuity Agreement

Signatures

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


	GOODRICH CORPORATION (Registrant)
Date: December 13, 2007	By:	/s/ Vincent M. Lichtenberger
		Vincent M. Lichtenberger
		Assistant Secretary

EXHIBIT INDEX

Exhibit 10.1. Form of Stock Option Award Agreement

Exhibit 10.2. Form of Restricted Stock Unit Award Agreement

Exhibit 10.3. Form of Performance Unit Award Agreement

Exhibit 10.4. Form of Amendment to Performance Unit Award Agreement

Exhibit 10.5. Form of Management Continuity Agreement

EX-10.1 2 c22264exv10w1.htm FORM OF STOCK OPTION AWARD AGREEMENT exv10w1

STOCK OPTION AWARD AGREEMENT

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS STOCK OPTION AWARD AGREEMENT (hereinafter, the “Agreement”) is made as of this ___day of , , by and between Goodrich Corporation, a New York corporation (the “Company”), and (the “Optionee”). For the purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

WHEREAS, Optionee is employed by the Company or its subsidiaries, as defined in the Plan; and

WHEREAS, the Company wishes to grant to Optionee an award of stock options under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the parties agree as follows:

1. Grant of Options. The Committee has granted to Optionee as of (the “Grant Date”), options to purchase shares of common stock, par value $5.00 per share, of the Company (“Common Stock”), upon the terms and conditions set forth in this Agreement and the Plan. The options granted under this Agreement are intended to be non-statutory stock options. If during the first year from the Effective Date and prior to the vesting of any such options, Optionee notifies the Company of Optionee’s intent to terminate employment with the Company (the “Notification Date”) and Optionee shall be eligible for retirement as of such date of termination, then the number of unvested options shall be reduced, as of the Notification Date, by multiplying such number by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that Optionee has completed with the Company between the Grant Date and the Notification Date and the denominator shall be 12. For the purpose of this Section 1, Optionee shall be treated as being eligible for retirement if Optionee terminates employment with the Company at any time after Optionee is eligible for early retirement as provided under the terms of the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement under such plan if Optionee was a participant in such plan or as provided in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of such termination.

2. Exercise Price. The exercise price of the shares of Common Stock covered by the option shall be per share. This option price represents 100% of the Fair Market Value of the Common Stock on the date of grant, as calculated under the Plan.

3. Term of Option. The term of the options shall be ten (10) years from the date hereof, subject to earlier termination as provided in this Section 3. The date which is ten (10) years after the Grant Date shall be termed the “Expiration Date”.

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4. Vesting of Options. The options granted hereunder will be deemed vested upon Optionee’s continued employment with the Company or one of the Company’s subsidiaries on the dates set forth in the following schedule:


One (1) year from the Grant Date hereof		33 1/3 % of the options
Two (2) years from the Grant Date hereof		66 2/3 % of the options
Three (3) years from the Grant Date hereof		100 % of the options

5. Post-Employment Exercise of Options.

(a) If Optionee’s employment with the Company or a subsidiary terminates prior to the Expiration Date, and at such time the Optionee is eligible for retirement at the Normal Retirement Date or later, as defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for Normal Retirement under such plan if Optionee was a participant in such plan or as defined in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall vest immediately upon such termination and Optionee’s privilege to purchase shares may be exercised by Optionee at any time but in no event later than either the date which is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate.

(b) If Optionee’s employment with the Company or a subsidiary terminates prior to the Expiration Date, and at such time the Optionee is eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for Early Retirement under such plan if Optionee was a participant in such plan or as defined in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall continue to vest in accordance with Section 4 hereof, except as provided below, and Optionee’s privilege to purchase shares may be exercised by Optionee at any time but in no event later than either the date which is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate. Notwithstanding the preceding sentence, if within six (6) months after the Optionee’s date of termination and prior to the vesting of the options granted under this Agreement the Optionee directly, indirectly, or otherwise, owns, manages, operates, controls, serves as a consultant to, becomes employed by, participates in, or becomes connected, in any manner, with the ownership, management, operation or control of any business that competes with the Company or any of its affiliates, as determined by the Committee in its sole discretion, the Committee may, in its sole discretion, cancel the options granted under this Agreement that have not yet become vested.

(c) If Optionee’s employment with the Company or a subsidiary terminates prior to the Expiration Date by reason of permanent and total disability, then all unvested options shall vest immediately upon such termination and Optionee’s privilege to purchase shares may be exercised by

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Optionee at any time but in no event later than either the date which is five (5) years after the date Optionee’s employment terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate.

(d) If Optionee’s employment with the Company or a subsidiary terminates prior to the Expiration Date by reason of death, then all unvested options shall vest immediately upon such termination and Optionee’s privilege to purchase shares may be exercised by Optionee’s beneficiary (as defined under Section 8) at any time but in no event later than either the date that is five (5) years after the date Optionee’s employment terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate.

(e) If Optionee’s employment with the Company or a subsidiary terminates for any reason other than death or permanent and total disability or at a time when Optionee is not eligible for retirement, in each case as referred to above in Sections 5 (a), (b) and (c), then Optionee’s privilege to purchase shares pursuant to options that are vested as of the date of termination may be exercised by Optionee at any time within ninety (90) days of the termination of Optionee’s employment, but in no event later than the Expiration Date, and thereafter shall terminate.

(f) In the event of a Change in Control, the options granted under this Agreement shall vest immediately upon such Change in Control and shall remain exercisable by Optionee until the earlier of (a) the date two years after the Change in Control effective date or (b) the Expiration Date.

(g) Notwithstanding any provisions of this Agreement to the contrary, if Optionee’s employment with the Company or any of its subsidiaries is terminated for Cause, as defined herein, the Committee may, in its sole discretion, immediately terminate the options granted under this Agreement that have not yet become vested as of any date prior to the date of such termination. For the purpose of this Agreement, “Cause” shall mean a termination of employment by the Company due to (i) the violation by the Employee of any rule, regulation, or policy of the Company, including the Company’s Business Code of Conduct; (ii) the failure by the Employee to meet any requirement reasonably imposed upon such employee by the Company as a condition of continued employment; (iii) the violation by the Employee of any federal, state or local law or regulation; (iv) the commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the Employee to perform consistently the duties of the position held by such employee in a manner which satisfies the expectations of the Company after such Employee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or (vi) the dereliction or neglect by the Employee in the performance of such employee’s job duties.

6. Method of Exercising Option. The option hereby granted may be exercised at any time as to all or any of the shares then purchasable in accordance with this Agreement by payment in full therefor, at the corporate offices of the Company, either in (a) cash (including checks, bank draft money order or wire transfer) or (b) by delivering Common Stock owned of record by Optionee, or a combination of cash and Common Stock owned of record by Optionee. The fair market value of the Common Stock so delivered shall be the arithmetic mean of the high and low price of the Common Stock on the New York Stock Exchange-Composite Transactions listing on the exercise date (as of 4:00 p.m. Eastern Time). The utilization of Common Stock for all or part of the option price shall be subject to rules and conditions issued by the Board or the Committee including but not limited to common stock holding period requirements relating to pyramiding rules, regulations, principles and practices of the Internal Revenue Service, the

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Securities and Exchange Commission and the accounting profession. Upon receipt of such payment and payment of any required withholding taxes, the Company will issue, sell and deliver fully paid and nonassessable shares of Common Stock in the amount for which payment is so made. As soon as practicable after such payment, the Company shall either transfer physical possession of a certificate or certificates representing the shares of Common Stock so purchased or provide for book entry transfer of such shares to the Optionee.

7. Optionee’s Alternative to Exercising Options.

(a) In the event of a Change in Control, and as an alternative to the exercise provisions contained above, Optionee may under certain limited conditions hereinafter set forth, elect to surrender and terminate the option granted herein as to all or any of the shares then purchasable in accordance with this Agreement and receive cash from the Company.

(b) A written application containing an election to exercise this Section 7 alternative must be submitted to the Secretary of the Company, or his or her designee, during the period that commences on the date on which a Change in Control occurs and ends on the 60th day thereafter.

