10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For The Quarterly Period Ended March 31, 2007

Commission File No. 0-18348

BE AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	06-1209796
(State of Incorporation)	(I.R.S. Employer Identification No.)

1400 Corporate Center Way

Wellington, Florida 33414

(Address of principal executive offices)

(561) 791-5000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES[X]   NO[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer [X]   Accelerated filer [ ]   Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ]   NO [X]

The registrant has one class of common stock, $0.01 par value, of which 92,191,200 shares were outstanding as of May 4, 2007.

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BE AEROSPACE, INC.

Form 10-Q for the Quarter Ended March 31, 2007

Table of Contents

			Page
Part I	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	a)	Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006	3
	b)	Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2007 and March 31, 2006	4
	c)	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and March 31, 2006	5
	d)	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Controls and Procedures		20
Part II	Other Information
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Submission of Matters to a Vote of Security Holders		21
Item 5.	Other Information		21
Item 6.	Exhibits		21
	Signatures		22

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PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BE AEROSPACE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in Millions, Except Share Data)

	March 31,			December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	413.1		$	65.0
Accounts receivable – trade, less allowance for doubtful accounts ($5.5 at March 31, 2007 and $4.7 at
December 31, 2006)		197.7			172.9
Inventories, net		480.1			420.9
Deferred income taxes, net		53.1			53.1
Other current assets		17.3			13.8
Total current assets		1,161.3			725.7
Property and equipment, net		110.3			107.9
Goodwill		458.6			457.2
Identifiable intangible assets, net		158.3			160.6
Deferred income taxes, net		20.8			27.9
Other assets, net		17.3			18.4
	$	1,926.6		$	1,497.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	281.3		$	267.8
Current maturities of long-term debt		2.0			1.9
Total current liabilities		283.3			269.7
Long-term debt, net of current maturities		501.4			502.0
Deferred income taxes, net		10.5			10.0
Other non-current liabilities		17.3			10.0
Commitments, contingencies and off-balance sheet arrangements (Note 6)
Stockholders' equity:
Preferred stock, $0.01 par value; 1.0 million shares authorized; no shares outstanding		--			--
Common stock, $0.01 par value; 200.0 million shares authorized; 92.0 million (March 31, 2007) and
79.5 million (December 31, 2006) shares issued and outstanding		0.9			0.8
Additional paid-in capital		1,302.9			927.2
Accumulated deficit		(205.0	)		(234.8	)
Accumulated other comprehensive income		15.3			12.8
Total stockholders' equity		1,114.1			706.0
	$	1,926.6		$	1,497.7

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

(In Millions, Except Per Share Data)

	THREE MONTHS ENDED
	March 31,			March 31,
	2007			2006
Net sales	$	387.8		$	247.2
Cost of sales		253.5			160.7
Gross profit		134.3			86.5
Gross profit percentage		34.6	%		35.0	%
Operating expenses:
Selling, general and administrative		50.7			37.0
Research, development and engineering		27.2			18.4
Total operating expenses		77.9			55.4
Operating earnings		56.4			31.1
Operating earnings percentage		14.5	%		12.6	%
Interest expense, net		10.6			9.5
Debt prepayment costs		--			1.8
Earnings before income taxes		45.8			19.8
Income tax provision		13.7			6.0
Net earnings	$	32.1		$	13.8
Net earnings per common share:
Basic	$	0.41		$	0.18
Diluted	$	0.40		$	0.18
Weighted average common shares:
Basic		78.9			75.2
Diluted		79.5			76.8

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in Millions)

	THREE MONTHS ENDED
	March 31,			March 31,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	32.1		$	13.8
Adjustments to reconcile net earnings to net cash flows (used in) provided by operating activities:
Depreciation and amortization		8.1			7.0
Provision for doubtful accounts		0.8			0.5
Non-cash compensation		2.4			0.2
Deferred income taxes		9.8			5.0
Debt prepayment costs		--			1.8
Changes in operating assets and liabilities:
Accounts receivable		(24.8	)		(17.9	)
Inventories		(58.6	)		(25.6	)
Other current assets and other assets		(2.4	)		(0.9	)
Payables, accruals and other liabilities		15.9			35.0
Net cash flows (used in) provided by operating activities		(16.7	)		18.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(8.0	)		(4.4	)
Net cash flows used in investing activities		(8.0	)		(4.4	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued		373.4			19.8
Principal payments on long-term debt		(0.7	)		(250.0	)
Borrowings on line of credit		30.0			--
Repayments on line of credit		(30.0	)		--
Net cash flows provided by (used in) financing activities		372.7			(230.2	)
Effect of foreign exchange rate changes on cash and cash equivalents
		0.1			0.2
Net increase (decrease) in cash and cash equivalents		348.1			(215.5	)
Cash and cash equivalents, beginning of period		65.0			356.0
Cash and cash equivalents, end of period	$	413.1		$	140.5
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest, net	$	5.3		$	7.4
Income taxes, net	$	2.3		$	0.5

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Dollars In Millions, Except Share and Per Share Data)

Note 1.         Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and are unaudited pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. The information included in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the BE Aerospace, Inc. (the “Company” or "B/E") Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

Note 2.         Business Combinations

The Company completed two acquisitions during the third quarter of 2006 (the 2006 Acquisitions). The acquisitions were accounted for as purchases under Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The assets purchased and liabilities assumed for these acquisitions have been reflected in the accompanying condensed consolidated balance sheet as of March 31, 2007. Results of operations for the acquisitions are included in the accompanying condensed consolidated statement of earnings for the quarter ended March 31, 2007.

Draeger Aerospace GmbH

In July 2006, the Company acquired Draeger Aerospace GmbH (Draeger) from Cobham PLC of Dorset, England for approximately $79.4 in cash.

Draeger manufactures components and integrated systems to supply chemical and gaseous oxygen systems for both civil and military aircraft. The integration of Draeger with the Company’s existing oxygen systems business has broadened the Company’s oxygen systems product line and expanded its customer base.

The Company has not yet completed an allocation of the purchase price for Draeger. The estimated excess of the purchase price over the fair value of the identifiable net tangible assets acquired approximates $65.3 of which $22.9 has been allocated to intangible assets and $42.4 is included in goodwill.

New York Fasteners Corp.

In September 2006, the Company acquired New York Fasteners Corp. (New York Fasteners), a privately-held company, for approximately $66.9 in cash.

New York Fasteners is a distributor of aerospace fasteners and hardware primarily to the military sector. The integration of New York Fasteners into the Company’s distribution segment is expected to create procurement and operational synergies and significantly expand the Company’s overall penetration into the military sector.

The Company has not yet completed an allocation of the purchase price for New York Fasteners. The estimated excess of the purchase price over the fair value of the identifiable net tangible assets acquired approximates $47.9 of which $5.5 has been allocated to intangible assets and $42.4 is included in goodwill.

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Consolidated proforma revenues, net earnings and net earnings per share giving effect to the 2006 Acquisitions as if they had occurred on January 1, 2006, for the three month period ended March 31, 2006 were approximately $268.4, $13.0 and $0.17, respectively.

Note 3.         Inventories

Inventories are stated at the lower of cost or market. Cost is determined using FIFO or the weighted average cost method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. Inventories consist of the following:

	March 31, 2007		December 31, 2006
Purchased materials and component parts	$	107.8	$	96.8
Work-in-process		25.1		21.7
Finished goods (primarily aftermarket fasteners)		347.2		302.4
	$	480.1	$	420.9

Note 4.         Goodwill and Intangible Assets

In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets”, the Company has completed the fair value analysis for goodwill and other intangible assets as of December 31, 2006, and concluded that no impairment existed. As of March 31, 2007, the Company believed that no indicators of impairment existed. Aggregate amortization expense on identifiable intangible assets was approximately $2.7 and $2.4 for the three months ended March 31, 2007 and 2006, respectively. At March 31, 2007, based on preliminary estimates, approximately $28.4 of the 2006 Acquisitions’ purchase price has been allocated to identifiable intangible assets. Subject to the final allocation of the purchase price for the 2006 Acquisitions, the Company expects to report amortization expense of approximately $11.0 in each of the next five fiscal years.

Note 5.         Long-Term Debt

In July 2006 and, as amended and restated, on August 24, 2006, the Company entered into a new senior secured credit facility (the “Senior Secured Credit Facility”), consisting of a five-year $200.0 revolving credit facility and a six-year $300.0 term loan. The Senior Secured Credit Facility also provides for the ability of the Company to add additional term loan borrowings in the amount of up to $75.0 upon satisfaction of certain customary conditions, including commitments from lenders.

Revolving credit facility borrowings under the Senior Secured Credit Facility would currently bear interest at an annual rate equal to the London interbank offered rate (LIBOR) plus 175 basis points. There were no borrowings outstanding on the revolving credit facility of the Senior Secured Credit Facility at March 31, 2007. Term loan borrowings under the Senior Secured Credit Facility bear interest at an annual rate equal to LIBOR plus 175 basis points (7.12% at March 31, 2007).

The Senior Secured Credit Facility contains an interest coverage ratio (as defined therein) maintenance financial covenant that currently must be maintained at a level greater than 2.25 to 1 through maturity of the term loan. The Senior Secured Credit Facility also contains a total leverage ratio covenant (as defined therein) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined therein) through maturity. The Senior Secured Credit Facility is collateralized by substantially all of the Company’s assets and contains customary affirmative covenants, negative covenants and conditions precedent for borrowings, all of which were met as of March 31, 2007.

At March 31, 2007, long-term debt consisted principally of $250.0 borrowings under the Senior Secured Credit Facility and $250.0 8-7/8% senior subordinated notes due 2011. In April 2007 we prepaid $100.0 of our bank term loan. The $250.0 aggregate principal amount of 8-7/8% senior subordinated notes were redeemed on May 1, 2007 using the proceeds of the Company’s March 2007 common stock offering. As a result of this prepayment and redemption, the Company expects interest expense to decrease by approximately $20.0 during 2007 and to record debt prepayment costs of approximately $11.0 during the second quarter of 2007.

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Note 6.         Commitments, Contingencies and Off-Balance Sheet Arrangements

Lease Commitments — The Company finances its use of certain facilities and equipment under committed lease arrangements provided by various institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on the condensed consolidated balance sheet. At March 31, 2007, future minimum lease payments under these arrangements, the majority of which related to the long-term real estate leases, totaled approximately $112.9.

Indemnities, Commitments and Guarantees — During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to the Company's customers in connection with the delivery, design, manufacture and sale of its products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases is indefinite. The Company believes that substantially all of these indemnities, commitments and guarantees provide for limitations on the maximum potential future payments the Company could be obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events which are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to the accompanying condensed consolidated financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.

Product Warranty Costs- Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various relevant factors, including the Company's stated warranty policies and practices, the historical frequency of claims and the cost to replace or repair its products under warranty. The following table provides a reconciliation of the activity related to the Company's accrued warranty expense:

	THREE MONTHS ENDED
	March 31,			March 31,
	2007			2006
Beginning balance	$	18.4		$	14.3
Accruals for warranties issued during the period		4.9			2.0
Settlements made		(1.1	)		(1.5	)
Other		(0.8	)		--
Ending balance	$	21.4		$	14.8

Note 7.         Accounting for Stock-Based Compensation

Effective January 1, 2006, the Company began accounting for share-based compensation arrangements in accordance with the provisions of Financial Accounting Standards Board (FASB) Statement No. 123(R), “Share-Based Payment” (SFAS 123(R)). Under SFAS 123(R), share-based compensation cost is measured on the date of grant, based on the fair value of the award, and is recognized over the requisite service period.

No compensation cost was recognized during the quarters ended March 31, 2007 and 2006 for stock options as the vesting of all unvested awards was accelerated in December 2005 and no options were granted subsequent to January 1, 2006.

The Company has established a qualified Employee Stock Purchase Plan which allows qualified employees (as defined) to purchase shares of the Company's common stock at a price equal to 85% of the closing price at the end of each semi-annual stock purchase period. Compensation cost of $0.1 was recognized during the fiscal quarters ended March 31, 2007 and 2006 related to this plan.

8

During the quarter ended March 31, 2007 the Company granted 19,796 shares of restricted stock with an average fair market value at the date of grant of $30.56. Compensation cost is being recognized on a straight-line basis over the four-year vesting period of the shares, an expected forfeiture rate of approximately 3.5%. Share-based compensation of $2.4 was recognized during the quarter ended March 31, 2007 related to these share grants and restricted shares granted in prior periods. Unrecognized compensation related to these grants, excluding the impact of any future forfeitures, was $33.4 at March 31, 2007.

Note 8.         Segment Reporting

The Company is organized based on the products and services it offers. Following the acquisitions described in Note 2, the Company expanded its reportable segments from three reporting segments to five reporting segments: Seating, Interior Systems, Distribution, Business Jet and Engineering Services.

The Company evaluates segment performance based on segment operating earnings or loss. Each segment reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operational decision-making group. This group is presently comprised of the Chairman and Chief Executive Officer, the President and Chief Operating Officer, and the Senior Vice President of Administration and Chief Financial Officer. Each operating segment has separate management teams and infrastructures dedicated to providing a full range of products and services to their customers.

The following table presents net sales and operating earnings by business segment:

	THREE MONTHS ENDED
	March 31,		March 31,
	2007		2006
Net sales
Seating	$	144.4	$	81.2
Interior Systems		81.1		56.3
Distribution		96.9		53.7
Business Jet		44.1		39.9
Engineering Services		21.3		16.1
	$	387.8	$	247.2
Operating Earnings(1)
Seating	$	16.9	$	5.8
Interior Systems		14.6		10.5
Distribution		19.7		11.8
Business Jet		4.4		3.8
Engineering Services		0.8		(0.8	)
	$	56.4	$	31.1
Interest Expense		10.6		9.5
Debt Prepayment Costs		--		1.8
Earnings Before Income Taxes	$	45.8	$	19.8

(1) Operating earnings includes an allocation of corporate IT costs, employee benefits and general and administrative costs based on the proportion of each segments system users, headcount and sales, respectively.

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The following table presents capital expenditures by business segment:

	THREE MONTHS ENDED
	March 31,		March 31,
	2007		2006
Capital Expenditures
Seating	$	2.1	$	1.8
Interior Systems		2.4		1.0
Distribution		1.6		0.6
Business Jet		1.3		0.8
Engineering Services		0.6		0.2
	$	8.0	$	4.4

The following tables present total assets by business segment:

	March 31,		December 31,
	2007		2006
Total Assets (1)
Seating	$	370.7	$	266.1
Interior Systems		452.1		374.7
Distribution		637.0		492.9
Business Jet		316.2		251.6
Engineering Services		150.6		112.4
	$	1,926.6	$	1,497.7

(1) Corporate assets (including cash and cash equivalents) of $476.9 and $117.7 at March 31, 2007 and December 31, 2006, respectively, have been allocated to the above segments based on each segment’s respective percentage of total assets.

Note 9.         Net Earnings Per Common Share

Basic net earnings per common share is computed using the weighted average common shares outstanding during the period. Diluted net earnings per common share is computed by using the average share price during the period when calculating the dilutive effect of stock options, employee stock purchase plan shares, and restricted shares. Shares outstanding for the periods presented were as follows:

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	THREE MONTHS ENDED
	March 31,		March 31,
	2007		2006
Net earnings	$	32.1	$	13.8
Basic weighted average common shares (in millions)		78.9		75.2
Effect of dilutive stock options and employee stock puchase plan shares (in millions)		0.4		1.6
Effect of restricted shares issued (in millions)		0.2		--
Diluted weighted average common shares (in millions)		79.5		76.8
Basic net earnings per share	$	0.41	$	0.18
Diluted net earnings per share	$	0.40	$	0.18

Note 10.         Comprehensive Earnings

Comprehensive earnings is defined as all changes in a company's net assets except changes resulting from transactions with shareholders. It differs from net earnings in that certain items currently recorded to equity would be a part of comprehensive earnings.

