DEFA14A

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): October 13, 2011

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in 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

Not Applicable

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

Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

On October 13, 2011, Goodrich Corporation (“Goodrich”) and Terrence G. Linnert entered into an amendment to the Management Continuity Agreement between Goodrich and Mr. Linnert to remove certain mandatory retirement provisions.

A copy of the amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01. Other Events.

The information contained in Item 5.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	First Amendment to Management Continuity Agreement between Goodrich Corporation and Terrence G. Linnert

SIGNATURE

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
By:	/s/ Scott E. Kuechle
	Scott E. Kuechle
	Executive Vice President and Chief Financial Officer

Date: October 19, 2011

EXHIBIT INDEX

Exhibit Number	Description
10.1	First Amendment to Management Continuity Agreement between Goodrich Corporation and Terrence G. Linnert

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

MANAGEMENT CONTINUITY AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”), dated as of the 13^th day of October, 2011, is made to the Management Continuity Agreement dated the 21^st day of December, 2007 (the “Agreement”), by and between Terrence G. Linnert (the “Executive”) and Goodrich Corporation, a New York corporation (the “Company”). All capitalized terms not defined in this Amendment shall have the meanings ascribed thereto under the terms of the Agreement, unless otherwise noted.

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

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

I.

Section 2 of the Agreement is hereby deleted and the following inserted in lieu thereof:

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.

II.

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

(c) [Reserved]

III.

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

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:

IV.

Section 6(a)(iv) is hereby amended by deleting “, retirement”.

V.

1. This Amendment shall be governed by and construed under the laws of the State of North Carolina, without giving effect to the principles of conflicts of laws of such State.

2. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

3. Except as amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above, to be effective immediately.

Goodrich Corporation
By:	/s/ Marshall O. Larsen

/s/ Terrence G. Linnert

Terrence G. Linnert

2