(c) The amount of cash paid upon exercise of this Section 7 alternative shall equal the total number of option shares surrendered multiplied by the amount by which the fair market value of a share of the Company’s common stock on the date of exercise exceeds the option price. The fair market value of common stock, for purposes of this paragraph, shall be the arithmetic mean of the high and low prices of the common stock as reported on the New York Stock Exchange-Composite Transactions listing (or similar report) on the exercise date (as of 4:00 p.m. Eastern Time) as determined in this Section 7(c), or, if no sale was made on such date, then on the next preceding day on which a sale was made.

(d) This Section 7 alternative shall not be available more than six months after (i) Optionee’s retirement from the Company or one of its subsidiaries, or (ii) Optionee ceases to be considered an “executive officer” of the Company and therefore subject to Section 16(b) of the Exchange Act.

8. Assignability/Beneficiary. The rights of Optionee, contingent or otherwise, in the options cannot and shall not be sold, assigned or pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. Optionee may designate a beneficiary or beneficiaries to exercise any rights or receive any benefits that are due under Section 5(d) following Optionee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s corporate compensation group for such purpose which completed form must be received by the Company’s corporate compensation group or its designee before Optionee’s death. If Optionee fails to designate a beneficiary, or if no designated beneficiary survives Optionee’s death, Optionee’s estate shall be deemed Optionee’s beneficiary.

9. Rights as a Shareholder. Neither Optionee nor his/her beneficiary or legal representative shall be, or have any rights of, a shareholder of the Company or have any right to notice of meetings of shareholders or of any other proceedings of the Company.

10. Changes in Capital Structure. The number of options covered by this Agreement and the exercise price thereof will be adjusted appropriately in the event of any stock split, stock dividend,

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combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted.

11. Governing Law. This grant and exercise of this option is subject to the condition that this option, together with any other options granted on the Grant Date, will conform with any applicable provisions of any State or Federal law or regulation in force either at the time of grant of the option or the exercise thereof. The Committee and the Board reserve the right pursuant to the condition mentioned in this paragraph to terminate all or a portion of this option if, in the opinion of the Committee and the Board, this option or the exercise thereof does not conform with any such applicable State or Federal law or regulation and such nonconformance shall cause material harm to the Company.

This Agreement is to be governed by the laws of the State of New York, without regard to conflicts of laws principles thereof.

12. Tax Withholding. Optionee’s ability to exercise Optionee’s options and receive the benefits of such exercise are contingent upon Optionee’s agreement that Optionee will remit to the Company any taxes that the Company is required by law to collect from Optionee. The Company reserves the right to deduct from the total number of shares purchased by Optionee pursuant to the exercise of the options the number of shares the fair market value of which equals any tax withholding obligation that the company has upon Optionee’s exercise of the option. The Company also reserves the right to require that any such taxes be remitted to the Company from the proceeds of the sale of any stock acquired by Optionee through exercise of the option by any stock broker effecting such sale.

13. Continued Employment. Nothing contained herein shall be construed as conferring upon the Optionee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.

14. Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee shall be binding and conclusive upon Optionee or upon Optionee’s executors or administrators or beneficiary upon any question arising hereunder or under the Plan. This Agreement will constitute an agreement between the Company and the Employee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.

15. Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.

16. Consent to Jurisdiction. Optionee hereby consents to the jurisdiction of any state or federal court located in the county in which the principal executive office of the Company is then located for purposes of the enforcement of this Agreement and waives personal service of any and all process upon Optionee. The Optionee waives any objection to venue of any action instituted under this Agreement.

17. Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an

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appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Optionee or any transferee is to be addressed to his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.

18. Further Assurances. At any time, and from time to time after executing this Agreement, the Optionee will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.

19. Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.

20. Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.

21. Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the option, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.

IN WITNESS WHEREOF, the parties agree to the terms and conditions stated herein by signing and returning to the Company the attached copy hereof.


	GOODRICH CORPORATION
	By:
		Vice President


Accepted by:


(Employee’s name)

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EX-10.2 3 c22264exv10w2.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT exv10w2

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the day of , , between Goodrich Corporation, a New York corporation (the “Company”), and (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

WHEREAS, the Employee is employed by the Company or its subsidiaries; and

WHEREAS, the Company wishes to grant an award of restricted stock units under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Employee agree as follows:

Grant of Units. The Company hereby grants to the Employee ___restricted stock units (the “Units”). Each Unit held by the Employee shall entitle the Employee to receive (i) one share of common stock, par value $5.00 per share, of the Company (“Common Stock”) upon the vesting of such Unit (as described below) and (ii) periodic cash payments from the Company equal in value to any dividend declared and paid on a share of Common Stock (“dividend equivalents”). Prior to the vesting of a Unit, the Employee shall have no ownership interest in the Common Stock represented by such Unit and the Employee shall have no right to vote or exercise proxies with respect to the Common Stock represented by such Unit. No stock certificates will be issued as of the date of this Agreement (the “Effective Date”) and the Units shall be subject to forfeiture and other restrictions as set forth below. If during the first year from the Effective Date and prior to the vesting of any such Units, the Employee notifies the Company of the Employee’s intent to terminate employment with the Company (the “Notification Date”) and the Employee shall be eligible for retirement as of such date of termination, then the number of unvested Units shall be reduced, as of the Notification Date, by multiplying such number by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that the Employee has completed with the Company between the Grant Date and the Notification Date and the denominator shall be 12. For the purpose of this Section 1, the Employee shall be treated as being eligible for retirement if the Employee terminates employment with the Company at any time after the Employee is eligible for early retirement as provided under the terms of the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement under such plan if the Employee was a participant in such plan or as provided in a subsidiary

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company’s salaried pension plan in the event the Employee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of such termination.

Vesting. The Units will be deemed vested upon the Employee’s continued employment with the Company or one of the Company’s subsidiaries on the dates set forth in the following schedule:

Three (3) years from the Effective Date — 50% of the Units

Four (4) years from the Effective Date — 75 % of the Units

Five (5) years from the Effective Date — 100% of the Units

Upon vesting, and in any event, on or before March 15 of the year immediately following the year in which vesting occurred, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer of such shares to the Employee, subject to Sections 6 and 7 below.

Vesting of Units Post-Employment.

(a) In the event of the Employee’s death, all unvested Units shall vest immediately to the Employee’s beneficiary, as defined in Section 5, upon the Employee’s death. In the event of the Employee’s permanent and total disability, all unvested Units shall vest immediately upon such permanent and total disability.

(b) In the event the Employee’s employment with the Company or a subsidiary of the Company terminates and the Employee is eligible for Normal Retirement, as defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for Normal Retirement under such plan if the Employee was a participant in such plan or as defined in a subsidiary company’s salaried pension plan in the event the Employee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of the Employee’s termination of employment, all unvested Units shall vest immediately upon such termination.

(c) In the event the Employee’s employment with the Company or a subsidiary of the Company terminates and the Employee is eligible for Early Retirement, as defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for Early Retirement under such plan if the Employee was a participant in such plan or as defined in a subsidiary company’s salaried pension plan in the event the Employee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of the Employee’s termination of employment, except as provided below, all unvested Units shall vest six (6) months from the date of the Employee’s date of termination. However, if the Employee directly, indirectly, or otherwise, owns, manages, operates, controls, serves as a consultant to, becomes employed by, participates in, or becomes connected, in any manner, with the ownership, management, operation or control of any business that competes with the Company or any of its affiliates, as determined by the Committee in its

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		sole discretion, after the Employee’s date of termination and prior to the vesting of the Units granted under this Agreement, the Committee may, in its sole discretion, cancel the Units granted under this Agreement that have not yet become vested.

(d)		Anything to the contrary notwithstanding, in the event of a Change in Control of the Company subsequent to this date, all Units shall immediately vest.

(e)		Notwithstanding any provisions of this Agreement to the contrary, if the Employee’s employment with the Company or any of its subsidiaries is terminated for Cause, as defined herein, the Committee may, in its sole discretion, immediately cancel the Units granted under this Agreement that have not yet become vested as of any date prior to the date of such termination. For the purpose of this Agreement, “Cause” shall mean a termination of employment by the Company due to (i) the violation by the Employee of any rule, regulation, or policy of the Company, including the Company’s Business Code of Conduct; (ii) the failure by the Employee to meet any requirement reasonably imposed upon such employee by the Company as a condition of continued employment; (iii) the violation by the Employee of any federal, state or local law or regulation; (iv) the commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the Employee to perform consistently the duties of the position held by such employee in a manner which satisfies the expectations of the Company after such Employee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or (vi) the dereliction or neglect by the Employee in the performance of such employee’s job duties.