The following table sets forth the computation of comprehensive earnings for the periods presented:

	THREE MONTHS ENDED
	March 31,		March 31,
	2007		2006
Net earnings	$	32.1	$	13.8
Other comprehensive earnings:
Foreign exchange translation adjustment and other		2.5		1.4
Comprehensive earnings	$	34.6	$	15.2

Note 11.         Accounting for Uncertainty in Income Taxes

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. Upon the adoption, the liability for unrecognized tax benefits at January 1, 2007 was $4.9 which was accounted for as a $2.3 increase to accumulated deficit, a $2.3 increase in long term deferred tax assets, and a $0.3 reduction in income taxes payable. The net amount of the unrecognized tax benefits, if recognized, would affect the Company’s effective tax rate.

During the quarter ended March 31, 2007, and as a result of the finalization of a tax credit study related to prior periods, the Company’s liability for unrecognized tax benefits increased by $2.5 to $7.4. It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however the Company does not expect the change to have a significant impact on the statement of earnings or the balance sheet of the Company.

The Company is currently not subject to U.S. federal, state or non-U.S. income tax examinations in any material jurisdictions in which the Company operates. With minor exceptions, the Company is currently open to audit by the tax authorities for the tax years ending December 31, 2003 through 2006.

The Company classifies interest and penalties related to income taxes as income tax expense. The amount included in the Company’s liability for unrecognized tax benefits for interest and penalties as of the date of adoption was under $1.0 and this amount did not materially change as of March 31, 2007.

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Note 12.         Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (SFAS 157). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 is not expected to have a material impact on the Company’s consolidated financial statements.

[Remainder of page intentionally left blank]

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BE AEROSPACE, INC.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 (Dollars In Millions, Except As Noted And Per Share Data)

OVERVIEW

The following discussion and analysis addresses the results of our operations for the three months ended March 31, 2007, as compared to our results of operations for the three months ended March 31, 2006. In addition, the discussion and analysis addresses our liquidity, financial condition and other matters for these periods.

Based on our experience in the industry, we believe that we are the world’s largest manufacturer of cabin interior products for commercial aircraft and for business jets and a leading aftermarket distributor of aerospace fasteners. We sell our manufactured products directly to virtually all of the world’s major airlines and airframe manufacturers and a wide variety of business jet customers. In addition, based on our experience, we believe that we have achieved leading global market positions in each of our major product categories, which include:

• commercial aircraft seats, including an extensive line of first class, business class, tourist class and regional aircraft seats;

• a full line of aircraft food and beverage preparation and storage equipment, including coffeemakers, water boilers, beverage containers, refrigerators, freezers, chillers and microwaves, high heat convection and steam ovens;

• both chemical and gaseous aircraft oxygen delivery, distribution and storage systems and protective breathing equipment;

• business jet and general aviation interior products, including an extensive line of executive aircraft seats, direct and indirect overhead lighting systems, oxygen delivery systems, air valve systems, high-end furniture and cabinetry; and

• a broad line of aerospace fasteners, covering over 175,000 stock keeping units (SKUs).

We also design, develop and manufacture a broad range of cabin interior structures and provide comprehensive aircraft cabin interior reconfiguration and passenger-to-freighter conversion engineering services and component kits.

We conduct our operations through strategic business units that have been aggregated under five reportable segments: Seating, Interior Systems, Distribution, Business Jet and Engineering Services.

Net sales by reportable segment for the three month periods ended March 31, 2007 and March 31, 2006 were as follows:

	THREE MONTHS ENDED
	March 31, 2007					March 31, 2006
	Net Sales		% of Net Sales			Net Sales		% of Net Sales
Seating	$	144.4		37.2	%	$	81.2		32.9	%
Interior Systems		81.1		20.9	%		56.3		22.8	%
Distribution		96.9		25.0	%		53.7		21.7	%
Business Jet		44.1		11.4	%		39.9		16.1	%
Engineering Services		21.3		5.5	%		16.1		6.5	%
	$	387.8		100.0	%	$	247.2		100.0	%

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Net sales by domestic and foreign operations for the three month periods ended March 31, 2007 and March 31, 2006 were as follows:

	THREE MONTHS ENDED
	March 31, 2007		March 31, 2006
Domestic	$	245.9	$	170.2
Foreign		141.9		77.0
Total	$	387.8	$	247.2

Net sales by geographic area (based on destination) for the three month periods ended March 31, 2007 and March 31, 2006 were as follows:

	THREE MONTHS ENDED
	March 31, 2007					March 31, 2006
	Net		% of			Net		% of
	Sales		Net Sales			Sales		Net Sales
United States	$	170.4		43.9	%	$	103.2		41.7	%
Europe		128.0		33.0	%		72.1		29.2	%
Asia		66.6		17.2	%		58.7		23.7	%
Rest of World		22.8		5.9	%		13.2		5.4	%
	$	387.8		100.0	%	$	247.2		100.0	%

New product development is a strategic initiative for us. Our customers regularly request that we engage in new product development and enhancement activities. We believe that these activities will protect and enhance our leadership position. We believe our investments in research and development over the past several years have been the driving force behind our ongoing market share gains. Research, development and engineering spending have been approximately 7% - 8% of sales for the past several years and are expected to remain at approximately that level for the next year.

We also believe in providing our businesses with the tools required to remain competitive. In that regard, we have invested, and will continue to invest, in property and equipment that enhances our productivity. Over the past three years, annual capital expenditures ranged from $14 - $24. Taking into consideration our record backlog, targeted capacity utilization levels, recent capital expenditure investments and current industry conditions, we anticipate increased capital expenditures of approximately $30 over the next twelve months.

International airline competition for higher margin international travelers and improving worldwide industry conditions have resulted in strong demand for our products and services, as demonstrated by bookings of approximately $450 during the first quarter of fiscal 2007. At March 31, 2007, backlog was approximately $1.85 billion, which represents an increase of 34%, compared to our backlog at March 31, 2006. We expect continuing strong demand for the next several years as industry conditions continue to improve. As worldwide air traffic grows and airlines add capacity and upgrade the cabin interiors of existing active aircraft, we expect our aftermarket activities to continue to grow. According to IATA, during the year ended December 31, 2006, the global airline industry expanded airline capacity by approximately 4.6% in response to an approximately 5.9% increase in global air traffic. In addition, as a result of the severity of the post-September 11, 2001 downturn, many carriers, particularly in the United States, have deferred interior maintenance and upgrades. The U.S. carriers have just begun the process of upgrading their international fleets and we believe there are substantial additional growth opportunities with domestic airlines for retrofit programs, particularly for the twin-aisle aircraft that service international routes.

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007, AS COMPARED TO THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006

(Dollars In Millions, Except Per Share Data)

Sales for each of our segments are set forth in the following table:

	NET SALES
	Three Months Ended March 31,
	($ in millions)
	2007		2006		Change		Percent Change
Seating	$	144.4	$	81.2	$	63.2		77.8	%
Interior Systems		81.1		56.3		24.8		44.0	%
Distribution		96.9		53.7		43.2		80.4	%
Business Jet		44.1		39.9		4.2		10.5	%
Engineering Services		21.3		16.1		5.2		32.3	%
Total	$	387.8	$	247.2	$	140.6		56.9	%

Net sales for the three months ended March 31, 2007 were $387.8, an increase of $140.6 or 56.9%, as compared to the same period in the prior year.

The 77.8% increase in sales volume for the seating segment was driven by a substantially higher level of aftermarket, retrofit and refurbishment activity, as well as demand created by new aircraft deliveries, and reflects additional market share gains. The interior systems segment revenue growth of 44.0% reflected the higher level of new aircraft deliveries. The interior systems segment organic revenue growth rate, presented as if the Draeger acquisition had occurred on January 1, 2006, was 27.9%.

The distribution segment delivered revenue growth of 80.4%, reflecting a significant expansion in products offered, a broad-based increase in aftermarket demand for aerospace fasteners, a channel shift from OEM’s to subcontractors which tend to acquire fasteners from distributors and continued market share gains. The organic revenue growth rate for the distribution segment, presented as if the New York Fasteners acquisition had occurred on January 1, 2006, was 42.9%. Business jet segment revenues increased by 10.5%, reflecting A380 pushouts which negatively impacted shipments of super first class products. Revenue growth at the engineering services segment reflect the higher level of engineering design, program management and certification activities.

Gross profit for the first quarter of 2007 was $134.3, or 34.6% of sales, and represented an increase of $47.8 or 55.3%, as compared to the same period last year. First quarter 2007 gross margin was somewhat lower than the same period of the prior year primarily due to very strong revenue growth at our distribution and engineering services segments, which due to the nature of their operations (services and distribution), have gross margins which are somewhat lower than our consolidated gross margin.

Engineering, research and development expenses for the current quarter were $27.2, or 7.0% of sales, versus $18.4 or 7.4% of sales in the same period in the prior year and reflect the higher level of spending associated with customer specific engineering, the Draeger acquisition, as well as new product development activities (primarily at the seating and interior systems segments).

Selling, general and administrative expenses in the first quarter of 2007 were $50.7, or 13.1% of sales, versus $37.0 or 15.0% of sales in the same period in the prior year. This reflects a higher level of selling, marketing and product support costs ($4.3), the 2006 acquisitions of Draeger and New York Fasteners ($3.0) and increased compensation and benefits ($5.2) required to support the 56.9% increase in revenues and the 34% increase in backlog. The 190 basis point decline in the selling, general and administrative expenses as a percentage of sales reflects the operating leverage of our business.

Operating earnings for the first quarter of 2007 of $56.4 increased by $25.3 or 81.4% as compared to the same period in the prior year. The 81.4% growth in operating earnings as compared to the first quarter of last year was driven by the 56.9% increase in revenues and a 190 basis point expansion in operating margin. The 190 basis point expansion in first quarter operating margin to 14.5% was driven primarily by a significant increase in the seating segment’s operating margin as a result of the high quality of our record backlog and our operating leverage at the higher sales volume. Organic sales and operating earnings growth for the first quarter, presented as if the 2006 Acquisitions had occurred on January 1, 2006, were 44.5% and 87.4%, respectively.

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The following is a summary of operating earnings performance by segment:

	OPERATING EARNINGS
	Three Months Ended March 31,
	($ in millions)
	2007		2006			Change		Percent Change
Seating	$	16.9	$	5.8		$	11.1		191.4	%
Interior Systems		14.6		10.5			4.1		39.0	%
Distribution		19.7		11.8			7.9		66.9	%
Business Jet		4.4		3.8			0.6		15.8	%
Engineering Services		0.8		(0.8	)		1.6		NM
Total	$	56.4	$	31.1		$	25.3		81.4	%

Operating earnings at the seating segment of $16.9 in the first quarter of 2007 increased by $11.1 or 191.4% versus the same period in the prior year. The seating segment’s operating margin of 11.7% expanded by 460 basis points versus the same period in the prior year due to the $63.2 or 77.8% increase in revenues, an improved product mix, operating leverage at the higher sales volume and continuous improvement initiatives. Operating earnings at the interior systems segment of $14.6 increased $4.1, or 39.0%, versus the same period in the prior year. As expected, the operating margin at the interior systems segment of 18.0% although strong, was negatively impacted by the temporarily lower Draeger margin and integration costs and expenses related to the 2006 Draeger acquisition. The interior systems segment operating margin is expected to improve in 2008 and beyond when the Draeger acquisition integration activities are completed.

Distribution segment operating earnings in the first quarter of 2007 were $19.7, which was 66.9% greater than the same period last year and represented a 20.3% operating margin. The distribution segment operating margin was negatively impacted by New York Fastener’s temporarily lower margin, and integration costs and expenses of the 2006 acquisition of New York Fasteners. The distribution segment operating margin is expected to improve in 2008 and beyond as these acquisition integration activities are completed.

Operating earnings at the business jet segment increased 15.8% during the first quarter reflecting an improvement in both manufacturing efficiency and operating leverage. Operating earnings at the engineering services segment improved by $1.6, reflecting the 32.3% increase in revenues and an improved mix of program revenues.

Interest expense for the first quarter of 2007 was $10.6 and was slightly higher than the interest expense recorded in the same period in the prior year reflecting the 2006 acquisitions and further working capital investments, particularly in our distribution segment. As a result of this prepayment and redemption, we expect interest expense to decrease by approximately $20.0 during 2007 and to record debt prepayment costs of approximately $11.0 during the second quarter of 2007.

Income taxes were $13.7 or 30% of earnings before taxes. The tax rate in the first quarter was 30%, which was equal to the same rate applied in the prior year and reflects approximately $3.4 of one-time catch-up research and development tax credits. We expect our consolidated effective tax rate for 2007 to be approximately 35% of earnings before income taxes.

Net earnings for the first quarter of 2007 were $32.1, or $0.40 per diluted share versus net earnings of $13.8, or $0.18 per diluted share in the first quarter of 2006, representing increases in net earnings and diluted earnings per share of 133% and 122%, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

Our liquidity requirements consist of working capital needs, ongoing capital expenditures and payments of interest and principal on our indebtedness. Our primary requirements for working capital are directly related to the level of our operations. Working capital consists primarily of accounts receivable and inventories, which fluctuate with the sales of our products. Our working capital was $878.0 as of March 31, 2007, as compared to $456.0 as of December 31, 2006. Exclusive of the proceeds from the recent common stock offering, at March 31, 2007 working capital was approximately $509 million. The increase in working capital from December 31, 2006 to March 31, 2007 was primarily due to our common stock offering ($369.0) in March 2007 and higher levels of accounts receivable ($24.8) and inventories ($58.6) offset by a $15.9 increase in accounts payable and current and non-current liabilities. The increase in accounts receivable, inventories and accounts payable are required to support the higher revenue levels, particularly at our seating and distribution segments, which experienced year-over-year increases of 77.8% and 80.4%, respectively. At March 31, 2007, there was $250.0 in term debt outstanding under the senior secured credit facility of which $100.0 was prepaid in April, 2007. Our 8-7/8% senior subordinated notes were redeemed in full on May 1, 2007.

Cash Flows

At March 31, 2007, our cash and revolving credit facility available under our Senior Secured Credit Facility was $196.0 compared to $195.5 at December 31, 2006. Cash used in operating activities was $16.7 for the three months ended March 31, 2007, as compared to $18.9 of cash generated from operations in the same period in the prior year. The primary sources of cash from operations during the three months ended March 31, 2007 were net earnings of $32.1 and a higher level of accounts payable and accrued liabilities arising from the higher revenue volume. The primary source of cash from financing activities during the three months ended March 31, 2007 was the common stock offering of $369.0. These sources of cash were offset by the higher level of accounts receivable ($24.8) and inventories ($58.6) discussed above.

Capital Spending

Our capital expenditures were $8.0 and $4.4 during the three months ended March 31, 2007 and 2006, respectively. We anticipate capital expenditures of approximately $30 for the next twelve months. We have no material commitments for capital expenditures. We have, in the past, generally funded our capital expenditures from cash from operations and funds available to us under bank credit facilities. We expect to fund future capital expenditures from cash on hand, from operations and from funds available to us under our senior secured credit facility. Between 1989 and 2006, we completed 26 acquisitions for an aggregate purchase price of approximately $1.1 billion. Following these acquisitions, we rationalized the businesses, reduced headcount by approximately 4,500 employees and eliminated 22 facilities. We have financed these acquisitions primarily through issuances of debt and equity securities.

Outstanding Debt and Other Financing Arrangements

Long-term debt at March 31, 2007 consisted principally of our 8-7/8% senior subordinated notes due 2011 and $250.0 of bank term debt.

We redeemed the $250 of 8-7/8% senior subordinated notes in full on May 1, 2007. In addition, in April 2007, we prepaid $100 million of our bank term debt.

Term loan borrowings under the new senior secured credit facility bear interest at an annual rate equal to LIBOR plus 175 basis points (7.12% at March 31, 2007). Revolving credit borrowings under the senior secured credit facility will initially bear interest at an annual rate equal to LIBOR plus 175 basis points (7.12% at March 31, 2007).

Contractual Obligations

During the three-month period ended March 31, 2007 there were no material changes in the contractual obligations specified in our Annual Report on Form 10K for the fiscal year ended December 31, 2006.

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We believe that our cash flows, together with cash on hand, provide us with the ability to fund our operations, make planned capital expenditures and make scheduled debt service payments for at least the next twelve months. However, such cash flows are dependent upon our future operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors, including the conditions of our markets, some of which are beyond our control. If, in the future, we cannot generate sufficient cash from operations to meet our debt service obligations, we will need to refinance such debt obligations, obtain additional financing or sell assets. We cannot assure you that our business will generate cash from operations or that we will be able to obtain financing from other sources sufficient to satisfy our debt service or other requirements.

Off-Balance Sheet Arrangements

Lease Arrangements

We finance our use of certain equipment under committed lease arrangements provided by various financial institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on our consolidated balance sheet. Future minimum lease payments under these arrangements aggregated approximately $112.9 at March 31, 2007.

Indemnities, Commitments and Guarantees

During the normal course of business, we made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to our customers in connection with the delivery, design, manufacture and sale of our products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. We believe that substantially all of our indemnities, commitments and guarantees provide for limitations on the maximum potential future payments we could be obligated to make. However, we are unable to estimate the maximum amount of liability related to our indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events which are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to our accompanying condensed consolidated financial statements.

Deferred Tax Assets

We maintained a valuation allowance of approximately $15.5 as of March 31, 2007 primarily related to our domestic capital loss carryforwards because of uncertainties that preclude us from determining that it is more likely than not that we will be able to generate sufficient capital gain income and realize the tax benefit during the applicable carryforward period.

RECENT ACCOUNTING PRONOUNCEMENTS

For a discussion of Recent Account Pronouncements, refer to Note 12 of our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

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Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described in Note 1 to Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. There have been no changes to our critical accounting policies since December 31, 2006.

DEPENDENCE UPON CONDITIONS IN THE AIRLINE INDUSTRY

The September 11, 2001 terrorist attacks, SARS and the onset of the Iraq war severely impacted conditions in the airline industry. According to industry sources, in the aftermath of the attacks most major U.S. and a number of international carriers substantially reduced their flight schedules, parked or retired portions of their fleets, reduced their workforces and implemented other cost reduction initiatives. U.S. airlines further responded by decreasing domestic airfares. As a result of the decline in both traffic and airfares following the September 11, 2001 terrorist attacks and their aftermath, as well as other factors, such as increases in fuel costs and heightened competition from low-cost carriers, the world airline industry lost a total of approximately $41 billion in calendar years 2001 through 2006. The airline industry crisis also caused 22 airlines worldwide to declare bankruptcy or cease operations in the last five years.

As a result of the foregoing through 2006, the domestic U.S. airlines, in large part, have been seeking to conserve cash in part by deferring or eliminating cabin interior refurbishment programs and deferring or canceling aircraft purchases. This, together with the reduction of new business jet production, caused a substantial contraction in our business during the 2001 through 2003 period. Although the global airline industry began to recover in late 2003 and conditions continue to improve, and the business jet industry is improving as well, additional events similar to those described above or other events could cause a deterioration of conditions in our industry or end the current business cycle. The rate at which the business jet industry recovers is dependent on corporate profits, the number of used jets on the market and other factors, which could slow the rate of recovery.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 31E of the Securities Exchange Act of 1934. Forward-looking statements include all statements that do not relate solely to historical or current facts, including statements regarding implementation and expected benefits of lean manufacturing and continuous improvement plans, our dealings with customers and partners, the consolidation of facilities, reduction of our workforce, integration of acquired businesses, ongoing capital expenditures, the impact of the large number of grounded aircraft on demand for our products and our underlying assets, the adequacy of funds to meet our capital requirements, the ability to refinance our indebtedness, if necessary, the reduction of debt, the potential impact of new accounting pronouncements, the impact on our business from the September 11, 2001 terrorist attacks, SARS outbreak and war in Iraq and the impact on our business of the recent increases in passenger traffic and projected increases in passenger traffic and the size of the airline fleet. These forward-looking statements include risks and uncertainties, and our actual experience may differ materially from that anticipated in such statements. Factors that might cause such a difference include those discussed in our filings with the Securities and Exchange Commission, under the heading "Risk Factors" in our Annual Report on Form 10-K, as well as future events that may have the effect of reducing our available operating income and cash balances, such as unexpected operating losses, the impact of rising fuel prices on our airline customers, outbreaks in national or international hostilities, terrorist attacks, prolonged health issues which reduce air travel demand (e.g., SARS), delays in, or unexpected costs associated with, the integration of our acquired or recently consolidated businesses, conditions in the airline industry, conditions in the business jet industry, problems meeting customer delivery requirements, our success in winning new or expected refurbishment contracts from customers, capital expenditures, cash expenditures related to possible future acquisitions, facility closures, product transition costs, labor disputes involving us, our significant customers or airframe manufacturers, the possibility of a write-down of intangible assets, delays or inefficiencies in the introduction of new products or fluctuations in currency exchange rates.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein. These statements should be considered only after carefully reading the risk factors in our Annual Report on Form 10-K and this entire Form 10-Q.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of risks, including foreign currency fluctuations and changes in interest rates affecting the cost of our variable-rate debt.

Foreign currency - We have direct operations in Europe that receive revenues from customers primarily in U.S. dollars, and we purchase raw materials and component parts from foreign vendors primarily in British pounds or euros. Accordingly, we are exposed to transaction gains and losses that could result from changes in foreign currency exchange rates relative to the U.S. dollar. The largest foreign currency exposure results from activity in British pounds and euros.

From time to time, we and our foreign subsidiaries may enter into foreign currency exchange contracts to manage risk on transactions conducted in foreign currencies. At March 31, 2007, we had no outstanding forward currency exchange contracts. In addition, we have not entered into any other derivative financial instruments.

Interest Rates - At March 31, 2007, we had adjustable rate debt totaling $250.0 and fixed rate debt of $250.1. We have redeemed $250.0 of the fixed rate debt on May 1, 2007 and prepaid $100.0 of the adjustable rate debt in April, 2007. The weighted average interest rates for the adjustable and fixed rate debt were approximately 7.12% and 8.88%, respectively, at March 31, 2007. If interest rates on variable rate debt were to increase by 10% above current rates, our pretax income would decline by approximately $1.8. We do not engage in transactions intended to hedge our exposure to changes in interest rates.

As of March 31, 2007, we maintained a portfolio of securities consisting mainly of taxable, interest-bearing deposits with weighted average maturities of less than three months. If short-term interest rates were to increase or decrease by 10%, we estimate interest income would increase or decrease by approximately $2.1.

ITEM 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of March 31, 2007, of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic filings with the Securities and Exchange Commission.

Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the first quarter of 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.	Legal Proceedings			Not applicable.
Item 1A.	Risk Factors
There have been no material changes in our risk factors from those discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			Not applicable.
Item 3.	Defaults Upon Senior Securities			Not applicable.
Item 4.	Submission of Matters to a Vote of Security Holders			Not applicable.
Item 5.	Other Information
Item 6.	Exhibits
	Exhibit 10		Material Contracts
	10.1	Amendment to Employment Agreement for Michael B. Baughan
	10.2	Amendment to Employment Agreement for Amin J. Khoury
	10.3	Amendment to Employment Agreement for Thomas P. McCaffrey
	10.4	Standard Form of Restricted Stock Award Agreement
	10.5	Form of Restricted Stock Award Agreement for Amin J. Khoury
	10.6	Form of Restricted Stock Award Agreement for Thomas P. McCaffrey
	10.7	Form of Restricted Stock Award Agreement for Michael B. Baughan
	10.8	Form of Restricted Stock Award Agreement for Robert A. Marchetti
	Exhibit 31		Rule 13a-14(a)/15d-14(a) Certifications
	31.1	Certification of Chief Executive Officer
	31.2	Certification of Chief Financial Officer
	Exhibit 32		Section 1350 Certifications
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

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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 thereunto duly authorized.

		BE AEROSPACE, INC.
Date: May 9, 2007	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and
		Chief Executive Officer
Date: May 9, 2007	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President of
		Administration and Chief Financial Officer

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of this 27^th day of April, 2007, by and between BE Aerospace, Inc., a Delaware corporation (the “Company”) and Michael B. Baughan (the “Executive”).

RECITALS

WHEREAS, the Executive and the Company entered into an Amended and Restated Employment Agreement dated as of December 31, 2005 (the “Employment Agreement”) pursuant to which the Executive serves as the Company’s President and Chief Operating Officer;

WHEREAS, the Executive, having provided services to the Company since May 28, 1999, agrees to provide services for an additional period as provided herein and the Company wishes to procure such services; and

WHEREAS, the Executive and the Company wish to amend and restate the Employment Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:

1. Reference to Employment Agreement. The Employment Agreement is hereby restated, superseded and replaced in its entirety by this Agreement.

2. Employment. Unless otherwise terminated pursuant to the provisions of Section 5 hereof, the Executive shall provide to the Company services hereunder during the term of his employment under this Agreement, which shall be the period ending three (3) years from any date as of which the term is being determined (the “Employment Term”). The date on which the Employment Term ends, including any extensions thereof, is sometimes hereinafter referred to as the “Expiration Date.”

3. Position and Duties. The Executive shall serve the Company in the capacity of President and Chief Operating Officer, or in such other positions as the Chief Executive Officer of the Company, his designee or the Board of Directors of the Company (the “Board”) may designate from time to time, and shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with this capacity, as the Chief Executive Officer of the Company, his designee or the Board shall determine in its sole discretion. The Executive shall report directly to the Chief Executive Officer of the Company. The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such duties and responsibilities. The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company. Consistent with the Company’s practices, the Executive’s performance will be reviewed by the Chief Executive Officer on at least an annual basis.

4. Compensation.

(a)  Salary. During the Employment Term, the Executive shall receive a salary (the “Salary”) payable at the rate of four hundred eighty five thousand dollars ($485,000) per annum. Such rate shall be subject to adjustment from time to time by the Board; provided, however, that it shall at no time be adjusted below the Salary for the preceding year. On January 1^st of each year during the Employment Term, the Salary shall be increased by an amount not less than the amount determined by applying to the Salary then in effect the percentage increase in the U.S. Bureau of Labor Statistics Consumer Price Index Revised - Urban Wage Earners and Clerical Workers - National - All Items (1982-84=100) (the “Index”) for the twelve (12) month period (January through December) immediately preceding such January 1st. If the Index is no longer issued, the Board and the Executive shall agree upon a substitute adjustment index issued by such agency that most reasonably reflects the criteria utilized in the most recent issue of the Index. Except as otherwise provided in this Agreement, the Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions.

(b) Incentive Bonus. During the Employment Term, the Executive may receive an incentive bonus (the “Bonus”) of up to 120% of the Salary for each fiscal year or portion thereof during which the Executive has been employed hereunder as determined by the Board at the end of the applicable fiscal year in its sole discretion.

(c) Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Company in accordance with the Company’s policies in effect from time to time.

(d) Benefits. During the Employment Term, the Executive shall be entitled to participate in or receive benefits under any life or disability insurance, health, pension, retirement, accident, and other employee benefit plans, programs and arrangements made generally available by the Company to its executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. In accordance with the Company policies as in effect from time to time, the Executive shall also be entitled to paid vacation in any fiscal year during the Employment Term as well as all paid holidays given by the Company to its employees. In addition, upon termination of Executive’s employment with the Company due to his death or Incapacity or contemporaneously with a Change of Control, the Executive and his spouse and eligible dependents shall be entitled on similar terms and conditions as active executives, for a period of two (2) years, to participate in all medical, dental and health benefit plans available to the Company’s executive officers from time to time to the extent the Company plans constitute welfare plans for purposes ofSection 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

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(e) Automobile. During the Employment Term, the Executive shall be furnished with an automobile allowance of one thousand one hundred dollars ($1,100) per month.

(f) Equity Awards. During the employment term, the Executive shall be eligible to participate in the Company's equity award program with the timing and amount of equity awards determined by the Board in its sole discretion. Notwithstanding any provision in the applicable award documents, the Executive's equity awards will immediately become fully vested and unrestricted (i) upon the termination of the Executive's employment by the Company without Cause or due to the Executive's death or Incapacity (as defined below) and (ii) upon a Change of Control.

5. Termination and Compensation Thereon.

(a) Termination. Subject to the terms and conditions of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated either by the Executive or the Company at any time and for any reason. The term “Termination Date” shall mean the date on which a termination is to be effective pursuant to the notice of termination given by the party terminating the employment relationship.

(b) Death.

(i)  Executive’s employment hereunder shall terminate upon his death. In such event, the Company shall, within thirty (30) days following the date of death, pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump sum amount equal to (i) the Salary (at the rate in effect as of the Termination Date) that would have been due to the Executive had this Agreement been in effect and he remained employed from the date of his death until the Expiration Date, (ii) any accrued and unpaid Salary through the date of death, and (iii) any bonuses declared to be payable to Executive for any fiscal periods of the Company ending prior to his date of death.

(ii) Upon Executive’s death during or after the Employment Term, the Company shall, within thirty (30) days following the date of death, also pay to such person as Executive shall have designated in a notice filed with the Company, or if no such person shall have been designated, to his estate, a lump-sum death benefit in the amount of $1.5 million in accordance with the Death Benefit Agreement attached as Exhibit A hereto.

(iii)Following the Executive’s death, his spouse and eligible dependents shall be entitled to continuation of medical, dental and health benefits for two (2) years pursuant to Section 4(d) hereof.

(iv)Upon Executive’s death, the Retirement Compensation provided in Section 5(h) shall vest in full and the Company shall pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump-sum amount equal to the entire remaining unpaid balance of the Retirement Compensation accrued through his date of death.

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(c) Incapacity. If, in the reasonable judgment of the Board, as a result of the Executive's incapacity due to physical or mental illness or otherwise, the Executive shall for at least six (6) consecutive months during the Employment Term have been unable to perform his duties under this Agreement on a full-time basis, the Company may terminate the Executive's employment hereunder by notice to the Executive. In such event, the Company shall (i) through the Expiration Date, continue to pay the Executive his Salary and automobile allowance in accordance with the Company’s payroll practices (at the rate in effect as of the Termination Date), (ii) provide the Executive and his spouse and eligible dependents with continuation of medical, dental and health benefits for two (2) years pursuant to Section 4(d) hereof and (iii) pay to the Executive (A) any accrued and unpaid Salary through the Termination Date and (B) any bonuses declared to be payable to Executive for any fiscal periods ending prior to the Termination Date. In addition, upon a termination due to incapacity, the Retirement Compensation provided in Section 5(h) shall vest in full and the Company shall pay to the Executive a lump-sum amount equal to the entire remaining unpaid balance of the Retirement Compensation accrued through the Termination Date. Any dispute between the Board and the Executive with respect to the Executive's incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Board and the Executive, whose decision shall be binding on all parties.

(d) Termination by the Company for Cause; Resignation by the Executive. If the Executive's employment is terminated by the Company for Cause or the Executive resigns his employment for any reason, the Company shall have no further obligations to the Executive hereunder after the Termination Date, except for payment of any accrued and unpaid Salary through the Termination Date. If the Executive’s employment is (i) terminated for Cause at any time or (ii) the Executive resigns his employment for any reason prior to the Vesting Date (as defined in Section 5(h)(ii), the Executive shall immediately forfeit all rights to the Retirement Compensation provide for in Section 5(h). For purposes of this Agreement, "Cause" shall mean (i) the Executive's material failure, refusal or neglect to perform and discharge his duties and responsibilities hereunder (including duties prescribed by the Board pursuant to Section 3), other material breach of the terms hereof, or breach of any fiduciary duties he may have because of any position he holds with the Company or any subsidiary or affiliate thereof or (ii) a felony conviction or a conviction for any crime involving the Executive's personal dishonesty or moral turpitude.

(e) Termination Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. In such event, the Company shall pay to the Executive (i) any accrued and unpaid Salary through the Termination Date, (ii) any bonuses declared to be payable to Executive for any fiscal periods of the Company ending prior to the Termination Date and (iii) a lump sum equal to his Salary from the Termination Date through the Expiration Date. In addition, upon the termination of the Executive’s employment without Cause, the Retirement Compensation provided in Section 5(h) shall vest in full and the Company shall pay to the Executive a lump-sum amount equal to the entire remaining unpaid balance of the Retirement Compensation accrued through the Termination Date.

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(f) Change of Control.