(f)		Upon vesting, and in any event, on or before March 15 of the year immediately following the year in which vesting occurred, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 5) or provide for book entry transfer of such shares to the Employee (or, if the Employee is deceased, the Employee’s beneficiary), subject to Sections 6 and 7 below.

4.		Forfeiture. Except as specifically provided in Section 3, if the Employee’s employment is terminated prior to any of the vesting dates set forth in Section 2 above, all of the unvested Units will be forfeited. In the event of such forfeiture, all rights to receive shares of Common Stock or dividend equivalents or any other ancillary rights shall cease and terminate immediately.

5.		Assignability/Beneficiary. The rights of the Employee contingent or otherwise in the Units or dividend equivalents cannot and shall not be sold, assigned, pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. The Employee may designate a beneficiary or beneficiaries to receive any benefits that are due under Section 3 following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as

2008 (Executive)

		prescribed by the Company’s corporate compensation group for such purpose which completed form must be received by the Company’s corporate compensation group or its designee before the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s beneficiary.

6.		Tax Withholding. At the time shares of common stock are transferred to the Employee, the number of shares delivered will be net of the amount of shares sufficient to satisfy any federal, state and local tax withholding requirements with which the Company must comply.

7.		Changes in Capital Structure. The number of shares of Common Stock to be transferred to the Employee upon the vesting of any Units will be adjusted appropriately in the event of any stock split, stock dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted; provided, that the number of shares subject to this Agreement shall always be a whole number.

8.		Continued Employment. Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.

9.		Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee shall be binding and conclusive upon Employee or upon Employee’s executors or administrators or beneficiaries upon any question arising hereunder or under the Plan. This Agreement will constitute an agreement between the company and the Employee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.

10.		Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.

11.		Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any state or federal court located in the county in which the principal executive office of the Company is then located for purposes of the enforcement of this Agreement and waives personal service of any and all process upon the Employee. The Employee waives any objection to venue of any action instituted under this Agreement.

12.		Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Employee or any transferee is to be addressed to

2008 (Executive)

		his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.

13.		Further Assurances. At any time, and from time to time after executing this Agreement, the Employee will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.

14.		Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.

15.		Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.

16.		Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the Units, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.

17.		Governing Law. This Agreement is subject to the condition that this award will conform with any applicable provisions of any state or federal law or regulation in force either at the time of grant. The Committee and the Board reserve the right pursuant to the condition mentioned in this paragraph to terminate all or a portion of this Agreement if in the opinion of the Committee and Board, this Agreement does not conform with any such applicable state or federal law or regulation and such nonconformance shall cause material harm to the Company.

		This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first day hereabove first written.


	GOODRICH CORPORATION
	By:
		Vice President

Accepted by:

(Employee’s name)

2008 (Executive)

EX-10.3 4 c22264exv10w3.htm FORM OF PERFORMANCE UNIT AWARD AGREEMENT exv10w3

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS PERFORMANCE UNIT AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the ___day of , ___, between Goodrich Corporation, a New York corporation (the “Company”), and (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

WHEREAS, the Employee is employed by the Company or its subsidiaries; and

WHEREAS, the Company wishes to grant to the Employee an award of performance units under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Employee agree as follows:

1.		Grant of Units. The Company hereby grants to the Employee performance units (the “Units”). If the Company declares a dividend payment on the Company’s common stock, par value $5.00 per share (“Common Stock”) during the Term, as defined below, then the number of Units covered by this Agreement shall be increased as of the dividend payment date by the number of shares, if any, of the Common Stock that could be purchased on such date by such dividend payment. For purposes of determining the number of shares of the Common Stock that could be purchased by such dividend payment as of the dividend payment date, the amount of shares of the Common Stock that could be purchased shall be determined by reference to the fair market value of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of such date.

2.		Term of Units. The term of the Units (the “Term”) will begin on January 2, 2007 and will end on December 31, 2009.

3.		Unit Value Measurement. Except as otherwise provided in section 7 below, the aggregate value of the Participant’s Units (the “Benefit Amount”) shall be determined as of the last day of the Term, and shall be equal to the product of the number of Units then covered under this Agreement and the fair market value of one share of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of the last day of the Term.

4.		Earned Percentage. Except as otherwise provided in Section 6 and Section 7 below, the Employee shall be entitled to a benefit payment under this Agreement equal to the specified percentage (the “Earned Percentage”) of the Benefit Amount. The Earned Percentage of an amount equal to one-half of the Units covered by this Agreement (the “ROIC Units”) shall be determined in accordance with the provisions of subsection (a) of this Section 4, and the Earned Percentage of an amount equal to the other one-half of the

Units covered by this Agreement (the “RTSR Units”) shall be determined in accordance with the provisions of subsection (b) of this Section 4.

(a) Return on Invested Capital. The Earned Percentage of the ROIC Units shall be determined by reference to the Return on Invested Capital (as defined below) and will be calculated in accordance with the following schedule:


2007-2009 Goals	Return On Invested	Earned Percentage
	Capital
Threshold	TBD		0	%
Target	TBD		100	%
Maximum	TBD		200	%

With respect to levels of the Company’s Return on Invested Capital that fall within the threshold, target and maximum levels specified above, the Earned Percentage of the ROIC Units will be interpolated on a straight line basis. For purposes of this Agreement, the term “Return on Invested Capital” means “Earnings Before Interest and Taxes (“EBIT”) after tax” excluding Special Items (as defined below) divided by average invested capital (determined at the total Company level). EBIT shall be equal to the EBIT amount used for the Goodrich Corporation Management Incentive Program and the Goodrich Corporation Senior Executive Management Incentive Plan calculations. The tax rate applied to EBIT shall be the Company’s effective tax rate, except when management determines that certain discrete items should be excluded from the tax rate. In those instances, the effective tax rate shall be the Company’s effective tax rate excluding the impact of the discrete items. Invested capital is defined as the sum of: accounts receivable (excluding accounts receivable securitization); inventory (net); deferred tax assets (current and noncurrent); goodwill; other intangible assets (net of accumulated amortization); property, plant & equipment (net of accumulated depreciation); other current assets (including prepaids); and other noncurrent assets minus the sum of: accounts payable; accrued expenses; other current liabilities; taxes payable; deferred tax liabilities (current and noncurrent); other noncurrent liabilities; and the cumulative translation account. Special Items include all items deemed by management to have occurred during the Term that are not representative of the true underlying results of the Term. Examples of Special Items include, but are not limited to, significant tax litigation/settlements; debt issuance/exchange costs; and gains and losses from the sale of a business. In all cases, the exclusion of Special Items will be subject to the approval of the Compensation Committee.

(b) Relative Total Shareholder Return. The Earned Percentage of the RTSR Units shall be determined by reference to the Relative Total Shareholder Return (as defined below) and will be calculated in accordance with the following schedule:


Relative Total Shareholder Return		Earned Percentage
Percentile
25^th or Less		0%
50^th		100%
95^th or Higher		200%

With respect to levels of Relative Total Shareholder Return that fall within the percentiles specified above, the Earned Percentage of the RTSR Units will be interpolated on a straight line basis. For purposes of this Agreement, the term “Relative Total Shareholder Return” means the percentage calculated using the Total Shareholder Return (“TSR”) for Common Stock for each year of the Term (using the dividend reinvestment approach to calculating shareholder return) divided by the Total Shareholder Return for the Aerospace Peer Group (as defined below) (using the dividend reinvestment approach to calculating shareholder return). TSR is calculated for each year of the Term and then used to calculate TSR for the Term as follows: (1+TSR¹)(1+TSR²)(1+TSR³) ^1/3. The TSR for Goodrich is then divided by the TSR for the Aerospace Peer Group, the product of which will be the Relative Total Stock Value for the Term. The overall performance of the Aerospace Peer Group is then analyzed to identify the 25^th, 50^th and 75^th percentile performance. The Earned Percentage of RTSR Units will be determined based on the Company’s Relative Total Stock Value and its placement between the three identified performance points.