(i)  Upon a “Change of Control”, the Retirement Compensation provided in Section 5(h) shall vest in full. In addition, if contemporaneously with a Change of Control, the Executive’s employment is terminated without Cause, within thirty (30) days after the Termination Date, the Company or its successor in interest shall (i) pay to the Executive a lump-sum amount equal to three (3) times the Executive’s Salary (at the rate in effect as of the Termination Date), which lump sum amount shall not be pro-rated, (ii) provide the Executive and his spouse and eligible dependents with continuation of medical, dental and health benefits for two (2) years pursuant to Section 4(d) hereof and (iii) pay to the Executive a lump-sum amount equal to the entire remaining unpaid balance of the Retirement Compensation accrued through the Termination Date. For purposes of this Agreement, a “Change of Control” shall have the meaning ascribed thereto under Section 409A the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder. The obligations of the Company pursuant to this Section 5(f) shall survive any termination of this Agreement or the Executive’s employment or any resignation of such employment by the Executive pursuant to this Section 5(f).

(ii) Grantor Trust. If, at any time during the Employment Term the Board determines that a Change of Control is likely to occur, the Company hereby agrees to establish a grantor trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A of the Code. The grantor trust shall serve as a vehicle for accumulating assets to secure its potential obligations to the Executive in the event of a Change of Control. Notwithstanding the establishment of a trust, the Company’s obligation upon a Change of Control may be paid from the general assets of the Company or from assets of the trust. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditors.

(g) Certain Additional Payments by the Company.

(i)  Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution or other action by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) including, without limitation any additional payments required under this Section 5(g) (a "Payment") would be subject to an excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Company shall make a payment to the Executive (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, the Executive retains (or has had paid to the Internal Revenue Service on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to (i) pay federal income taxes at the at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rates of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local income taxes.

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(ii) Subject to the provisions of paragraph (iii) of this Section 5(g) all determinations required to be made under this Section 5(g), including whether and when 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 Deloitte & Touche LLP (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) days of the receipt of notice from the 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 of Control, the Executive shall appoint another nationally recognized 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 5(g), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the 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 the Executive. As a result of the uncertainty in 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"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(g) and the 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 or for the benefit of the Executive.

(iii)The 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 ten (10) daysafter the Executive 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. The Executive shall not pay such claim prior to the expiration of the thirty (30) dayperiod following the date on which the 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall;

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(A) give the Company any information reasonably requested by the Company relating to such claim;

(B) 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;

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

(D) 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 the 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 5(g)(iii), 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 such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees 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 the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the 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 advance or with respect to any imputed income with respect to such advance; and providedfurther that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive 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 the 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.

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(iv)If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(g)(iii), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 5(g)(iii)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(g)(iii), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(h) Retirement Compensation

(i)Subject to vesting pursuant to Section 5(h)(ii), if Executive’s employment is terminated for any reason other than Cause, the Company shall pay to Executive a lump sum amount equal to the amount by which (A) the product of (1) one-half multiplied by Executive’s average annual salary for the three (3) year period preceding the Termination Date times (2) the number of years (including any partial year) since April 27, 2007 (the “Retirement Compensation”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(h)(iii) and (iv). The lump sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. To the extent vested, the payment will be made to Executive within five (5) business days following the Termination Date.

(ii)The Retirement Compensation will vest in full on April 26, 2012 (the “Vesting Date”) provided that the Executive remains continuously employed through the Vesting Date. In addition the Retirement Compensation will vest in full upon (i) the Executive’s termination of employment due to (A) death pursuant to Section 5(b), (B) incapacity pursuant to Section 5(c) or (C) by the Company without Cause pursuant to Section 5(e) and (ii) a Change of Control. Except as otherwise provided herein, prior to vesting pursuant to this Section 5(h)(ii), the Executive’s rights to the Retirement Compensation shall be the mere contractual right of an unsecured creditor. Prior to the Vesting Date the Company may elect to establish a trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A of the Code. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditors.

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(iii)Within ninety (90) business days following the Vesting Date, the Company shall establish a trust (the “Retirement Trust”) for the remaining duration of the Employment Term, and, commencing on the Vesting Date and on a quarterly basis, thereafter (each a “Contribution Date”) the Company shall contribute to the Retirement Trust for the benefit of the Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(h)(i) if the Contribution Date was his Termination Date minus (B) the total of all contributions made to the Retirement Trust by the Company as of such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that the Executive may withdraw from the Retirement Trust, within the thirty (30)-dayperiod beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(h)(iv) an amount up to but not to exceed the amount of that contribution. If and to the extent that the Executive fails to exercise this withdrawal right within the thirty (30)-day periods, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and the Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Code with the Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5(h)(iii), shall be payable to the Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company’s creditors.

(iv)As of the last day of each calendar quarter ending on or after the Vesting Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term “Assumed Taxes” shall mean the federal, state and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest federal and applicable state and local income and employment tax rates.

6. Amendments. No amendment to this Agreement or any schedule hereto shall be effective unless it shall be in writing and signed by each party hereto.

7.Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or sent by telecopy or three days after being mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to it at:

BE Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention: Chief Executive Officer

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with a copy to:

BE Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention: General Counsel

If to the Executive, to him at:

Michael B. Baughan

343 Fairfax Drive

Winston-Salem, NC 27104

8.Unfunded Status. This Agreement is intended to constitute an unfunded plan for incentive compensation. Except with respect to the Retirement Compensation following the Vesting Date, nothing contained herein shall give the Executive any rights that are greater than those of a general unsecured creditor of the Company. In its sole discretion, the Stock Option and Compensation Committee of the Board may authorize the creation of trusts, acquisition of life insurance policies or other arrangements to meet the obligations created under this Agreement.

9.Entire Agreement. This Agreement and the Option Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties; provided, however, that this Agreement shall not supersede the Proprietary Rights Agreement dated as of the date hereof between the Executive and the Company attached as Exhibit A which is incorporated herein by reference.

10.Headings. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

11. Counterparts. This Agreement may be executed in any number of counterparts which together shall constitute one instrument.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

13. Withholding. Without limiting the effect of Sections 5(g) and 15 hereof, all payment made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

14. Legal Fees. In the event of a dispute between the parties with respect to any payments due hereunder in connection with a Change of Control, the Company will pay the costs of any legal fees and related expenses incurred in connection with such dispute. Such costs and expenses shall be advanced to the Executive currently as reasonably required to continue such action or proceeding.

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15. Section 409A.

(a) Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” as defined in Section 409A of the Code he shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is the first business day following the date that is six months after the Executive’s termination of employment for any reason other than death or (ii) the Executive’s date of death. The provisions of this Section 14(a) shall only apply if required to comply with Section 409A of the Code.

(b) If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, the Company may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code or (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, provided, however, that there shall be maintained, to the maximum extent practicable, the original intent and economic benefits to the Executive of the applicable provision without contravening the provisions of Section 409A of the Code. This Section 15(b) does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A of the Code.

(c) The provisions of Section 5(g) of this Agreement, mutatis mutandis, shall apply to any imposition of taxes on the Executive under Section 409A of the Code so that the Executive shall be fully grossed up for the amount of, and shall not be adversely affected by, such taxes.

16. Enforceability; Waiver. The invalidity and unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. The Executive's or the Company's failure to insist upon strict compliance with any provision hereof of this Agreement or the failure to assert any right that the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Similarly, the waiver by any party hereto of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

17. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. This Agreement may be assigned by the Company. The Executive may not assign or delegate his duties under this Agreement without the Company’s prior written approval.

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18. Survival. The entitlement of the Executive and the obligations of the Company pursuant to Sections 5 and 15 hereof and the provisions of Section 6-13 and 15-18 hereof shall each survive any termination or expiration of this Agreement, or any termination or resignation of the Executive's employment, as the case may be.

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

EXECUTIVE

____________________________________

Michael B. Baughan

BE AEROSPACE, INC.

_________________________________

Name:

Title:

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Exhibit A

Death Benefit Agreement

Exhibit B

Proprietary Rights Agreement

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Agreement (this “Agreement”) dated as of April 27, 2007, is between BE Aerospace, Inc., a Delaware corporation (the “Company”) and Amin J. Khoury (“Executive”).

WHEREAS, Executive and the Company entered into an amended and restated Employment Agreement dated as of July 31, 2006 (the “Employment Agreement”); and

WHEREAS, Executive, having provided services to the Company since August 1, 1987, agrees to provide services for an additional period as provided herein, and the Company wishes to procure such services; and

WHEREAS, Executive and the Company wish to further amend and restate the Employment Agreement in its entirety in the manner set forth herein;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:

1.             REFERENCE TO EMPLOYMENT AGREEMENT.

The Employment Agreement is hereby restated, superseded and replaced in its entirety by this Agreement.

2.             ARRANGEMENT.

Executive shall provide to the Company, and the Company shall accept from Executive, the services set forth in Section 4.2 below, subject to the terms and conditions set forth in this Agreement.

3.             TERM.

Executive shall provide to the Company services hereunder during the term of this Agreement which, unless otherwise terminated pursuant to the provisions of Article 7 hereof, shall be the period ending three (3) years from any date as of which the term is being determined (the “Employment Term”). The date on which the Employment Term ends, including any extensions thereof, is sometimes hereinafter referred to as the “Expiration Date.” Pursuant to, and in accordance with, Section 7.7 hereof, the Company is required to engage Executive to render consulting services to the Company after Executive ceases to be employed by the Company.

4.             CAPACITY, SERVICES AND PERFORMANCE.

 4.1            Capacity.

Executive shall serve the Company as its Chairman of the Board of Directors of the Company (the “Board”) and Chief Executive Officer, or in such other Board or executive capacity as the Board may designate from time to time, but only upon agreement with Executive.

4.2            Services.

In the capacity set forth in Section 4.1 above, Executive shall be retained by the Company and shall perform such duties and responsibilities on behalf of the Company as Executive and the Board shall by mutual agreement from time to time determine.

4.3            Performance.

During the Employment Term, Executive shall use his business judgment, skill and knowledge to the advancement of the Company's interests and to the discharge of his duties and responsibilities hereunder; provided, however, that Executive shall be required only to devote so much time as Executive determines is reasonably necessary to discharge his duties as Chairman of the Board and Chief Executive Officer, and, subject to the provisions of Section 6 below, Executive may engage in other business activities during the Employment Term.

5.             COMPENSATION AND BENEFITS.

   5.1            Salary. Effective as of January 1, 2007

Executive shall receive an annual salary (the “Salary”) of nine-hundred and thirty-six thousand dollars ($936,000) during each year of the Employment Term. The Salary shall be subject to adjustment from time to time by the Board; provided, however, that at no time shall the Salary be adjusted below the Salary for the preceding year. Commencing on January 1, 2007, and on January 1st of each year thereafter during the Employment Term, the Salary then in effect shall be increased by an amount not less than the amount determined by applying to the Salary then in effect the percentage increase in the U.S. Bureau of Labor Statistics Consumer Price Index Revised - Urban Wage Earners and Clerical Workers - National - All Items (1982-84 = 100) (the “Index”) for the consecutive twelve (12) month period (January through December) immediately preceding such January 1. If the Index is no longer issued, the Board and Executive shall agree upon a substitute index issued by such agency which most reasonably reflects the criteria utilized in the most recent issue of the Index. Except as otherwise provided in this Agreement, the Salary shall be payable biweekly or in accordance with the Company's current payroll practices, and shall be pro-rated for any period of service less than a full year.

   5.2            Bonuses.

Executive may receive bonuses from the Company when, as and if determined from time to time by the Board. Any such bonuses paid to Executive shall be in addition to the Salary then in effect.

5.3            Benefits.

So long as employed, Executive shall be entitled to participate in all employee benefit plans, life insurance plans, disability income plans, incentive compensation plans and other benefit plans, other than retirement plans, as may be from time to time in effect for executives of the Company generally. In addition, Executive and his spouse, for as long as they each may live, shall be entitled to (i) all medical, dental and health benefits available from time to time to the Company's executive officers and their spouses, respectively (other than medical reimbursement plans) on similar terms and conditions as active employees (provided that the level of such benefits is not greater than the benefits available to Executive on December 31, 2004 (and which included 100% reimbursement of all medical and dental benefits incurred by Executive and his family, the cost of which is fully paid by the Company), and (ii) the benefits available under the Company's executive medical reimbursement plan in effect as of March 1, 2001.

5.4            Business Expenses.

So long as employed, the Company shall pay or reimburse Executive for all reasonable business expenses incurred or paid by him in the performance of his services. Any reimbursement shall be paid in accordance with Company policy, but in any event, no later than March 15^th of the year following the year in which the expense reimbursement accrues.

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5.5            Automobile.

So long as employed, Executive shall receive either, an automobile owned or leased by the Company or a monthly automobile allowance, as determined by the Company, which automobile or allowance shall be at least equivalent to that which the Company was providing to Executive as of April 30, 2006. The automobile allowance, if applicable, shall be paid in accordance with Company policy, but in any event, no later than March 15^th of the year following the year in which the automobile allowance was accrued.

5.6            Equity Incentive Compensation.

So long as employed, Executive shall be entitled to participate in any applicable equity incentive compensation program of the Company.

6.             PROPRIETARY RIGHTS AND NON-COMPETITION.

Executive acknowledges that the Company is engaged in a continuous program of research, development and production in connection with its business, present and future, and hereby covenants as follows:

6.1            Confidentiality.

Executive will maintain in confidence and will not disclose or use, either during or after the Employment Term, any proprietary or confidential information or know-how belonging to the Company (“Proprietary Information” hereinafter defined), whether or not in written form, except to the extent required to perform duties on behalf of the Company. For purposes of this Agreement, “Proprietary Information” shall mean any information, not generally known to the relevant trade or industry, which was obtained from the Company, or which was learned, discovered, developed, conceived, originated or prepared by Executive in connection with this Agreement. Such Proprietary Information includes, without limitation, software, technical and business information relating to the Company's inventions or products, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, customers, marketing and production and future business plans, information belonging to customers or suppliers of the Company disclosed incidental to Executive's performance under this Agreement, and any other information which is identified as confidential by the Company, but only so long as the same is not generally known in the relevant trade or industry.

6.2            Inventions.

6.2.1         Definition of Inventions. For purposes of this Agreement, “Inventions” shall mean any new or useful art, discovery, contribution, finding or improvement, whether or not patentable, and all related know-how. Inventions shall include, without limitation, all designs, discoveries, formulae, processes, manufacturing techniques, semiconductor designs, computer software, inventions, improvements and ideas.

6.2.2         Disclosure and Assignment of Inventions. Executive will promptly disclose and describe to the Company all Inventions which he may solely or jointly conceive, develop, or reduce to practice during the Employment Term or the Consulting Period (as defined in Section 7.7) (i) which relate at the time of conception, development, or reduction to practice of the Invention to the Company's business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's time or with the use of any of the Company's equipment, supplies, facilities or trade secret information, or (iii) which resulted from any work performed by Executive for the Company (the “Company's Inventions”). Executive hereby assigns to the Company all of his right, title and interest world-wide in and to the Company's Inventions and in all intellectual property rights based upon the Company's Inventions; provided, however, that Executive does not assign or agree to assign any Inventions, whether or not relating in any way to the Company's business or demonstrably anticipated research and development, which were made by him prior to the date of this Agreement, or which were developed by him independently during the Employment Term and not under the conditions stated in subparagraph (ii) above.

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6.3            Documents and Materials.

Upon termination of this Agreement or at any other time upon the Company's request, Executive will promptly deliver to the Company, without retaining any copies, all documents and other materials furnished to him by the Company (other than personal copies of documents relating to Executive’s employment terms), prepared by him for the Company or otherwise relating to the Company's business, including, without limitation, all written and tangible material in his possession incorporating any Proprietary Information.

6.4            Competitive Employment.

During the Employment Term, the Consulting Period (as defined in Section 7.7), if applicable, and for a period of two (2) years thereafter (collectively, the “Extended Term”), Executive will not engage in any employment, consulting, or other activity in any business competitive with the Company without the Company's written consent, which consent shall not be unreasonably withheld; provided, however, that nothing in this Section 6.4 shall preclude Executive from serving as a director of any other corporation, or a partner or investor in a private equity firm.

6.5            Non-Solicitation.

During the Extended Term, Executive will not solicit or encourage, or cause others to solicit or encourage, any employees of the Company to terminate their employment with the Company.

6.6            Acts to Secure Proprietary Rights.

6.6.1         Further Acts. Executive agrees to perform, during and after the Employment Term and the Consulting Period, if applicable, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company's Inventions. Such acts may include, without limitation, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings.

6.6.2         Appointment of Attorney-In-Fact. In the event that the Company is unable, for any reason whatsoever, to secure Executive's signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any of the Company's Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Executive hereby irrevocably appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by him, intending hereby to create a so-called “durable power” which will survive any subsequent disability.

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6.7            No Conflicting Obligations.

Executive's performance of this Agreement does not breach and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him.

6.8            Corporate Opportunities.

Executive agrees that during the Employment Term and the Consulting Period, if applicable, he will first present to the Board, for its acceptance or rejection on behalf of the Company, any opportunity to create or invest in any company which is or will be involved in equipping or furnishing airplane cabin interiors, which comes to his attention and in which he, or any of his affiliates, might desire to participate. If the Board rejects the same or fails to act thereon in a reasonable time, Executive shall be free to invest in, participate or present such opportunity to any other natural person, corporation, limited liability company, limited or general partnership, or any other entity (each, a “Person”).

6.9            Specific Performance.

Executive acknowledges that a breach of any of the promises or agreements contained herein could result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law, and the Company shall be entitled to seek injunctive relief and/or a decree for specific performance.

7.             TERMINATION AND CHANGE OF CONTROL.

7.1            Termination Date; Termination or Resignation other than Contemporaneously with a Change of Control.

7.1.1         Termination Date. The term “Termination Date” shall mean the date on which Executive's employment with the Company terminates for any reason prior to the Expiration Date.

7.1.2         Termination by Executive. If Executive resigns his employment for any reason other than (i) death pursuant to Section 7.2, (ii) incapacity pursuant to Section 7.3, (iii) Good Reason following a Change of Control pursuant to Section 7.4.3 or (iv) contemporaneously with a Change of Control pursuant to Section 7.4.2, then on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary through the Termination Date, (B) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Termination Date, and (C) the Severance Pay pursuant to Section 7.5 hereof. In addition, Executive and his spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof and the Company shall engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof.

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7.1.3         Termination by the Company. If the Company terminates Executive’s employment hereunder for any reason other than (i) death pursuant to Section 7.2, (ii) incapacity pursuant to Section 7.3 or (iii) contemporaneously with a Change of Control pursuant to Section 7.4.2, then on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary through the Termination Date, (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date, (C) a lump sum equal to his Salary from the Termination Date through the Expiration Date, (D) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Expiration Date, and (E) the Severance Pay pursuant to Section 7.5 hereof. In addition, (x) Executive and his spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof, (y) any stock options, restricted stock awards or other equity awards granted to Executive that would not vest on or prior to the Termination Date shall vest and be exercisable immediately, and, notwithstanding any termination of employment provisions set forth in the applicable agreement, all stock options shall continue to be exercisable until their original stated expiration date and (z) the Company shall engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof.

7.2            Death.

7.2.1         Executive's employment hereunder shall terminate upon his death. In such event, the Company shall, within thirty (30) days following the date of death, pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump sum payment equal to (i) the Salary that would have been due to Executive had this Agreement been in effect from the date of his death until the Expiration Date and (ii) the entire remaining unpaid balance of the Retirement Compensation as provided in Section 7.6 below, determined as of the Termination Date.

7.2.2         Upon Executive’s death during or after the Employment Term, the Company shall, within thirty (30) days following the date of death, also pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump-sum death benefit in the amount of three (3) million dollars in accordance with the Death Benefit Agreement attached as Exhibit A hereto.

7.2.3         The Company shall, within thirty (30) days following Executive’s date of death, also pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump-sum equal to (i) any accrued and unpaid Salary through his date of death, and (ii) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the date of death. Executive’s spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof.

7.3            Incapacity. If Executive shall for at least six (6) consecutive months during the Employment Term have been unable to perform his material duties under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, the Company may terminate Executive's employment as provided in this Section 7.3. If the Company desires to so terminate Executive's employment, the Company shall:

(i)         give prompt notice to Executive of any such termination;

(ii)        until the Expiration Date, continue to pay to Executive an annual amount equal to two (2) times the Salary in effect on the Termination Date. The payments shall be made in equal bi-monthly installments commencing on the first payroll period following the Termination Date;

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(iii)       pay to Executive the entire remaining unpaid balance of the Retirement Compensation as provided in Section 7.6 and below, determined as of the Termination Date;

(iv)       pay to Executive within ten (10) business days after the Termination Date a lump-sum equal to (A) any accrued and unpaid Salary through the Termination Date and (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date; and

(v)        continue to provide medical, dental and health benefits as provided in Section 5.3 hereof.

Any dispute between the Board and Executive with respect to Executive's incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Board and Executive or his personal representative, whose decision shall be binding on all parties.

7.4            Change of Control; Definitions.

7.4.1         Change of Control. If a “Change of Control” of the Company occurs, the Company will be obligated as provided in this Section 7.4.1. For purposes of determining the Company’s obligations under this Section 7.4.1, the date on which a Change of Control occurs shall be referred to as the “Change of Control Date.” If a Change of Control occurs during the Employment Term, the Company or its successor in interest shall:

(i)         within five (5) business days after the Change of Control Date, pay to Executive the amount of any Gross-Up Payment payable by the Company to Executive under Section 7.8 hereof;

(ii)        continue to provide to Executive and his spouse, for their respective lifetimes, medical, dental and health benefits as provided in Section 5.3 hereof; provided, however, that the terms and level of such benefits shall be substantially similar as Executive and his spouse were receiving as of the Change of Control Date, or if greater, as they were receiving on December 31, 2004;

(iii)       provide that any stock options, restricted stock awards or other equity awards granted to Executive that would not vest on or prior to the Change of Control Date shall vest and, if applicable, be exercisable upon the earlier of (i) the Change of Control Date and (ii) the execution of an agreement, if any, that would constitute a Change of Control (regardless of whether such agreement is consummated), and, notwithstanding any termination of employment provisions set forth in the applicable agreement, such stock options (or similar equity awards) shall continue to be exercisable until their original stated expiration date; and

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7.4.2         Termination or Resignation Contemporaneous with a Change of Control. If, contemporaneously with a Change of Control, Executive’s employment is terminated by the Company for any reason or Executive resigns his employment for any reason the Company shall:

(i)         pay to Executive within ten (10) business days after the Termination Date a lump-sum equal to (A) any accrued and unpaid Salary through the Termination Date and (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date;

(ii)        pay to Executive the entire remaining unpaid balance of the Retirement Compensation, as provided in Section 7.6 and below, determined as of the Termination Date;

(iii)       continue to provide medical, dental and health benefits as provided in Section 5.3 hereof;

(iv)       engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof; and

(v)        pay to Executive the Severance Payment pursuant to Section 7.5 hereof.

7.4.3         Resignation for Good Reason following a Change of Control. If, following a Change of Control, Executive resigns his employment for Good Reason, then on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary through the Termination Date, (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date, (C) a lump sum equal to his Salary from the Termination Date through the Expiration Date, (D) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Expiration Date, and (E) the Severance Pay pursuant to Section 7.5 hereof. In addition, (x) Executive and his spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof, (y) any stock options, restricted stock awards or other equity awards granted to Executive that would not vest on or prior to the Termination Date shall vest and be exercisable immediately, and, notwithstanding any termination of employment provisions set forth in the applicable agreement, all stock options shall continue to be exercisable until their original stated expiration date and (z) the Company shall engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof.

7.4.4         Grantor Trust. If, at anytime during the Employment Term it appears that a Change of Control is likely to occur, the Company hereby agrees to establish a grantor trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A of the Code. The grantor trust shall serve as a vehicle for accumulating assets to secure its potential obligations to Executive in the event of a Change of Control. Such obligation may be paid from the general assets of the Company or from the assets of any such rabbi trust. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditors.

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7.4.5         Definitions.

(i)         For purposes of this Agreement, a “Change of Control” means:

(A)        Individuals who, as of January 1, 2005 (the “Effective Date”) constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any Person becoming a director subsequent to the Effective Date 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 (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act) shall be, for purposes of this Agreement, considered as though such Person were a member of the Incumbent Board;

     (B)        a transaction or other event occurs such that any Person or Persons acting as a group acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company;

(C)        a transaction or other event occurs such that any one Person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company; or

(D)        a transaction or other event occurs such that any one Person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group) ownership of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that no acquisition of ownership of the assets of the Company shall be deemed a Change of Control if the acquiring Person or group is:

(1)       A shareholder of the Company in exchange for or with respect to its stock;

(2)       Any Majority Owned Entity, as defined below, of the Company;

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(3)       A Person or group of which the Company is a Majority Owned Entity; or

(4)       A Majority Owned Entity of any Person or group described by (3), above.

(ii)        For the purposes of this Section 7.4.5, Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as the result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a Person that enters into a merger, consolidation, purchase or acquisition of stock or assets or similar business transaction with the Company.

(iii)       For the purposes of this Section 7.4.5, a “Majority Owned Entity” of any Person is any entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by such Person.

(iv)       A Change of Control shall occur on the effective date of any event specified in Section 7.4.5(i) above. In connection with any determination of ownership for purposes of Section 7.4.5(i) above, the attribution rules of Section 318(a) of the Internal Revenue Code of 1986, as amended, (the “Code”) shall apply.

(v)        For purposes of this Agreement, “Good Reason” means:

(A)        Any decrease in Executive’s Salary or a failure by the Company to pay any material compensation due and payable to Executive in connection with his employment;

(B)        Any change in Executive’s responsibilities, positions, duties, status title or reporting relationships;

(C)        Executive ceasing to be the Chief Executive Officer of a publicly traded company pursuant to this Agreement;

(D)        Following a Change of Control, the Company (or its successor) requiring Executive to be based at any office or location other than Executive’s principal place of employment immediately prior to the effective date of the Change of Control, if applicable; or

(E)        A material breach by the Company of any term of this Agreement;

provided that Executive has given notice thereof to the Company and the Company has not cured the Good Reason within thirty (30) days after receiving such notice.

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7.5            Severance Pay.

If Executive's employment with the Company is terminated for any reason, other than due to (i) Executive's death pursuant to Section 7.2 hereof, or (ii) Executive's incapacity pursuant to Section 7.3 hereof, then within five (5) business days after Executive's Termination Date, the Company shall pay to Executive, a lump sum amount equal to the Salary in effect on the Termination Date, which lump sum shall not be pro-rated. The obligations of the Company pursuant to this Section 7.5 are in addition to any other obligations under Section 7 hereof.

7.6            Retirement Compensation.

7.6.1         Amount of Retirement Compensation. In recognition that Executive founded the Company and will not be eligible for any retirement plan to be offered by the Company to its executives (as provided in Section 5.3 above), Executive shall be entitled to retirement compensation (“Retirement Compensation”) equal to the product of (i) 150% times (ii) the annual Salary then in effect (the “Specified Annual Salary”) multiplied by (iii) the number of years of service provided by Executive to the Company, such service having commenced as of August 1, 1987 (“Commencement Date”), with a ratable adjustment should Executive's final period of service be less than a full year. The Retirement Compensation as so determined shall be paid to Executive (or in the event of Executive's subsequent death, to such Person as Executive shall have designated in a notice filed with the Company or, if no such Person shall have been designated, to his estate) at the times specified in Section 7.6.2 below, or contributed to the Retirement Trust described in Section 7.6.3 below in accordance with that Section. The amount of the Retirement Compensation so due and payable shall not be present-valued or otherwise reduced by use of any other discount or discounting method.

7.6.3         Payment of Retirement Compensation.

(i)         Within five business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended, is terminated (the “Distribution Date”), the Company will distribute the amount of Retirement Compensation that would have been payable to Executive under Section 7.6.1 as of the Distribution Date, based on his years of service through the Distribution Date and his then Specified Annual Salary.

(ii)        Within five (5) business days after Executive's actual Termination Date, the Company shall pay to Executive an amount equal to (x) the Retirement Compensation payable to Executive as determined in Section 7.6.1 hereof less (y) the sum of (1) the amount of Retirement Compensation previously distributed to Executive pursuant to Section 7.6.2(i) hereof, and (2) the amounts previously distributed pursuant to Section 7.6.3(i) or 7.6.3(ii).

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7.6.4         Retirement Trust.

(i)         Within ninety days after the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on such date and on a quarterly basis thereafter, each a “Contribution Date” the Company shall contribute to the trust (the “Retirement Trust”) for the benefit of Executive an amount equal to (a) the Retirement Compensation that would be payable to Executive under Section 7.6.2(ii) if the Contribution Date was his Termination Date minus (b) the total of all contributions made to the Retirement Trust by the Company as of such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the 30 day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 7.6.3(i) an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the 30 day period, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Code with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the Retirement Compensation payable pursuant to this Section 7.6, shall be paid to Executive, and that the Retirement Trust shall be exempt from the claims of the Company's creditors.

(ii)        As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount by which (x) the Assumed Taxes that the Company reasonably estimates will be assessed upon Executive for the calendar year for which the distribution is being made as a result of his beneficial interest in the Retirement Trust, exceeds (y) the amount withdrawn by Executive in such calendar year pursuant to Section 7.6.3(i). For this purpose, the term “Assumed Taxes” shall mean the Federal, State and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal and applicable State and local income and employment taxes.

7.7            Consulting Arrangement. In the event that Executive's employment terminates for any reason (including, without limitation, Executive's voluntary resignation) other than death pursuant to Section 7.2 or incapacity pursuant to Section 7.3, then the Company shall retain Executive to perform consulting services for a period of five (5) years following the Termination Date (the “Consulting Period”). The terms of Executive’s consulting arrangement are set forth on Exhibit B attached hereto.

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7.8            Certain Additional Payments by the Company.

7.8.1         Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise and including without limitation any additional payments required under this Section 7.8) (a “Payment”) would be subject to an excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make a payment to Executive (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains (or has had paid to the Internal Revenue Service on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executive's adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local.

7.8.2         Subject to the provisions of Section 7.8.3, all determinations required to be made under this Section 7.8, including whether and when 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 Deloitte & Touche LLP (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and 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 of Control, Executive shall appoint another nationally recognized 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 7.8, 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 in 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”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 7.8 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 or for the benefit of Executive.

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7.8.3         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 ten business days after Executive 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 it 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 7.8.3, 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 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 agrees 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 advance the amount of such payment to Executive, on an interest-free basis 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 advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive 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.

7.8.4         If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.8.3, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 7.8.3 promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.8.3, a determination is made that Executive shall not be 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 such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

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7.9Restricted Stock Award. On July 31, 2006, the Company granted to Executive, without payment by Executive, 387,878 shares of restricted common stock of the Company (the “Restricted Stock”). The Restricted Stock was granted pursuant to and on the terms provided in the Company’s 2005 Long-Term Incentive Plan, as amended (the “Plan”), and, to the extent not inconsistent with the terms hereof, the applicable Restricted Stock Award Document (as defined in the Plan). The Restricted Stock granted to Executive pursuant to this Section 7.9 will vest and become unrestricted ratably over a four-year period commencing on July 31, 2007, the first anniversary of the grant date and or each anniversary thereafter, provided that Executive is employed by the Company or is rendering consulting services pursuant to Section 7.7 hereof on each vesting date. In addition, the Restricted Stock will immediately become fully vested and unrestricted, (i) immediately prior to a Change of Control, (ii) upon Executive’s death or termination due to incapacity, or (iii) upon termination of Executive’s employment by the Company for any reason. For the avoidance of doubt, all vesting of the Restricted Stock pursuant to this Section 7.9 shall be subject to the provisions of Sections 7.8 and 12 of this Agreement.

8.             WITHHOLDING.

Without limiting the effect of Sections 7.8 and 12, all payments made by the Company under this Agreement shall be reduced by any amounts in respect of income, social security, FICA and other similar taxes at the then-prevailing rates required to be withheld by the Company under applicable law.