(c) Aerospace Peer Group. The Aerospace Peer Group is a group of aerospace companies selected, from time to time, by the Company’s Compensation Committee. The Aerospace Peer Group must be set by the Compensation Committee within 90 days of the beginning of a Term. If during the Term there is any change in the corporate capitalization of any aerospace company in the Aerospace Peer Group, such as a stock split, a corporate transaction (any merger, consolidation, separation including a spin-off or other distribution of stock or property of such aerospace company, or reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Internal Revenue Code)) or any partial or complete liquidation of any such aerospace company, the Compensation Committee, to the extent it deems it necessary and/or appropriate, in its sole discretion, shall take such change into account in determining the TSR of such aerospace company in the Aerospace Peer Group for purposes of subsection (b) of Section 4 (including, without limitation, by making such determination as if the change had not occurred or by eliminating such aerospace company from the Aerospace Peer Group for the Term).

(d) Responsibility for Calculations. All calculations of (i) the Company’s Return on Invested Capital and Relative Total Shareholder Return and (ii) the Earned Percentages of the ROIC Units and the RTSR Units shall be determined by the Committee in the exercise of its sole discretion, and any such calculations shall be final.

Benefit Payment. The benefit payment due to the Employee under this Agreement shall be paid to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 8) in a lump sum cash payment, subject to the provisions of Section 9 below. Except as otherwise provided in Section 7 below, such payment shall be paid by the Company as soon as practicable after the last date of the Term but, in any event, on or before March 15 of the year immediately following the end of the Term.

Termination of Employment

(a) Retirement, Death or Disability. If the Employee’s employment with the Company terminates due to retirement, death or permanent and total disability, then the amount of benefit otherwise payable to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 8) hereunder shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that the Employee has completed with the Company during the Term and the denominator shall be 36. For the purpose of this Section 6(a), the Employee shall be treated as having retired if the Employee terminates employment with the Company at any time after the Employee is eligible for early retirement as provided under the terms of the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement under such plan if the Employee was a participant in such plan or as provided in a subsidiary company’s salaried pension plan in the event the Employee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of such termination.

(b) Other Termination of Employment. Except as provided in Section 7 below, if the Employee’s employment is terminated prior to the last day of the Term for any reasons other than retirement, death or permanent and total disability, then the Employee will not be entitled to the payment of any benefit under this Agreement.

(c) Cause. Notwithstanding any provisions of this Agreement to the contrary, if the Employee’s employment with the Company or any of its subsidiaries is terminated for “cause”, as defined in this Section 6(c), the Committee may, in its sole discretion, immediately cancel the Units granted under this Agreement. For the purpose of this Agreement, other than for the purpose of Section 7, “cause” shall mean a termination of employment by the Company due to (i) the violation by the Employee of any rule, regulation, or policy of the Company, including the Company’s Business Code of Conduct; (ii) the failure by the Employee to meet any requirement reasonably imposed upon such employee by the Company as a condition of continued employment; (iii) the violation by the Employee of any federal, state or local law or regulation; (iv) the commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the Employee to perform consistently the duties of the position held by such employee in a manner which satisfies the expectations of the Company after such Employee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or (vi) the dereliction or neglect by the Employee in the performance of such employee’s job duties.

Change in Control.

(a) Change in Control Payment. Anything to the contrary notwithstanding, in the event a Change in Control, as that term is defined in the Plan, of the Company shall occur, then a benefit payment (the “CIC Payment”) shall be made to the Employee within five business days following the occurrence of the Change in Control. The CIC Payment

shall be equal to the product of the number of Units then covered under this Agreement and the greatest of (i) the product of an Earned Percentage of 100% (Target) and the fair market value of one share of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of the date of the Change in Control or (ii) the quotient of the Benefit Amount most recently paid to the Employee pursuant to a Performance Unit Award Agreement between the Company and the Employee (the “Recent PUP Award”) and the number of Units granted to the Employee under the Recent PUP Award. The amount of such CIC Payment shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that the Employee has completed with the Company during the Term up to the date of the Change in Control and the denominator shall be 36.

(b) Termination of Employment Payment. If the Employee’s employment with the Company terminates, other than for “cause” as defined in this Section 7(b), during the Term as a result of a Change in Control, then an additional benefit payment (the “Termination Payment”) shall be made to the Employee within five business days following the termination of employment. The Termination Payment shall be equal to the unreduced CIC Payment as calculated in Section 7(a) less the CIC Payment made or to be made to the Employee as provided in Section 7(a). For the purpose of Section 7, “cause” shall mean a termination of employment by the Company due to (i) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company, which failure causes material and demonstrable injury to the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Employee which specifically identifies the manner in which the Employee has not substantially performed the Employee’s duties, and after the Employee has been given a period of at least thirty (30) days to correct the Employee’s performance, or (ii) the willful engaging by the Employee in other gross misconduct materially and demonstrably injurious to the Company. For purposes of the foregoing definition of “cause”, no act, or failure to act, on the Employee’s part shall be considered “willful” unless conclusively demonstrated to have been done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s action or omission was in the best interests of the Company.

(c) Other. Notwithstanding the foregoing, in no event shall the Employee be required to refund to the Company, or have offset against any other payment due the Employee from or on behalf of the Company, all or any portion of a CIC Payment or Termination Payment.

Assignability/Beneficiary. The rights of the Employee contingent or otherwise in the Units cannot and shall not be sold, assigned, pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. The Employee may designate a beneficiary or beneficiaries to receive any payments that are due under Section 5 following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s corporate compensation group for such purpose which completed form must be received by the Company’s corporate compensation group or its designee before the Employee’s

		death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s beneficiary.

9.		Tax Withholding. At the time any payment to the Employee is made under this Agreement, the aggregate amount of such payment shall be reduced by the amount of any federal, state and local tax withholding requirements imposed on such payment.

10.		Changes in Capital Structure. The number of Units covered under this Agreement will be adjusted appropriately in the event of any stock split, stock dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock of the Company in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted; provided, that the number of Units subject to this Agreement shall always be a whole number.

11.		Continued Employment. Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.

12.		Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee referred to herein shall be binding and conclusive upon the Employee or upon the Employee’s executors or administrators or beneficiaries with respect to any question arising hereunder or under the Plan. This Agreement will constitute an agreement between the Company and the Employee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.

13.		Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.

14.		Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any state or federal court located in the county in which the principal executive office of the Company is then located for purposes of the enforcement of this Agreement and waives personal service of any and all process upon the Employee. The Employee waives any objection to venue of any action instituted under this Agreement.

15.		Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Employee or any transferee is to be addressed to his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.

16.		Further Assurances. At any time, and from time to time after executing this Agreement, the Employee will execute such additional instruments and take such actions

as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.

17.		Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.

18.		Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.

19.		Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the Units, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.

20.		Governing Law. This Agreement is subject to the condition that this award will conform with any applicable provisions of any state or federal law or regulation in force either at the time of grant. The Committee and the Board reserve the right pursuant to the condition mentioned in this paragraph to terminate all or a portion of this Agreement if in the opinion of the Committee and Board, this Agreement does not conform with any such applicable state or federal law or regulation and such nonconformance shall cause material harm to the Company.

		This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

21.		409A Compliance. Notwithstanding any provisions of the Plan or this Agreement to the contrary and, to the extent applicable, the Plan and this Agreement shall be interpreted, construed and administered (including with respect to any amendment, modification or termination of the Plan or this Agreement) in such a manner so as to comply with the provisions of Section 409A of the Internal Revenue Code, as amended, and any related Internal Revenue Service guidance promulgated thereunder, including, if required, delayed distribution of the benefit payment for six months following separation from service for any specified employee as defined under Section 409A.

IN WITNESS WHEREOF, the parties agree to the terms and conditions stated herein by signing and returning to the Company the attached copy hereof.


	GOODRICH CORPORATION

	By:

		Vice President
Accepted by:


(Employee’s name)

EX-10.4 5 c22264exv10w4.htm FORM OF AMENDMENT TO PERFORMANCE UNIT AWARD AGREEMENT exv10w4

AMENDMENT TO PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS FIRST AMENDMENT made as of the day of , 200 is made to the Performance Unit Award Agreement dated , 200 and the Performance Unit Award Agreement dated , 200 (collectively, the “Agreement”) by and between Goodrich Corporation, a New York corporation (the “Company”), and (the “Employee”). For purposes of this Amendment, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”) or the Agreement, unless otherwise noted.