9.             INDEMNIFICATION.

To the maximum extent permitted under Floridalaw as from time to time in effect, and subject to any mandatory exclusion of indemnification under Delaware law applicable to the indemnification of Executive under this Section 9, the Company hereby agrees to indemnify Executive and hold him harmless from, against and in respect of any and all damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, claims, losses, costs, expenses, obligations and liabilities arising from or related to the performance of the services under this Agreement by Executive.

10.           LEGAL FEES.

In the event of a dispute between the parties with respect to any payments due hereunder in connection with a Change of Control, the Company will pay the costs of any legal fees and related expenses incurred in connection with such dispute. Such costs and expenses shall be advanced to Executive currently as reasonably required to continue such action or proceeding.

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11.           UNFUNDED STATUS.

This Agreement is intended to constitute an unfunded plan for incentive compensation. Except with respect to the Retirement Compensation, nothing contained herein shall give Executive any rights that are greater than those of a general unsecured creditor of the Company. In its sole discretion, the Stock Option and Compensation Committee of the Board may authorize the creation of trusts, acquisition of life insurance policies or other arrangements to meet the obligations created under this Agreement.

12.           SECTION 409A.

12.1          Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” as defined in Section 409A of the Code he shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the first business day following the date which is six months after Executive’s termination of employment for any reason other than death or (ii) Executive’s date of death. The Company shall establish a trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section 12.1 that otherwise would be immediately payable to Executive. The provisions of this Section 12.1 shall only apply if required to comply with Section 409A of the Code.

12.2          If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, or if any tax is imposed under such Section 409A on any payment to be received by Executive hereunder, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of the Company which consent shall not be unreasonably withheld, to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code. Executive agrees in good faith to consider any such reformation proposed by the Company.

12.3          The provisions of Section 7.8 of this Agreement, mutatis mutandis, shall apply to any imposition of taxes on Executive under Section 409A of the Code so that Executive shall be fully grossed up for the amount of, and shall not be adversely affected by, such taxes.

13.           WAIVER.

Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Similarly, the waiver by any party hereto of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

14.           SEVERABILITY.

If any part of this Agreement is found to be invalid or unenforceable, that part will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect.

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15.           NOTICES.

Any notice or other communication in connection with this Agreement shall be deemed to be delivered if in writing, addressed as provided below (or to such other Person or address as to which either party may notify the other in accordance with this Section 15) and actually delivered at said address:

If to Executive, to him at:

Amin J. Khoury

 149 South Beach Road

Hobe Sound, FL 33455

If to the Company, to it at:

BE Aerospace, Inc.

1400 Corporate Center Drive

Wellington, FL 33414

Attention: General Counsel

16.           SURVIVAL.

The provisions of Sections 5.3 and 6 through 17 inclusive hereof shall each survive any termination or expiration of this Agreement.

17.           MISCELLANEOUS.

This Agreement, including the attached exhibits, constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements, whether oral or written, regarding such subject matter. This Agreement may be amended or modified only by a written instrument signed by Executive and by a duly authorized representative of the Company. This Agreement may be executed in any number of counterparts, which together shall constitute one and the same instrument. Except as otherwise provided in this Agreement,this Agreement shall be governed by and construed in accordance with the laws (other than the conflicts of law rules) of the State of Florida.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of the date first above written.

EXECUTIVE	BE AEROSPACE, INC.
____________________________	By:____________________________
	Title:
	By: ____________________________
	Title:

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Exhibit A

Death Benefit Agreement

A-1

Exhibit B

Consulting Terms

B-1

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is made as of April 27, 2007 by and between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Thomas P. McCaffrey (“Executive”).

RECITALS

WHEREAS, Executive and the Company entered into an Amended and Restated Employment Agreement dated as of July 31, 2006 (the “Employment Agreement”); and

WHEREAS, Executive, having provided services to the Company since May 1, 1993, agrees to provide services for an additional period as provided herein and the Company wishes to procure such services; and

WHEREAS, Executive and the Company wish to further amend and restate the Employment Agreement in its entirety in the manner set forth herein;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:

1.Reference to Employment Agreement. The Employment Agreement is hereby restated, superseded and replaced in its entirety by this Agreement.

2.Term. Unless otherwise terminated pursuant to the provisions of Section 5 hereof, Executive shall provide to the Company services hereunder during the term of his employment under this Agreement, which shall be the period ending three (3) years from any date as of which the term is being determined (the “Employment Term”). The date on which the Employment Term ends, including any extensions thereof, is sometimes hereinafter referred to as the “Expiration Date.”

3.Position and Duties. Executive shall serve the Company in the capacity of Senior Vice President of Administration and Chief Financial Officer, or in such other position as the Chief Executive Officer of the Company, his designee or the Board of Directors of the Company (the “Board”) may designate from time to time, and shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with this capacity, as the Chief Executive Officer of the Company, his designee or the Board shall determine. Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such duties and responsibilities. Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company.

4.Compensation.

 (a)Salary. Effective as of January 1, 2006, Executive shall receive an annual salary (the “Salary”) payable at the rate of four hundred forty-five thousand dollars ($445,000) per annum. Such rate shall be subject to adjustment from time to time by the Board as hereinafter provided; provided, however, that it shall at no time be adjusted below the Salary for the preceding year. On January 1^st of each year during the Employment Term, the Salary shall be increased by an amount not less than the amount determined by applying to the Salary then in effect the percentage increase in the U.S. Bureau of Labor Statistics Consumer Price Index Revised - Urban Wage Earners and Clerical Workers - National - All Items (1982-84=100) (the “Index”) for the twelve month period (January through December) immediately preceding such January 1. If the Index is no longer issued, the Board and Executive shall agree upon a substitute adjustment index issued by such agency that most reasonably reflects the criteria utilized in the most recent issue of the Index. Except as otherwise provided in this Agreement, the Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions.

 (b)Incentive Bonus. So long as employed, Executive may receive an incentive bonus for each fiscal year or portion thereof during which Executive has been employed hereunder as determined by the Board at the end of the applicable fiscal year. The incentive bonus, if any, shall be paid in accordance with Company policy, but in any event, no later than March 15^th of the year following the year in which it shall accrue.

 (c)Expenses. So long as employed, Executive shall be entitled to receive prompt payment of, or reimbursement for, all reasonable business expenses incurred by him on behalf of the Company. Any reimbursement shall be paid in accordance with Company policy, but in any event, no later than March 15^th of the year following the year in which it shall accrue.

 (d)Benefits. Executive shall be entitled to participate in all employee benefit plans, life insurance plans, disability income plans, incentive compensation plans and other benefit plans, other than retirement plans, as may be from time to time in effect for executives of the Company generally. In accordance with Company policy, Executive shall also be entitled to paid vacation in any fiscal year during the Employment Term as well as all paid holidays given by the Company to its employees. In addition, upon termination of Executive’s employment with the Company due to his death or Incapacity, the Executive and his eligible dependents shall be entitled on similar terms and conditions as active executives, for a period of two (2) years, to participate in all medical, dental and health benefit plans available to the Company’s executive officers from time to time to the extent the Company plans constitute welfare plans for purposes ofSection 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

 (e)Automobile. So long as employed, Executive shall receive an automobile either owned or leased by the Company or a monthly automobile allowance of $1,100 per month, at the discretion of the Company. The automobile allowance, if applicable, shall be paid in accordance with Company policy, but in any event, no later than March 15^th of the year following the year in which it shall accrue.

 (f)Equity Compensation. So long as employed, Executive shall be entitled to participate in any applicable equity compensation program of the Company in effect from time to time.

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5.Termination and Compensation Thereon.

 (a)Termination Date. The term “Termination Date” shall mean the date on which Executive’s employment with the Company is terminated for any reason.

 (b)Death.

(i)Executive’s employment hereunder shall terminate upon his death. In such event, the Company shall, within thirty (30) days following the date of death, pay to such natural person, trust, corporation, limited liability company, limited or general partnership, or any other entity (each a “Person”) as Executive shall have designated in a notice filed with the Company, or, if no such Person shall have been designated, to his estate, (A) the entire remaining unpaid balance of the Retirement Compensation as provided in Section 5(g) below, determined as of the Termination Date and (B) a lump sum payment amount equal to the Salary that would have been due to Executive had this Agreement been in effect from the date of his death until the Expiration Date.

(ii)Upon Executive’s death during or after the Employment Term, the Company shall, within thirty (30) days following the date of death, also pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump-sum death benefit in the amount of one (1) million dollars in accordance with the Death Benefit Agreement attached as Exhibit A hereto.

(iii)Upon Executive’s death, the Company shall, within thirty (30) days following the date of death, also pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump sum equal to (A) any accrued and unpaid Salary through the date of death, and (B) any bonuses declared to be payable to Executive for any fiscal periods of the Company ending prior to the date of death.

(iv)Following the Executive’s death, his eligible dependents shall be entitled to continuation of medical, dental and health benefits for two (2) years in accordance with Section 4(d) hereof.

 (c)Incapacity. If the Executive shall, for at least six (6) consecutive months during the Employment Term, have been unable to perform his material duties under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, the Company may terminate Executive's employment as provided in this Section 5(c). If the Company desires to so terminate Executive's employment, the Company shall:

(i)give prompt notice to Executive of any such termination;

(ii)until the Expiration Date, (A) pay to Executive the Salary in effect on the Termination Date, and (B) continue to provide Executive with the automobile allowance provided pursuant to Section 4(e) hereof immediately prior to the Termination Date in accordance with the Company’s payroll practices in effect on the Termination Date;

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(iii)provide the Executive and his eligible dependents with continuation of medical, dental and health benefits for two (2) years in accordance with Section 4(d) hereof;

(iv)pay to the Executive, the entire remaining unpaid balance of the Retirement Compensation as provided in Section 5(g) below, determined as of the Termination Date; and

(v)pay to the Executive (A) any accrued and unpaid Salary through the Termination Date and (B) any bonuses declared to be payable to Executive for any fiscal periods ending prior to the Termination Date.

 (d)Termination by the Company or the Executive.

(i)Termination by the Company for Cause. The Company may, at any time, terminate Executive’s employment hereunder with “Cause.” Upon a termination for Cause, the Company shall have no further obligations to Executive hereunder, except for payment of any accrued and unpaid Salary through the Termination Date. For purposes of this Agreement, “Cause” shall mean any of the of the following:

(A)the willful and continued (after a reasonable period following such demand) failure by the Executive to substantially perform his duties hereunder (other than (1) any such willful or continued failure resulting from his incapacity due to physical or mental illness or physical injury or (2) any such actual or anticipated failure after the issuance of a notice of termination by the Executive for Good Reason (as defined below)), after written demand for substantial performance is delivered by the Company to the Executive that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties;

(B)the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; or

(C)the conviction of the Executive of a felony by a court of competent jurisdiction in a judgment which has become final and nonappealable if such conviction would render it impossible for the Executive to perform his obligations hereunder or if the reputation of the Company would be materially damaged by the continuance of the Executive’s employment hereunder.

For purposes of this Section 5(d)(i) no act, or failure to act, on the part of the Executive shall be considered “willful” unless done or omitted to be done by him in bad faith and without reasonable belief that his action or omission was in the best interest of the Company. If Executive’s employment is terminated by the Company for Cause pursuant to this Section 5(d)(i), the Company shall have no further obligations to Executive hereunder after the Termination Date, except for the payment of any unpaid Salary and benefits accrued through the Termination Date.

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(ii)Termination without Cause or for Good Reason other than Contemporaneously with a Change of Control.

(A)The Company may, at any time, terminate Executive’s employment hereunder without Cause and Executive may terminate Executive’s employment hereunder with “Good Reason” (as defined below).

(B)If Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason other than contemporaneously with a Change of Control (as defined below), then, on the Termination Date, Executive shall receive payment of:

(1) any accrued and unpaid Salary through the Termination Date;

(2) any bonuses declared to be payable to Executive for any fiscal periods of the Company ending prior to the Termination Date;

(3) a lump sum equal to his Salary from the Termination Date through the Expiration Date;

(4) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 5(g) hereof, determined as of the Expiration Date; and

(5) the Severance Pay pursuant to Section 5(f) hereof.

(C)In addition, upon a termination without Cause or for Good Reason other than contemporaneously with a Change of Control, any stock options or restricted stock awards (or other equity awards) (“Equity Awards”) granted to Executive that would not vest on or prior to the Termination Date shall vest and be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement, such stock options shall continue to be exercisable until their original stated expiration date.

(iii)Termination by Executive without Good Reason. Executive may terminate his employment hereunder without Good Reason. If Executive’s employment is terminated by Executive without Good Reason, then, on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary through the Termination Date, (B) any bonuses declared to be payable to Executive for any fiscal periods of the Company ending prior to the Termination Date, and (C) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 5(g) hereof, determined as of the Termination Date.

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(e)Change of Control.

(i)If a “Change of Control” (as defined in Section 5(e)(ii)) of the Company occurs, the Company will be obligated as provided in this Section 5(e). For purposes of determining the Company’s obligations under this Section 5(e), the date on which a Change of Control occurs shall be referred to as the “Change of Control Date.” If a Change of Control occurs during the Employment Term, the Company or its successor in interest shall:

(A)within five (5) business days after the Change of Control Date, pay to Executive, the amount of any Gross-Up Payment payable by the Company to Executive under Section 5(h) hereof;

(B)provide that any Equity Awards granted to Executive that would not vest on or prior to the Change of Control Date shall vest and, if applicable, be exercisable upon the earlier of (x) the Change of Control Date and (y) the execution of an agreement, if any, that would constitute a Change of Control (regardless of whether such agreement is consummated), and, notwithstanding any termination of employment provisions set forth in the applicable agreement, such Equity Awards shall continue to be exercisable until their original stated expiration date.

(ii)Termination Contemporaneously with a Change of Control. If the Executive’s employment is terminated contemporaneously with a Change of Control, the Company shall pay to the Executive (i) within ten (10) business days after the Termination Date a lump-sum equal to (A) any accrued and unpaid Salary through the Termination Date and (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date, (ii) the entire remaining unpaid balance of the Retirement Compensation, as provided in Section 5(g) below determined as of the Termination Date; and (iii) the Severance Payment pursuant to Section 7.5 hereof.

(iii)For purposes of this provision, a “Change of Control” means:

(A)Individuals who, as of January 1, 2005 (the “Effective Date”) constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any Person becoming a director subsequent to the Effective Date 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 (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act) shall be, for purposes of this Agreement, considered as though such Person were a member of the Incumbent Board;

(B)a transaction or other event occurs such that any Person or Persons acting as a group acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company;

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(C)a transaction or other event occurs such that any one Person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company; or

(D)a transaction or other event occurs such that any one Person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group)ownership of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that no acquisition of ownership of the assets of the Company shall be deemed a Change of Control if the acquiring Person or group is:

(1) A shareholder of the Company in exchange for or with respect to its stock;

(2) Any Majority Owned Entity, as defined below, of the Company;

(3) A Person or group of which the Company is a Majority Owned Entity; or

(4) A Majority Owned Entity of any Person or group described by (3), above.

(iv)For the purposes of this Section 5(e), Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as the result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a Person that enters into a merger, consolidation, purchase or acquisition of stock or assets or similar business transaction with the Company.

(v)For the purposes of this Section 5(e), a “Majority Owned Entity” of any Person is any entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by such Person.

(vi)A Change of Control shall occur on the effective date of any event specified in Section 5(e)(iii) above. In connection with any determination of ownership for purposes of Section 5(e)(iii) above, the attribution rules of Section 318(a) of the Code shall apply.

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(vii)For purposes of this Agreement, “Good Reason” means:

(A)a decrease in Executive’s Salary or a failure by the Company to pay material compensation due and payable to Executive in connection with his employment;

(B)a change in Executive’s responsibilities, positions, duties, status, title or reporting relationships;

(C)Executive ceasing to be the Senior Vice President of Administration and Chief Financial Officer of a publicly traded company pursuant to this Agreement (or such other positions Executive holds (1) immediately prior to the Change of Control Date, if applicable, or (2), solely for purposes of Section 5(d), thirty (30) days prior to the Termination Date);

(D)the Company’s requiring Executive to be based at any office or location that is anywhere other than Executive’s principal place of employment (1) immediately prior to the Change of Control Date, if applicable, or (2), solely for purposes of Section 5(d), thirty (30) days prior to the Termination Date; or

(E)a material breach by the Company of any term or provisions of this Agreement;

provided that Executive has given notice thereof to the Company and the Company has not cured the Good Reason within thirty (30) days after receiving such notice.