WHEREAS, the Company and the Employee desire to mutually amend the Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Employee agree as follows:

Section 3 of the Agreement is hereby deleted and the following inserted in lieu thereof:

Unit Value Measurement. Except as otherwise provided in section 7 below, the aggregate value of the Participant’s Units (the “Benefit Amount”) shall be determined as of the last day of the Term, and shall be equal to the product of the number of Units then covered under this Agreement and the fair market value of one share of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of the last day of the Term.

II.

The first sentence of Section 4 of the Agreement is hereby deleted and the following inserted in lieu thereof:

Except as otherwise provided in Section 6 and Section 7 below, the Employee shall be entitled to a benefit payment under this Agreement equal to the specified percentage (the “Earned Percentage”) of the Benefit Amount.

III.

Section 5 of the Agreement is hereby deleted and the following inserted in lieu thereof:

Section 7 below, such payment shall be paid by the Company as soon as practicable after the last date of the Term but, in any event, on or before March 15 of the year immediately following the end of the Term.

IV.

Section 6(a) of the Agreement is hereby deleted and the following inserted in lieu thereof:

Section 6(b) of the Agreement is hereby deleted and the following inserted in lieu thereof:

VI.

Section 6(c) of the Agreement is hereby deleted and the following inserted in lieu thereof:

consistently the duties of the position held by such employee in a manner which satisfies the expectations of the Company after such Employee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or (vi) the dereliction or neglect by the Employee in the performance of such employee’s job duties.

VII.

Sections 7 through 19 of the Performance Unit Award Agreement dated January 3, 2006 are hereby renumbered as Sections 8 through 20, respectively.

VIII.

Sections 7 through 20 of the Performance Unit Award Agreement dated January 3, 2007 are hereby renumbered as Sections 8 through 21, respectively.

IX.

A new Section 7 shall be added to the Agreement and shall read as follows:

7. Change in Control.

(a) Change in Control Payment. Anything to the contrary notwithstanding, in the event a Change in Control, as that term is defined in the Plan, of the Company shall occur, then a benefit payment (the “CIC Payment”) shall be made to the Employee within five business days following the occurrence of the Change in Control. The CIC Payment shall be equal to the product of the number of Units then covered under this Agreement and the greatest of (i) the product of an Earned Percentage of 100% (Target) and the fair market value of one share of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of the date of the Change in Control or (ii) the quotient of the Benefit Amount most recently paid to the Employee pursuant to a Performance Unit Award Agreement between the Company and the Employee (the “Recent PUP Award”) and the number of Units granted to the Employee under the Recent PUP Award. The amount of such CIC Payment shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that the Employee has completed with the Company during the Term up to the date of the Change in Control and the denominator shall be 36.

(other than any such failure resulting from the Employee’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Employee which specifically identifies the manner in which the Employee has not substantially performed the Employee’s duties, and after the Employee has been given a period of at least thirty (30) days to correct the Employee’s performance, or (ii) the willful engaging by the Employee in other gross misconduct materially and demonstrably injurious to the Company. For purposes of the foregoing definition of “cause”, no act, or failure to act, on the Employee’s part shall be considered “willful” unless conclusively demonstrated to have been done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s action or omission was in the best interests of the Company.

IX.

Section 21 of the Performance Unit Award Agreement dated January 3, 2007 is hereby deleted and the following inserted in lieu thereof:

21.

409A Compliance. Notwithstanding any provisions of the Plan or this Agreement to the contrary and, to the extent applicable, the Plan and this Agreement shall be interpreted, construed and administered (including with respect to any amendment, modification or termination of the Plan or this Agreement) in such a manner so as to comply with the provisions of Section 409A of the Internal Revenue Code, as amended, and any related Internal Revenue Service guidance promulgated thereunder, including, if required, delayed distribution of the benefit payment for six months following separation from service for any specified employee as defined under Section 409A.

IN WITNESS WHEREOF, the parties agree to the terms and conditions stated herein by signing and returning to the Company the attached copy hereof.


	GOODRICH CORPORATION
	By:
		Vice President


Accepted by:

(Employee’s name)

EX-10.5 6 c22264exv10w5.htm FORM OF MANAGEMENT CONTINUITY AGREEMENT exv10w5

MANAGEMENT CONTINUITY AGREEMENT

This Agreement dated as of the ___ day of December, 2007 between (the “Executive”) and Goodrich Corporation, a New York corporation (the “Company”).

WHEREAS, Executive and the Company desire to set forth certain compensation and benefits that Executive shall receive upon the happening of certain events affecting Executive and the Company, and

WITNESSETH:

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties agree as follows:

1. Term. This Agreement shall commence on the date hereof and shall continue until the Date of Termination as set forth in Section 8 hereof.

2. Period of Employment. Executive’s “Period of Employment” shall commence on the date on which a Change in Control occurs and shall end on the date that is 24 months after the date on which such Change in Control occurs. Notwithstanding the foregoing, however, Executive’s Period of Employment shall not extend beyond any Mandatory Retirement Date (as hereinafter defined in Section 3) applicable to Executive.

3. Certain Definitions. For purposes of this Agreement:

(a) A “Change in Control” shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding Shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (other than by exercise of a conversion privilege), (B) any acquisition by the Company or any of its subsidiaries, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (D) any acquisition by any company with respect to which, following such acquisition, more than 70% of, respectively, the then outstanding Shares of

common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, solely in their capacity as Shareholders of the Company, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such period whose election, or nomination for election by the Company’s Shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(iii) Consummation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation, do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, solely in their capacity as Shareholders of the Company, more than 70% of, respectively, the then outstanding Shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

(iv) Consummation of (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, other than to a company, with respect to which following such sale or other disposition, more than 70% of, respectively, the then outstanding Shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then

beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities, solely in their capacity as Shareholders of the Company, who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be.

(b) The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

(c) The term “Mandatory Retirement Date” shall mean the compulsory retirement date, if any, established by the Company for those executives of the Company who, by reason of their positions and the size of their nonforfeitable annual retirement benefits under the Company’s pension, profit-sharing, and deferred compensation plans, are exempt from the provisions of the Age Discrimination in Employment Act, 29 U.S.C. Sections 621, et seq., which date shall not in any event be earlier for any executive than the last day of the month in which such Executive reaches age 65.

(d) The term “Payment Period” shall mean 36 months.

4. Compensation during Period of Employment. For so long during Executive’s Period of Employment as Executive is an employee of the Company, the terms and conditions of Executive’s employment shall be as follows:

(a) Executive shall continue to receive Executive’s full base salary at the rate in effect immediately prior to the Change in Control. Executive’s base salary shall be increased annually, with each such increase due on the anniversary date of Executive’s most recent previous increase. Each such increase shall be no less than an amount which at least equals on a percentage basis the mean of the annualized percentage increases in base salary for all elected officers of the Company during the two full calendar years immediately preceding the Change in Control;

(b) Executive shall continue to participate in all benefit and compensation plans and programs (including but not limited to equity compensation, cash incentive, qualified and non-qualified pension and savings plans, flexible benefits, life insurance, health and welfare, and disability plans and programs) in which Executive was participating immediately prior to the Change in Control, or in plans providing substantially similar benefits, in either case upon terms and conditions and at levels at least as favorable as those provided to Executive under the plans in which Executive was participating immediately prior to the Change in Control;

(c) Executive shall continue to receive all fringe benefits, perquisites, and similar arrangements which Executive was entitled to receive immediately prior to the Change in Control, or fringe benefits, perquisites and similar arrangements which are substantially similar as those Executive was receiving immediately prior to the Change in Control;

(d) Executive shall continue to receive annually at least the number of paid vacation days and holidays Executive was entitled to receive immediately prior to the Change in Control; and

(e) Executive shall not have any obligation to travel on the Company’s business in excess of Executive’s business travel obligations as in effect immediately prior to the Change in Control. In addition, Executive’s place of employment shall not, without Executive’s consent, be relocated to a location which is more than fifty (50) miles from the offices of the Company at which Executive was employed immediately prior to the Change in Control, and if Executive does consent to such a relocation, the Company shall (A) pay or reimburse Executive, in accordance with the Company’s relocation policy for its employees in existence immediately prior to a Change in Control, for all reasonable costs and expenses, plus “gross-ups” referred to in such policy incurred by Executive relating to a change of Executive’s principal residence in connection with such relocation, and (B) indemnify Executive against any loss (defined as the difference between the actual sale price of such residence and the higher of (1) Executive’s aggregate investment in such residence or (2) the fair market value of such residence as determined by the relocation management organization used by the Company immediately prior to the Change in Control (or other real estate appraiser designated by Executive and reasonably satisfactory to the Company)) realized in the sale of Executive’s principal residence in connection with any such change of residence.