(f)Severance Pay.

(i)If Executive’s employment hereunder is terminated at any time (A) by the Company without Cause or (B) by the Executive for Good Reason, then within five (5) business days after Executive’s Termination Date, the Company shall pay to Executive a lump sum amount equal to two (2) times the Salary (at the rate in effect as of the Termination Date), which lump sum shall not be pro-rated.

(ii)If Executive’s employment hereunder is terminated by Executive without Good Reason, then within five (5) business days after Executive’s Termination Date, the Company shall pay to Executive a lump sum amount equal to one (1) times the Salary (at the rate in effect as of the Termination Date), which lump sum shall not be pro-rated. For the avoidance of doubt, the severance payment pursuant to this Section 5(f)(ii) shall be payable upon the Executive’s retirement in accordance with Company policy.

(g)Retirement Compensation.

(i)If Executive’s employment is terminated for any reason other than Cause, the Company shall pay to Executive a lump sum amount equal to the amount by which (A) the product of (1) one-half multiplied by Executive’s average annual salary for the three (3) year period preceding the Termination Date times (2) the number of years (including any partial year) since May 1, 1993 (the “Retirement Compensation”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(g)(ii), 5(g)(iii) and 5(g)(iv). The lump sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The payment will be made to Executive within five (5) business days following the Termination Date.

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(ii)Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended, is terminated (the “Distribution Date”), the Company will distribute in a lump sum the amount of Retirement Compensation that would have been payable to Executive under Section 5(g)(i) as of the Distribution Date.

(iii)Within ninety (90) business days of the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on the Distribution Date and on a quarterly basis, thereafter (each a “Contribution Date”) the Company shall contribute to the trust (the “Retirement Trust”) for the benefit of Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(g)(i) if the Contribution Date was his Termination Date minus (B) the total of all contributions made to the Retirement Trust by the Company as of such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the thirty (30)-dayperiod beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii) an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the thirty (30)-day periods, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Code with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5(g)(iii), shall be payable to Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company’s creditors.

(iv)As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term “Assumed Taxes” shall mean the federal, state and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest federal and applicable state and local income and employment tax rates.

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(h)Certain Additional Payments by the Company.

(i)Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise and including, without limitation, any additional payments required under this Section 5(h)) (a “Payment”) would be subject to an excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make a payment to Executive (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains (or has had paid to the Internal Revenue Service on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rates of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local income taxes.

(ii)Subject to the provisions of paragraph (iii) of this Section 5(h) all determinations required to be made under this Section 5(h), including whether and when 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 Deloitte & Touche LLP (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) 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 of Control, Executive shall appoint another nationally recognized 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 5(h), shall be paid by the Company to Executive within five (5) 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 in 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”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(h) 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 or for the benefit of Executive.

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(iii)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 ten (10) daysafter Executive 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 thirty (30)-dayperiod 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:

(A)give the Company any information reasonably requested by the Company relating to such claim;

(B)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;

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

(D)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 5(h)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of 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 agrees 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 advance the amount of such payment to Executive, on an interest-free basis 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 advance or with respect to any imputed income with respect to such advance; and providedfurther that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive 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.

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(iv)If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(h)(iii), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 5(h)(iii)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(h)(iii), a determination is made that Executive shall not be 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 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(i)Restricted Stock Award. On July 31, 2006, the Company granted to the Executive, without payment by the Executive, 104,242 shares of restricted common stock of the Company (the “Restricted Stock”). The Restricted Stock was granted pursuant to and on the terms provided in the Company’s 2005 Long-Term Incentive Plan, as amended (the “Plan”), and, to the extent not inconsistent with the terms hereof, the applicable Restricted Stock Award Document (as defined in the Plan). The Restricted Stock granted to the Executive pursuant to this Section 5(i) will vest and become unrestricted ratably over a four-year period commencing on July 31, 2007, the first anniversary of the grant date, and on each anniversary thereafter, provided that the Executive is employed by the Company on each vesting date. In addition, the Restricted Stock will immediately become fully vested and unrestricted (i) immediately prior to a Change of Control, (ii) upon the Executive’s termination due to death or incapacity, (iii) upon the termination of the Executive’s employment by the Company without Cause, or (iv) upon the termination by the Executive with Good Reason. For the avoidance of doubt, all vesting of the Restricted Stock pursuant to this Section 5(i) shall be subject to the provisions of Sections 5(h) and 12 of this Agreement.

(j)Grantor Trust. If, at any time during the Employment Term the Board determines that a Change of Control is likely to occur, the Company hereby agrees to establish a grantor trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A of the Code. The grantor trust shall serve as a vehicle for accumulating assets to secure its potential obligations to the Executive in the event of a Change of Control. Notwithstanding the establishment of a trust, the Company’s obligation upon a Change of Control may be paid from the general assets of the Company or from assets of the trust. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditors.

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6.Amendments. No amendment to this Agreement or any schedule hereto shall be effective unless it shall be in writing and signed by each party hereto.

7.Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or sent by telecopy or three (3) days after being mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to it at:

BE Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention: General Counsel

If to Executive, to him at:

Thomas P. McCaffrey

4821 South Flagler Drive

West Palm Beach, FL 33405

8.Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties; provided, however, that this Agreement shall not supersede the Proprietary Rights Agreement dated as of the date hereof between Executive and the Company attached as Exhibit B which is incorporated herein by reference.

9.Withholding. Without limiting the effect of Sections 5(h) and 12, all payments made by the Company under this Agreement shall be reduced by any amounts in respect of income, social security, FICA and other similar taxes at the then-prevailing rates required to be withheld by the Company under applicable law.

10.Legal Fees. In the event of a dispute between the parties with respect to any payments due hereunder in connection with a Change of Control, the Company will pay the costs of any legal fees and related expenses incurred in connection with such dispute. Such costs and expenses shall be advanced to Executive currently as reasonably required to continue such action or proceeding.

11.Unfunded Status. This Agreement is intended to constitute an unfunded plan for incentive compensation. Except with respect to the Retirement Compensation, nothing contained herein shall give the Executive any rights that are greater than those of a general unsecured creditor of the Company. In its sole discretion, the Stock Option and Compensation Committee of the Board may authorize the creation of trusts, acquisition of life insurance policies or other arrangements to meet the obligations created under this Agreement.

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12.Section 409A.

(a)Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” as defined in Section 409A of the Code, he shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the first business day following the date which is six months after Executive’s termination of employment for any reason other than death or (ii) Executive’s date of death. The Company shall establish a trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 200-56, and fund any such payments that are deferred pursuant to this Section 12 that otherwise would be immediately payable to Executive. The provisions of this Section 12 shall only apply if required to comply with Section 409A of the Code.

(b)If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, or if any tax is imposed under such Section 409A on any payment to be received by Executive hereunder, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of the Company which consent shall not be unreasonably withheld, to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code. Executive agrees in good faith to consider any such reformation proposed by the Company.

(c)The provisions of Section 5(h) of this Agreement, mutatis mutandis, shall apply to any imposition of taxes on Executive under said Section 409A so that Executive shall be fully grossed up for the amount of, and shall not be adversely affected by, such taxes.

13.Miscellaneous.

(a)Enforceability. The invalidity and unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof. This Agreement may be executed in any number of counterparts which together shall constitute one instrument and shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of Florida.

(b)Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. This Agreement may be assigned by the Company. Executive may not assign or delegate Executive’s duties under this Agreement without the Company’s prior written approval.

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(c)Waiver. Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that Executive or the Company may have hereunder, including, without limitation, the right of Executive to terminate employment for Good Reason pursuant to Section 5(e) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Similarly, the waiver by any party hereto of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

(d)Survival. The provisions of Sections 4, 5, 6 and 7 through 13 inclusive hereof shall each survive any termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

EXECUTIVE

______________________________

BE AEROSPACE, INC.

______________________________

Exhibit A

Death Benefit Agreement

A-1

Exhibit B

Proprietary Rights Agreement

 B-1

EX-10.4

Exhibit 10.4

[STANDARD FORM OF RESTRICTED STOCK AWARD AGREEMENT]

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of ______________ (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of the Award. Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of ________________ restricted shares of Common Stock (the “Restricted Stock”), subject to adjustment as set forth in the Plan.

2. Incorporation of Plan. The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions. This Award Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern. Defined terms used herein without definition shall have the meanings ascribed thereto in the Plan.

3. Vesting Schedule. Unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement, twenty-five percent (25%) of the shares of Restricted Stock shall vest and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 on each of the first, second, third and fourth anniversaries of the Date of Grant.

4. Termination of Employment. In the event of the Participant’s termination of employment with the Company prior to the vesting of all shares of Restricted Stock hereunder for any reason other than death or Disability, all unvested shares of Restricted Stock shall be cancelled immediately without consideration as of the date of such termination.

5. Death or Disability. If, prior to the vesting of all shares of Restricted Stock hereunder, the Participant’s employment with the Company terminates due to death or Disability, all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7.

6. Change in Control. Upon a Change in Control prior to the vesting of all shares of Restricted Stock hereunder, all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7.

7. Nontransferability of Restricted Stock. Unless otherwise determined by the Committee, the Restricted Stock may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the Restricted Stock, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee. Any shares of Restricted Stock transferred to a charitable institution may not be further transferable without the Committee’s approval and any shares of Restricted Stock transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

8. Rights as a Stockholder. The Participant shall have, with respect to the Restricted Stock, all the rights of a stockholder of the Company, including, if applicable, the right to vote the Restricted Stock and to receive any dividends or other distributions, subject to the restrictions set forth in the Plan and this Award Agreement.

9. Dividends and Distributions. Any cash, Common Stock or other securities of the Company or other consideration received by the Participant as a result of a distribution to holders of Restricted Stock or as a dividend on the Restricted Stock shall be subject to the same restrictions as the Restricted Stock, and all references to Restricted Stock hereunder shall be deemed to include such cash, Common Stock or other securities or consideration.

10. Legend on Certificates. The Committee may cause a legend or legends to be put on certificates representing the Common Stock underlying the Restricted Stock to make appropriate reference to such restrictions as the Committee may deem advisable under the Plan or as may be required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange that lists the Common Stock, and any applicable federal or state laws.

11. Conditions to Delivery of Common Stock Certificates. The Company shall not be required to deliver any certificate or certificates for shares of Common Stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee determines to be necessary or advisable; and

(b) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience.

12. Physical Custody. The Restricted Stock may be issued in certificate form or electronically in “book entry”. The Secretary of the Company or such other representative as the Committee may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under this Award Agreement with respect to the shares evidenced by such certificate expire or are removed. In no event shall the Participant retain physical custody of any certificates representing unvested Restricted Stock assigned to Participant.

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13. No Entitlements.

(a) No Right to Continued Employment. This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i) alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with Section 3) or (iii) be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

(b) No Right to Future Awards. This award of Restricted Stock and all other equity-based awards under the Plan are discretionary. This award does not confer on the Participant any right or entitlement to receive another award of Restricted Stock or any other equity-based award at any time in the future or in respect of any future period.

(c) No Effect on Future Employment Compensation. The Company has made this award of Restricted Stock to the Participant in its sole discretion. This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation. In addition, this award of Restricted Stock is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

14. Taxes and Withholding. No later than the date as of which an amount with respect to the Restricted Stock first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company to deliver the certificates for shares of Common Stock under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding shares of Common Stock to be delivered upon vesting.

15. Section 83(b) Election. If, within 30 days of the Date of Grant, the Participant makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service.

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16. Securities Laws. In connection with the grant or vesting of the Restricted Stock the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

17. Miscellaneous Provisions.

(a) Notices. Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications. Any such notice shall be deemed effective upon receipt thereof by the addressee.

(b) Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

(c) Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d) Entire Agreement. This Award Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(e) Amendments. The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the Restricted Stock is not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 17(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.

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(f) Successor. Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7.

(g) Choice of Law. Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

BE AEROSPACE, INC.
By:
	Name: Amin Khoury
	Title: Chairman of the Board

5

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income for 2006 the amount of any compensation taxable in connection with the taxpayer’s receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the undersigned are:

TAXPAYER’S NAME:

SPOUSE’S NAME:

TAXPAYER’S SOCIAL SECURITY NO.:

SPOUSE’S SOCIAL SECURITY NO.:

TAXABLE YEAR:

ADDRESS:

2. The property which is the subject of this election is shares of Common Stock of BE Aerospace, Inc.

3. The property was transferred to the undersigned on

4. The property is subject to the following restrictions: The shares of Common Stock are subject to cancellation if unvested as of the date of termination of service other than for death or disability and are nontransferable until vested.

5. The fair market value of the property at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is: $ per share x ________ shares = $ _________.

6. The undersigned paid $ per share x ________ shares for the property transferred or a total of $

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The undersigned taxpayer is the person performing the services in connection with the transfer of said property.

The undersigned will file this election with the Internal Revenue Service office to which he files his annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his income tax return for the taxable year in which the property is transferred. The undersigned understands that this election will also be effective as an election under ___________ law.

Dated:
	Taxpayer

The undersigned spouse of taxpayer joins in this election.
Dated:
	Spouse of Taxpayer

6

EX-10.5

Exhibit 10.5

[FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR AMIN J. KHOURY]

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 15, 2006 (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Amin J. Khoury (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of the Award. Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of _____ restricted shares of Common Stock (the “Restricted Stock”), subject to adjustment as set forth in the Plan.

2. Incorporation of Plan. The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions. This Award Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern. Defined terms used herein without definition shall have the meanings ascribed thereto in the Plan.

3. Vesting Schedule. Unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement, twenty-five percent (25%) of the shares of Restricted Stock shall vest and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 on each of the first, second, third and fourth anniversaries of the Date of Grant, provided in each case that on such date the Participant is employed by the Company or rendering consulting services to the Company pursuant to Section 7.7 of the employment agreement between the Company and the Participant dated April 27, 2007 ( the “Employment Agreement”).

4. Resignation without Good Reason. In the event that prior to vesting in accordance with Section 3, the Participant resigns his employment with the Company without Good Reason (as defined in the Employment Agreement) and does not render (or ceases rendering) consulting services to the Company pursuant to Section 7.7 of the Employment Agreement, all unvested shares of Restricted Stock shall be cancelled immediately without consideration as of the date (i) the participant’s employment terminates or (ii) the participant ceases rendering consulting services, as applicable.

5. Death; Incapacity; Termination by the Company; Resignation for Good Reason. If, prior to the vesting of all shares of Restricted Stock hereunder, the Participant’s employment with the Company (i) terminates due to the participant’s death or Incapacity (as defined in the Employment Agreement), (ii) is terminated by the Company for any reason or (iii) is terminated by the Executive for Good Reason (as defined in the Employment Agreement), all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 of this Award Agreement.

6. Change in Control. Immediately prior to a Change in Control (as defined in the Employment Agreement), all of the shares of Restricted Stock (that have not yet vested pursuant to Sections 3 or 5 hereof) shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 of this Award Agreement.

7. Nontransferability of Restricted Stock. Unless otherwise determined by the Committee, the Restricted Stock may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the Restricted Stock, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee. Any shares of Restricted Stock transferred to a charitable institution may not be further transferable without the Committee’s approval and any shares of Restricted Stock transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

8. Rights as a Stockholder. The Participant shall have, with respect to the Restricted Stock, all the rights of a stockholder of the Company, including, if applicable, the right to vote the Restricted Stock and to receive any dividends or other distributions, subject to the restrictions set forth in the Plan and this Award Agreement.

9. Dividends and Distributions. Any cash, Common Stock or other securities of the Company or other consideration received by the Participant as a result of a distribution to holders of Restricted Stock or as a dividend on the Restricted Stock shall be subject to the same restrictions as the Restricted Stock, and all references to Restricted Stock hereunder shall be deemed to include such cash, Common Stock or other securities or consideration.