5. Compensation upon Termination of Employment. If, during the Period of Employment, the Company shall terminate Executive’s employment for any reason (other than for a reason as expressly provided in Section 6(a) hereof), or if Executive shall terminate Executive’s employment for “Good Reason” (as hereinafter defined in Section 6(b)) then the Company shall be obligated to compensate Executive as follows and no payments or benefits received pursuant to this Section 5 shall be reduced or terminated as a result of Executive reaching the Mandatory Retirement Date:

(a) The Company shall pay to Executive in a lump sum, on the fifth business day following the Date of Termination (as hereinafter defined in Section 8), an amount equal to one-twelfth of Executive’s annualized base salary in effect immediately prior to the Date of Termination, multiplied by the number of months in the Payment Period.

(b) The Company shall pay Executive in a lump sum, on the fifth business day following the Date of Termination, an amount equal to the product of:

(i) the number of months in the Payment Period, and

(ii) one-twelfth of the greatest of: (A) the amount most recently paid to Executive under the Annual Incentive Plan (as defined below) for a full calendar year; (B) Executive’s “target incentive amount” under the Annual Incentive Plan for the calendar year in which his/her Date of Termination occurs; or (C) Executive’s “target incentive amount” under the Annual Incentive Plan in effect prior to the Change in Control for the calendar year in which the Change in Control occurs.

The “Annual Incentive Plan” means, for any period described in clause (ii) of this Section 5(b), the Company’s Senior Executive Management Incentive Program or Management Incentive Program, as applicable to Executive, or, if such programs are or were not in effect during such period, such other annual bonus plan (if any) for which Executive was eligible during such period. Executive’s “target incentive amount” under the Annual Incentive Plan is determined by multiplying Executive’s base salary by the incentive target percentage, which is applicable to Executive’s incentive category under the Annual Incentive Plan. The payment required by this Section 5(b) shall be in addition to, and not in lieu of, any payments required to be made to Executive under the Annual Incentive Plan as a result of the occurrence of the Change in Control.

(i) If Executive is under age 55, or over the age of 55 but not eligible to retire, or eligible to retire but not eligible for Company subsidized retiree health and welfare benefits, at the Date of Termination the Company shall provide Executive with health and welfare benefits for the Payment Period providing, in the aggregate, benefits which have an economic value at least as favorable to Executive as the health and welfare benefits provided to Executive immediately prior to the Date of Termination with the Company paying that percentage of the premium cost of the plans which it would have paid under the terms of the plans in effect immediately prior to the Change in Control.

(ii) If Executive is age 55 or over and eligible to retire on the Date of Termination and eligible for Company subsidized health and welfare benefits on the Date of Termination, the Company shall provide Executive with those health and welfare benefits to which Executive would be entitled under the Company’s general retirement policies if Executive retired on the Termination Date with the Company paying that percentage of the premium cost of the plans which it would have paid under the terms of the plans in effect immediately prior to the Change in Control with respect to individuals who retire at age 65, regardless of Executive’s actual age on the Termination Date, provided such benefits would be at least equal to those which would have been payable if Executive had been eligible to retire and had retired immediately prior to

the Change in Control. Such benefits shall be provided for the remainder of Executive’s lifetime. Health and welfare benefits for the Executive’s eligible family members shall be provided pursuant to the terms and conditions of the applicable plan documents.

(iii) The benefits provided pursuant to this Section 5(c) that are not “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be treated as set forth in this Section 5(c)(iii), notwithstanding any other provision hereof. The amount of such benefits provided during one calendar year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the Payment Period, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B). To the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No such benefit may be liquidated or exchanged for another benefit.

(d) The Company shall for the Payment Period continue, and Executive shall be entitled to receive an annual executive physical and tax and financial planning services which in the aggregate have an economic value at least as favorable to Executive as those Executive was entitled to receive or participate in immediately prior to the Date of Termination. The amount of such services provided during any given taxable year of Executive shall not affect the amount of such services provided in any other taxable year of Executive, and such services may not be liquidated or exchanged for another benefit. To the extent that any such services are provided by reimbursing expenses incurred by Executive, no reimbursement for any given expense shall be made later than the last day of Executive’s taxable year following the year in which such expense was incurred by Executive.

(e) If Executive is eligible for benefits under the defined benefit retirement plans or programs in which Executive participates (the “Pension Plans”), the Company shall, in addition to the benefits to which Executive is entitled under the Pension Plans, pay Executive an additional amount (the “Additional Pension”), such that the sum of the Additional Pension and Executive’s benefits under the Pension Plans (calculated as actuarial equivalent lump sum amounts) equals the lump sum value of the retirement pension to which Executive would have been entitled under the terms of the Pension Plans, based on the following:

(i) The length of the Payment Period will be added to:

(A) total years of continuous service for determining the amount of benefit accrual, except if Executive no longer earns service toward benefit accrual as a result of Executive electing “Savings Plus”, as defined below,

(B) the age which Executive will be considered to be for the purposes of determining eligibility for normal or early retirement calculations,

(D) the age used for the actuarial equivalent lump sum value calculation.

“Savings Plus” means Executive elected to receive enhanced Company contributions under the Savings Plan (as defined in Section 5(f) but to freeze benefit service up to June 30, 2006 under the Pension Plans.

(ii) For the purposes of calculating benefit accrual, the amount of compensation Executive will be deemed to have received during each month of Executive’s Payment Period shall be equal to the sum of Executive’s annual base salary prorated on a monthly basis as provided for under Section 4(a) immediately prior to the Date of Termination (including salary increases), plus under the Annual Incentive Plan the greatest of one-twelfth of:

(A) the amount most recently paid to Executive for a full calendar year,

(B) Executive’s “target incentive amount” for the calendar year in which Executive’s Date of Termination occurs, or

(C) Executive’s “target incentive amount” in effect prior to the Change in Control for the calendar year in which the Change in Control occurs.

Attached as Exhibit 1 is an illustration, not intending to be exhaustive, of examples of how inclusion of the Payment Period may affect the calculation of Executive’s retirement benefit. The Company shall pay Executive the Additional Pension in a lump sum on the fifth business day following the Date of Termination.

(f) The Company shall, in addition to the benefits to which Executive is entitled under the Goodrich Corporation Employees’ Savings Plan and any successor thereto (the “Qualified Savings Plan”) and the Goodrich Corporation Savings Benefit Restoration Plan and any successor thereto (the “Restoration Plan” and together with the Qualified Savings Plan, the “Savings Plans”), pay Executive the following additional amounts:

(i) a lump sum equal to the amount (if any) of Company contributions credited to Executive’s account in the Qualified Savings Plans on or before the Date of Termination that is forfeited as a result of the termination of Executive’s employment,

(ii) an additional benefit equal to the amount (if any) of Company contributions credited to Executive’s account in the Restoration Plan on or before the Date of Termination that is forfeited as a result of the termination of Executive’s employment, and

(iii) a lump sum equal to equal to three times the sum of (A) the Company matching contributions and (B) the discretionary Company contributions, in each case that were credited to Executive’s accounts in the Savings Plans during the Applicable Plan Year (as defined below).

The “Applicable Plan Year” means, as between the most recent plan year ending on or before the date of the Change in Control and the most recently completed plan year ending on or before the Date of Termination, the plan year in which the total matching and other Company contributions credited to Executive’s accounts in the Savings Plans were the greater.