10. Legend on Certificates. The Committee may cause a legend or legends to be put on certificates representing the Common Stock underlying the Restricted Stock to make appropriate reference to such restrictions as the Committee may deem advisable under the Plan or as may be required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange that lists the Common Stock, and any applicable federal or state laws.

2

11. Conditions to Delivery of Common Stock Certificates. The Company shall not be required to deliver any certificate or certificates for shares of Common Stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee determines to be necessary or advisable; and

(b) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience.

12. Physical Custody. The Restricted Stock may be issued in certificate form or electronically in “book entry”. The Secretary of the Company or such other representative as the Committee may appoint shall retain physical custody of each certificate representing the Restricted Stock until all of the restrictions imposed under this Award Agreement with respect to the shares evidenced by such certificate expire or are removed. In no event shall the Participant retain physical custody of any certificates representing unvested Restricted Stock assigned to Participant.

13. No Entitlements.

(a) No Right to Continued Employment. This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i) alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date of Grant and the applicable vesting date in accordance with Section 3) or (iii) be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

(b) No Right to Future Awards. This award of Restricted Stock and all other equity-based awards under the Plan are discretionary. This award does not confer on the Participant any right or entitlement to receive another award of Restricted Stock or any other equity-based award at any time in the future or in respect of any future period.

(c) No Effect on Future Employment Compensation. The Company has made this award of Restricted Stock to the Participant in its sole discretion. This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation. In addition, this award of Restricted Stock is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

14. Taxes and Withholding. No later than the date as of which an amount with respect to the Restricted Stock first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company to deliver the certificates for shares of Common Stock under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding shares of Common Stock to be delivered upon vesting.

3

15. Securities Laws. In connection with the grant or vesting of the Restricted Stock the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

16. Miscellaneous Provisions.

(a) Notices. Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications. Any such notice shall be deemed effective upon receipt thereof by the addressee.

(b) Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

(c) Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d) Entire Agreement. This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(e) Amendments. The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the Restricted Stock is not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 16(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.

4

(f) Successor. Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7.

(g) Choice of Law. Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

BE AEROSPACE, INC.
By:
	Name: [ __________ ]
	Title:  [ __________ ]

5

EX-10.6

Exhibit 10.6

[FORM OF RESTRICTED STOCK AWARD AGREEMENT

FOR THOMAS P. McCAFFREY]

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of _______________ (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Thomas P. McCaffrey (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of the Award. Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of _______ restricted shares of Common Stock (the “Restricted Stock”), subject to adjustment as set forth in the Plan.

2. Incorporation of Plan. The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions. This Award Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern. Defined terms used herein without definition shall have the meanings ascribed thereto in the Plan.

3. Vesting Schedule. Unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement, twenty-five percent (25%) of the shares of Restricted Stock shall vest and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 on each of the first, second, third and fourth anniversaries of the Date of Grant.

4. Termination by the Company for Cause; Resignation without Good Reason. In the event the Participant’s employment is terminated by the Company for Cause or the Participant resigns his employment without Good Reason (each as defined in the employment agreement between the Company and the Participant dated April 27, 2007 (the “Employment Agreement”)) all unvested shares of Restricted Stock shall be cancelled immediately without consideration as of the date of such termination.

5. Death; Incapacity; Termination by the Company without Cause; Resignation for Good Reason. If, prior to the vesting of all shares of Restricted Stock hereunder, the Participant’s employment with the Company (i) terminates due to the participant’s death or Incapacity (as defined the Employment Agreement), (ii) is terminated by the Company without Cause or (iii) is terminated by the Executive for Good Reason (as defined in the Employment Agreement), all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 of this Award Agreement.

1

6. Change in Control. Immediately prior to a Change in Control (as defined in the Employment Agreement), all of the shares of Restricted Stock (that have not yet vested pursuant to Sections 3 or 5 hereof) shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 of this Award Agreement.

7. Nontransferability of Restricted Stock. Unless otherwise determined by the Committee, the Restricted Stock may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the Restricted Stock, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee. Any shares of Restricted Stock transferred to a charitable institution may not be further transferable without the Committee’s approval and any shares of Restricted Stock transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

8. Rights as a Stockholder. The Participant shall have, with respect to the Restricted Stock, all the rights of a stockholder of the Company, including, if applicable, the right to vote the Restricted Stock and to receive any dividends or other distributions, subject to the restrictions set forth in the Plan and this Award Agreement.

9. Dividends and Distributions. Any cash, Common Stock or other securities of the Company or other consideration received by the Participant as a result of a distribution to holders of Restricted Stock or as a dividend on the Restricted Stock shall be subject to the same restrictions as the Restricted Stock, and all references to Restricted Stock hereunder shall be deemed to include such cash, Common Stock or other securities or consideration.

10. Legend on Certificates. The Committee may cause a legend or legends to be put on certificates representing the Common Stock underlying the Restricted Stock to make appropriate reference to such restrictions as the Committee may deem advisable under the Plan or as may be required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange that lists the Common Stock, and any applicable federal or state laws.

11. Conditions to Delivery of Common Stock Certificates. The Company shall not be required to deliver any certificate or certificates for shares of Common Stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee determines to be necessary or advisable; and

(b) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience.

2

12. Physical Custody. The Restricted Stock may be issued in certificate form or electronically in “book entry”. The Secretary of the Company or such other representative as the Committee may appoint shall retain physical custody of each certificate representing the Restricted Stock until all of the restrictions imposed under this Award Agreement with respect to the shares evidenced by such certificate expire or are removed. In no event shall the Participant retain physical custody of any certificates representing unvested Restricted Stock assigned to Participant.

13. No Entitlements.

(a) No Right to Continued Employment. This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i) alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with Section 3) or (iii) be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

(b) No Right to Future Awards. This award of Restricted Stock and all other equity-based awards under the Plan are discretionary. This award does not confer on the Participant any right or entitlement to receive another award of Restricted Stock or any other equity-based award at any time in the future or in respect of any future period.

(c) No Effect on Future Employment Compensation. The Company has made this award of Restricted Stock to the Participant in its sole discretion. This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation. In addition, this award of Restricted Stock is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

14. Taxes and Withholding. No later than the date as of which an amount with respect to the Restricted Stock first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company to deliver the certificates for shares of Common Stock under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding shares of Common Stock to be delivered upon vesting.

3

15. Securities Laws. In connection with the grant or vesting of the Restricted Stock the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

16. Miscellaneous Provisions.

(a) Notices. Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications. Any such notice shall be deemed effective upon receipt thereof by the addressee.

(b) Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

(c) Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d) Entire Agreement. This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(e) Amendments. The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the Restricted Stock is not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 16(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.

4

(f) Successor. Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7.

(g) Choice of Law. Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

BE AEROSPACE, INC.
By:
	Name: Amin Khoury
	Title: Chairman of the Board

5

EX-10.7

Exhibit 10.7

[FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR MICHAEL B. BAUGHAN]

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of _______________ (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Michael B. Baughan (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of the Award. Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of _______ restricted shares of Common Stock (the “Restricted Stock”), subject to adjustment as set forth in the Plan.

2. Incorporation of Plan. The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions. This Award Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern. Defined terms used herein without definition shall have the meanings ascribed thereto in the Plan.

3. Vesting Schedule. Unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement, twenty-five percent (25%) of the shares of Restricted Stock shall vest and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 on each of the first, second, third and fourth anniversaries of the Date of Grant.

4. Resignation; Termination by the Company for Cause. In the event the Participant resigns his employment with the Company or the Participant’s employment is terminated by the Company for Cause (as defined in the employment agreement between the Company and the Participant dated April 27, 2007 (the “Employment Agreement”)) all unvested shares of Restricted Stock shall be cancelled immediately without consideration as of the date of such termination.

5. Death; Incapacity or Termination by the Company. If, prior to the vesting of all shares of Restricted Stock hereunder, the Participant’s employment with the Company (i) terminates due to the participant’s death or Incapacity (as defined in the Employment Agreement) or (ii) is terminated by the Company without Cause, all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 of this Award Agreement.

6. Change in Control. Upon a Change in Control, all of the shares of Restricted Stock (that have not yet vested pursuant to Sections 3 or 5 hereof) shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 of this Award Agreement.

7. Nontransferability of Restricted Stock. Unless otherwise determined by the Committee, the Restricted Stock may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the Restricted Stock, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee. Any shares of Restricted Stock transferred to a charitable institution may not be further transferable without the Committee’s approval and any shares of Restricted Stock transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

8. Rights as a Stockholder. The Participant shall have, with respect to the Restricted Stock, all the rights of a stockholder of the Company, including, if applicable, the right to vote the Restricted Stock and to receive any dividends or other distributions, subject to the restrictions set forth in the Plan and this Award Agreement.

9. Dividends and Distributions. Any cash, Common Stock or other securities of the Company or other consideration received by the Participant as a result of a distribution to holders of Restricted Stock or as a dividend on the Restricted Stock shall be subject to the same restrictions as the Restricted Stock, and all references to Restricted Stock hereunder shall be deemed to include such cash, Common Stock or other securities or consideration.

10. Legend on Certificates. The Committee may cause a legend or legends to be put on certificates representing the Common Stock underlying the Restricted Stock to make appropriate reference to such restrictions as the Committee may deem advisable under the Plan or as may be required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange that lists the Common Stock, and any applicable federal or state laws.

11. Conditions to Delivery of Common Stock Certificates. The Company shall not be required to deliver any certificate or certificates for shares of Common Stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee determines to be necessary or advisable; and

(b) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience.

12. Physical Custody. The Restricted Stock may be issued in certificate form or electronically in “book entry”. The Secretary of the Company or such other representative as the Committee may appoint shall retain physical custody of each certificate representing the Restricted Stock until all of the restrictions imposed under this Award Agreement with respect to the shares evidenced by such certificate expire or are removed. In no event shall the Participant retain physical custody of any certificates representing unvested Restricted Stock assigned to Participant.

2

13. No Entitlements.

(a) No Right to Continued Employment. This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i) alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with Section 3) or (iii) be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

(b) No Right to Future Awards. This award of Restricted Stock and all other equity-based awards under the Plan are discretionary. This award does not confer on the Participant any right or entitlement to receive another award of Restricted Stock or any other equity-based award at any time in the future or in respect of any future period.

(c) No Effect on Future Employment Compensation. The Company has made this award of Restricted Stock to the Participant in its sole discretion. This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation. In addition, this award of Restricted Stock is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

14. Taxes and Withholding. No later than the date as of which an amount with respect to the Restricted Stock first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company to deliver the certificates for shares of Common Stock under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding shares of Common Stock to be delivered upon vesting.

3

15. Securities Laws. In connection with the grant or vesting of the Restricted Stock the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

16. Miscellaneous Provisions.

(a) Notices. Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications. Any such notice shall be deemed effective upon receipt thereof by the addressee.

(b) Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

(c) Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d) Entire Agreement. This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(e) Amendments. The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the Restricted Stock is not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 16(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.

4

(f) Successor. Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7.

(g) Choice of Law. Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

BE AEROSPACE, INC.
By:
	Name: Amin Khoury
	Title: Chairman of the Board

5

EX-10.8

Exhibit 10.8

[FORM OF RESTRICTED STOCK AWARD AGREEMENT

FOR ROBERT A. MARCHETTI]

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of ______________ (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Robert A. Marchetti (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of the Award. Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of ________________ restricted shares of Common Stock (the “Restricted Stock”), subject to adjustment as set forth in the Plan.

2. Incorporation of Plan. The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions. This Award Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern. Defined terms used herein without definition shall have the meanings ascribed thereto in the Plan.

3. Vesting Schedule. Unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement, fifty percent (50%) of the shares of Restricted Stock shall vest and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 on each of the first and second anniversaries of the Date of Grant.

4. Termination of Employment. In the event of the Participant’s termination of employment with the Company prior to the vesting of all shares of Restricted Stock hereunder for any reason other than death or Disability, all unvested shares of Restricted Stock shall be cancelled immediately without consideration as of the date of such termination.

5. Death or Disability. If, prior to the vesting of all shares of Restricted Stock hereunder, the Participant’s employment with the Company terminates due to death or Disability, all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7.

6. Change in Control. Upon a Change in Control prior to the vesting of all shares of Restricted Stock hereunder, all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7.

7. Nontransferability of Restricted Stock. Unless otherwise determined by the Committee, the Restricted Stock may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the Restricted Stock, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee. Any shares of Restricted Stock transferred to a charitable institution may not be further transferable without the Committee’s approval and any shares of Restricted Stock transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

8. Rights as a Stockholder. The Participant shall have, with respect to the Restricted Stock, all the rights of a stockholder of the Company, including, if applicable, the right to vote the Restricted Stock and to receive any dividends or other distributions, subject to the restrictions set forth in the Plan and this Award Agreement.

9. Dividends and Distributions. Any cash, Common Stock or other securities of the Company or other consideration received by the Participant as a result of a distribution to holders of Restricted Stock or as a dividend on the Restricted Stock shall be subject to the same restrictions as the Restricted Stock, and all references to Restricted Stock hereunder shall be deemed to include such cash, Common Stock or other securities or consideration.

10. Legend on Certificates. The Committee may cause a legend or legends to be put on certificates representing the Common Stock underlying the Restricted Stock to make appropriate reference to such restrictions as the Committee may deem advisable under the Plan or as may be required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange that lists the Common Stock, and any applicable federal or state laws.

11. Conditions to Delivery of Common Stock Certificates. The Company shall not be required to deliver any certificate or certificates for shares of Common Stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee determines to be necessary or advisable; and

(b) The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience.

12. Physical Custody. The Restricted Stock may be issued in certificate form or electronically in “book entry”. The Secretary of the Company or such other representative as the Committee may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under this Award Agreement with respect to the shares evidenced by such certificate expire or are removed. In no event shall the Participant retain physical custody of any certificates representing unvested Restricted Stock assigned to Participant.

2

13. No Entitlements.

(a) No Right to Continued Employment. This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i) alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with Section 3) or (iii) be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

(b) No Right to Future Awards. This award of Restricted Stock and all other equity-based awards under the Plan are discretionary. This award does not confer on the Participant any right or entitlement to receive another award of Restricted Stock or any other equity-based award at any time in the future or in respect of any future period.

(c) No Effect on Future Employment Compensation. The Company has made this award of Restricted Stock to the Participant in its sole discretion. This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation. In addition, this award of Restricted Stock is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

14. Taxes and Withholding. No later than the date as of which an amount with respect to the Restricted Stock first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company to deliver the certificates for shares of Common Stock under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding shares of Common Stock to be delivered upon vesting.

15. Section 83(b) Election. If, within 30 days of the Date of Grant, the Participant makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service.

3

16. Securities Laws. In connection with the grant or vesting of the Restricted Stock the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

17. Miscellaneous Provisions.

(a) Notices. Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications. Any such notice shall be deemed effective upon receipt thereof by the addressee.

(b) Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

(c) Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d) Entire Agreement. This Award Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(e) Amendments. The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent. Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the Restricted Stock is not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give written notice to the Participant in accordance with Section 17(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.

4

(f) Successor. Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7.

(g) Choice of Law. Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

BE AEROSPACE, INC.
By:
	Name: Amin Khoury
	Title: Chairman of the Board

5

EX-31.1

BE AEROSPACE, INC.

EXHIBIT 31.1

CERTIFICATIONS

I, Amin J. Khoury, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BE Aerospace, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2007	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and Chief Executive Officer

EX-31.2

BE AEROSPACE, INC.

EXHIBIT 31.2

CERTIFICATIONS

I, Thomas P. McCaffrey, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BE Aerospace, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2007	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President of Administration
		and Chief Financial Officer

EX-32.1

BE AEROSPACE, INC.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BE Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amin J. Khoury, Chief Executive Officer of the Company, certify that to the best of my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2007	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and Chief Executive Officer

EX-32.2

BE AEROSPACE, INC.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BE Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas P. McCaffrey, Senior Vice President of Administration and Chief Financial Officer of the Company, certify that to the best of my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2007	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President of Administration
		and Chief Financial Officer