The Company shall pay Executive the lump sum amounts described in clauses (i) and (iii) above on the fifth business day following the Date of Termination. The Company shall pay Executive the additional benefit described in clause (ii) at the same time or times and in the same form of payment as the forfeited Company contributions would have been paid pursuant to the Restoration Plan, if they had not been forfeited.

6. Termination.

(a) Termination without Compensation. If Executive’s employment or the term of this Agreement is terminated for any of the following reasons and in accordance with the provisions of this Section 6, Executive shall not be entitled by virtue of this Agreement to any of the benefits provided in the foregoing Section 5:

(i) If prior to the Commencement of the Period of Employment, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been absent from Executive’s duties with the Company on a full-time basis for 120 consecutive business days, and within thirty (30) days after a written Notice of Termination (as hereinafter defined in Section 7) is given, Executive shall not have

returned to the full-time performance of Executive’s duties (“Incapacity Discharge”);

(ii) If prior to the Commencement of the Period of Employment, the Company shall desire to terminate this Agreement without Cause as of the Date of Termination as provided in a written Notice of Termination.

(iii) If the Company shall have Cause. For the purposes of this Agreement, the Company shall have “Cause” to terminate Executive’s employment hereunder upon (A) the willful and continued failure by Executive to substantially perform Executive’s duties with the Company, which failure causes material and demonstrable injury to the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties, and after Executive has been given a period (hereinafter known as the “Cure Period”) of at least thirty (30) days to correct Executive’s performance, or (B) the willful engaging by Executive in other gross misconduct materially and demonstrably injurious to the Company. For purposes of the foregoing definition of “Cause”, no act, or failure to act, on Executive’s part shall be considered “willful” unless conclusively demonstrated to have been done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company.

Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Executive was guilty of conduct set forth above in clauses (A), including the expiration of the Cure Period without the correction of Executive’s performance, or (B) of this Section 6(a)(iii) and specifying the particulars thereof in detail.

(iv) This Agreement shall terminate upon the death, retirement or voluntary resignation of Executive prior to the commencement of the Period of Employment.

(b) Termination with Compensation. If Executive terminates his/her employment or his/her employment terminates for any of the following reasons and in

accordance with the provisions of this Section 6(b), Executive shall be entitled by virtue of this Agreement to the benefits provided in the foregoing Section 5 as described below:

(i) Executive may terminate his/her employment with the Company at any time during the Period of Employment for Good Reason (“Good Reason Termination”) and shall receive all of the benefits and payments provided in Section 5, provided that (A) Executive gives a Notice of Termination pursuant to Section 7 to the Company that “Good Reason” (as defined below) has occurred, not later than 90 days after such occurrence, and (B) the Company fails to cure such occurrence within 30 days after receiving such notice. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence during the Period of Employment, without Executive’s express written consent, of (1) any material reduction in Executive’s duties, authority or responsibilities, any material diminution in the authority, duties or responsibilities of the individual or group of individuals to which Executive is required to report, or any material diminution in the budget over which Executive retains authority, in each case as in effect immediately prior to the Change in Control, or (2) any material breach by the Company of its obligations under Section 4.

(ii) If Executive dies while employed by the Company during the Period of Employment while having cause to terminate his/her employment as a Good Reason Termination (whether or not Executive has provided Notice of Termination to the Company pursuant to Section 7), Executive’s beneficiary or beneficiaries named on Exhibit 2 to this Agreement (or Executive’s estate if Executive has not named a beneficiary) shall be entitled to receive those payments provided under Sections 5(a) and 5(b) of this Agreement in addition to any benefits that such beneficiaries would be entitled under any other plan, program or policy of the Company as a result of Executive’s employment with the Company.

(iii) If, during the Period of Employment, Executive either (A) retires from employment with the Company or (B) if the Company discharges Executive due to an Incapacity Discharge, in either case while having cause to terminate his/her employment as a Good Reason Termination (whether or not Executive has provided Notice of Termination to the Company pursuant to Section 7) Executive shall receive all of the benefits and payments provided in Section 5.

(iv) If after the commencement of the Period of Employment, the Company discharges Executive without Cause, Executive shall receive all of the benefits and payments provided in Section 5.

7. Notice of Termination. Any termination of Executive’s employment by the Company, the termination of this Agreement by the Company, or any termination by Executive as a Good Reason Termination shall be communicated by written notice to the

other party hereto. For purposes of this Agreement, such notice shall be referred to as a “Notice of Termination.” Such notice shall, to the extent applicable, set forth the specific reason for termination, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. The Notice of Termination for a Good Reason Termination must be provided by Executive not later than 90 days after “Good Reason” has occurred.

8. Date of Termination. “Date of Termination” shall mean:

(a) If Executive terminates Executive’s employment as a Good Reason Termination, the date specified in the Notice of Termination, but in no event more than 90 days after Notice of Termination is given. The Date of Termination shall not be any date prior to the date on which the 30 day cure period (as provided in Section 6(b)(i)) expires without the correction by the Company.

(b) If Executive’s employment is terminated for Cause under Section 6(a)(iii), the date on which a Notice of Termination is given, except that the Date of Termination shall not be any date prior to the date on which the Cure Period expires without the correction of Executive’s performance.

(c) If Executive’s employment pursuant to this Agreement is terminated following absence due to physical incapacity, under Section 6(a)(i), then the Date of Termination shall be 30 days after Notice of Termination is given (provided that Executive shall not have returned to the performance of Executive’s duties on a full-time basis during such 30 day period).

(d) If the Company desires to terminate this Agreement without Cause, then the date specified in the Notice of Termination, which shall be at least 36 months after Notice of Termination is given.

(e) A termination of employment by either the Company or by Executive shall not affect any rights Executive or Executive’s surviving spouse or beneficiaries may have pursuant to any other agreement or plan of the Company providing benefits to Executive, except as provided in such agreement or plan.

The Company and Executive shall take all steps necessary (including with regard to any post-termination services by Executive) to ensure that any termination of Executive’s employment hereunder constitutes a “separation from service” within the meaning of Section 409A of the Code that occurs on the “Date of Termination” as defined in this Section 8.

9. Certain Additional Payments.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined

without regard to any additional payments required under this Section 9) (a “Payment”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Subject to the provisions of Subsection 9(c), all determinations required to be made under this Section 9, including whether and when such a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and to Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another certified public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment as determined pursuant to this Section 9 shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty of the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 9(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to Executive or for Executive’s benefit.

(c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after Executive or his/her representative is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30 day period following the date on which Executive gives such notice

to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of any such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall remit the amount of such payment to Executive or to the appropriate taxing authority on Executive’s behalf, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment; and further provided that any extension of the statute of limitations relating to payment of taxes for Executive’s taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, at any time after receiving a Gross-Up Payment or after the Company has remitted an amount pursuant to Subsection 9(c), Executive receives any refund of the associated Excise Tax, Executive shall (subject to the Company’s having

complied with the requirements of Section 9(c), if applicable) promptly pay to the Company the amount of such refund, together with any interest paid or credited thereon net of all taxes applicable thereto). If, after the Company has remitted an amount pursuant to Section 9(c), a determination is made that Executive is not entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then Executive shall not be required to pay such amount to the Company, and any Gross-Up Payment owed to Executive shall be reduced (but not below zero) by such amount.

(e) Notwithstanding any other provision of this Section 9, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. In addition: (1) the Company shall pay the fees and expenses of the Accounting Firm not later than the end of the calendar year following the calendar year in which the related work is performed or the expenses are incurred by the Accounting Firm; and (2) the Company shall pay all other amounts that it is required to pay to or on behalf of Executive under this Section 9 not later than the end of the calendar year following (A) the calendar year in which the related taxes are remitted to the applicable taxing authority, or (B) in the case of amounts relating to a claim described in Section 9(c) that does not result in the remittance of any taxes, the calendar year in which the claim is finally settled or otherwise resolved.

10. No Obligation to Mitigate Damages; No Effect on Other Contractual Rights. Executive shall not be required to refund the amount of any payment or employee benefit provided for or otherwise mitigate damages under this Agreement by seeking or accepting other employment or otherwise, nor shall the amount of any payment required to be made under this Agreement be reduced by any compensation earned by Executive as the result of any employment by another employer after the date of termination of Executive’s employment with the Company, or otherwise. Upon receipt of written notice from Executive that Executive has been reemployed by another company or entity on a full-time basis, health and welfare benefits, an annual executive physical, and tax and financial services otherwise receivable by Executive pursuant to Sections 5(c) or 5(d) shall be reduced to the extent comparable benefits and services are made available to Executive at his/her new employment and any such benefits and services actually received by Executive shall be reported to the Company by Executive.

The provisions of the Agreement, and any payment or benefit provided for hereunder, shall not reduce any amount otherwise payable, or in any way diminish Executive’s existing rights, or rights which would occur solely as a result of the passage of time, under any other agreement, contract, plan or arrangement with the Company.

11. Successors and Binding Agreement

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business

or assets of the Company, by agreement in form and substance satisfactory to Executive, to assume and agree to perform this Agreement.

(b) This Agreement shall be binding upon the Company and any successor of or to the Company, including, without limitation, any person acquiring directly or indirectly all or substantially all of the assets of the Company whether by merger, consolidation, sale or otherwise (and such successor shall thereafter be deemed “the Company” for the purposes of this Agreement), but shall not otherwise be assignable by the Company.

(c) This Agreement shall inure to the benefit of and be enforceable by Executive and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to Executive pursuant to Section 5 hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee or, if there be no such designee, to Executive’s estate.

12. Notices. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chief Executive Officer of the Company with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing, except that notices of change of address shall be effective only upon receipt.

13. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of North Carolina, without giving effect to the principles of conflict of laws of such State.

14. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof, have been made by either party which is not set forth expressly in this Agreement.

15. Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

17. Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.

18. Nonassignability. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 11 above. Without limiting the foregoing, Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and in the event of any attempted assignment or transfer contrary to this Section the Company shall have no liability to pay any amounts so attempted to be assigned or transferred.

19. Legal Fees and Expenses. The Company shall pay, within 10 days after receiving an invoice therefore, and be solely responsible for, any and all attorneys’ and related fees and expenses incurred by Executive, at any time from the date of this Agreement through the Executive’s remaining lifetime or, if longer, through the 20^th anniversary of the date of the Change in Control, to enforce this Agreement or any provision hereof or as a result of the Company or any Shareholder of the Company contesting the validity or enforceability of this Agreement or any provision hereof, regardless of the outcome thereof; provided, that the Company shall not be obligated to pay any such fees and expenses arising out of any action brought by Executive if the finder of fact in such action determines that Executive’s position in such action was frivolous or maintained in bad faith; and provided, further, that Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such benefits provided during one calendar year shall not affect the amount of such benefits provided in any other taxable year. To the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No such benefit may be liquidated or exchanged for another benefit.

20. Employment Rights. Nothing expressed or implied in this Agreement shall create any right or duty on Executive’s part or on the part of the Company to have Executive remain in the employment of the Company prior to the commencement of the Period of Employment; provided, however, that any termination or purported termination of Executive’s employment or of this Agreement, for any reason other than those set forth in Sections 6(a)(i), 6(a)(iii) or 6(a)(iv), following the commencement of any discussion with a third party, or the announcement by a third party of the commencement of, or the intention to commence a tender offer, or other intention to acquire all or a portion of the equity securities of the Company that ultimately results in a Change in Control shall (unless such termination is conclusively demonstrated to have been wholly

unrelated to any such activity relating to a Change in Control) be deemed to be a termination of Executive’s employment after a Change in Control for purposes of this Agreement and both the Period of Employment and the Payment Period shall be deemed to have begun on the day prior to such termination.

21. Right of Setoff. There shall be no right of setoff or counterclaim against, or delay in, any payment by the Company to Executive or Executive’s designated beneficiary or beneficiaries provided for in this Agreement in respect of any claim against Executive or any debt or obligation owed by Executive, whether arising hereunder or otherwise.

22. Rights to Other Benefits. The existence of the Agreement and Executive’s rights hereunder shall be in addition to, and not in lieu of, Executive’s rights under any other of the Company’s compensation and benefit plans and programs, and under any other contract or agreement between Executive and the Company.

23. Superseded Agreement. Any agreement between Executive and the Company or any affiliate of the Company, including any amendments thereto, relating to the same subject matter as this Agreement, (“Prior CIC Agreement”) is hereby superseded in its entirety by this Agreement, shall be of no further force and effect as of the date of this Agreement and any rights that Executive may have under the Prior CIC Agreement are hereby waived.

24. 409A Compliance. Notwithstanding any other provisions of this Agreement herein to the contrary and to the extent applicable, the Agreement shall be interpreted, construed and administered so as to comply with the provisions of Section 409A of the Code and any related Internal Revenue Service guidance promulgated thereunder. Executive and the Company acknowledge that it may be necessary to amend the Agreement, within the time period permitted by the applicable Treasury Regulations, to make changes so as to cause payments and benefits under this Agreement not to be considered “deferred compensation” for purposes of Section 409A of the Code, to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, or a combination thereof, so as to avoid the imposition of taxes and penalties on Executive pursuant to Section 409A of the Code. Executive hereby agrees that the Company may, without any further consent from Executive, make any and all such changes to the Agreement as may be necessary or appropriate to avoid the imposition of penalties on Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to Executive of the payments and benefits to, or otherwise adversely affecting the rights of, Executive under the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


	Goodrich Corporation
	By:


	Executive

Exhibit 1

A. If as of Executive’s Date of Termination Executive’s actual years of service plus the length of Executive’s Payment Period is at least 5, then

1. If as of Executive’s Date of termination Executive’s age plus the length of Executive’s Payment Period is at least 65, Executive’s retirement benefit under Section 5 will be calculated as a “normal retirement” benefit to which Executive would have been entitled under the terms of the retirement plan in which Executive participate had Executive accumulated continuous service equal to such sum; and

2. If as of Executive’s Date of Termination Executive’s age plus the length of Executive’s Payment Period is at least 55 but less than 65, Executive’s retirement benefit under Section 5 will be calculated as an “early retirement” benefit to which Executive would have been entitled under the terms of the retirement plan in which Executive participates had Executive accumulated continuous service equal to such sum. The early retirement reduction used shall be the reduction factor for early retirement, calculated to Executive’s actual age at Executive’s Date of Termination plus the length of Executive’s Payment Period.

Furthermore, if Executive is entitled to the special Benefit Service provision under the Goodrich Corporation Employees’ Pension Plan by virtue of having been a participant in the Goodrich Predecessor Plan as of December 31, 1989 and if the sum of Executive’s actual years of service plus the length of Executive’s Payment Period is at least 10 but less than 24, then for purposes of Section 5 Executive will also receive an Additional Credit for up to 4 years. The Additional Credit Executive will receive will depend upon the sum of the years of Executive’s actual service plus the length of Executive’s Payment Period and be equal to the lesser of:

(x) 4 years of Additional Credit; or

(y) The amount of Additional Credit needed such that, when added to the sum of Executive’s actual years of service plus the length of Executive’s Payment Period, it will create a total of exactly 24.

No Additional Credit will be applied if the sum of Executive’s actual years of service plus the length of Executive’s Payment Period is 24 or greater. Executive will not receive any Additional Credit if Executive commenced employment with the Company on or after January 1, 1990.

B. If as of Executive’s Date of Termination the sum of Executive’s actual years of service plus the length of Executive’s Payment Period is less than 5, or Executive’s age plus the length of Executive’s Payment Period is less than 55, Executive’s retirement benefit under Section 5 will be calculated as a “deferred vested

pension” to which Executive would have been entitled under the terms of the retirement plan in which Executive participates had Executive accumulated continuous service equal to such sum. The actuarial reduction used shall be the actuarial reduction factor for a deferred vested pension, calculated to Executive’s actual age at Executive’s Date of Termination plus the length of Executive’s Payment Period.

For purposes of Section 5, “actuarial equivalent” shall be determined using the same methods and assumptions as those utilized under the Company’s retirement plans and programs immediately prior to the Change in Control.

EXHIBIT 2

BENEFICIARY DESIGNATION

I hereby designate the following person(s) as a beneficiary for the purposes of Section 6(b) to the extent of the percentage interest listed next to their name:


Name			Percentage Interest











Total (cannot exceed 100%)

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