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 June 30, 2013

Commission File No. 0-18348

B/E 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 33414-2105

(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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X]  NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer (do not check if a smaller reporting company) [ ] Smaller reporting company [ ]

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 104,790,494 shares were outstanding as of July 23, 2013.

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B/E AEROSPACE, INC.

Form 10-Q for the Quarter Ended June 30, 2013

Table of Contents

			Page
Part I	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets
		as of June 30, 2013 and December 31, 2012	3
		Condensed Consolidated Statements of Earnings
		and Comprehensive Income for the Three Months and
		Six Months Ended June 30, 2013 and 2012	4
		Condensed Consolidated Statements of Cash Flows for the
		Six Months Ended June 30, 2013 and 2012	5
		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		22
Item 4.	Controls and Procedures		22
Part II	Other Information
Item 5.	Other Information		23
Item 6.	Exhibits		24
Signatures			25

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PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

B/E AEROSPACE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Millions, Except Share Data)

	June 30,			December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	572.4		$	513.7
Accounts receivable – trade, less allowance for doubtful
accounts ($10.0 at June 30, 2013 and $12.1 at December 31, 2012)		463.8			401.7
Inventories		1,865.6			1,752.9
Deferred income taxes		30.1			42.4
Other current assets		57.8			55.9
Total current assets		2,989.7			2,766.6
Property and equipment, net of accumulated depreciation
($275.1 at June 30, 2013 and $255.1 at December 31, 2012)		336.4			302.9
Goodwill		1,484.8			1,484.2
Identifiable intangible assets		465.2			484.5
Other assets		68.8			68.2
	$	5,344.9		$	5,106.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	354.4		$	286.2
Accrued liabilities		459.4			474.2
Current maturities of long-term debt		-			0.3
Total current liabilities		813.8			760.7
Long-term debt		1,959.8			1,960.2
Deferred income taxes		149.7			144.1
Other non-current liabilities		72.9			62.5
Commitments, contingencies and off-balance sheet
arrangements (Note 8)
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; 105.4 million shares issued as of June 30, 2013
and 105.4 million shares issued as of December 31, 2012		1.1			1.1
Additional paid-in capital		1,670.7			1,652.2
Retained earnings		740.0			557.7
Accumulated other comprehensive loss		(63.1	)		(32.1	)
Total stockholders’ equity		2,348.7			2,178.9
	$	5,344.9		$	5,106.4

See accompanying notes to condensed consolidated financial statements.

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B/E AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In Millions, Except Per Share Data)

	THREE MONTHS ENDED						SIX MONTHS ENDED
	June 30,			June 30,			June 30,			June 30,
	2013			2012			2013			2012
Revenues	$	850.3		$	768.1		$	1,692.5		$	1,515.4
Cost of sales		523.5			474.8			1,046.6			938.6
Selling, general and administrative		117.3			109.8			229.5			217.1
Research, development and engineering		50.8			45.7			104.1			92.1
Operating earnings		158.7			137.8			312.3			267.6
Operating earnings, as percentage
of revenues		18.7	%		17.9	%		18.5	%		17.7	%
Interest expense		30.5			33.2			61.1			61.6
Earnings before income taxes		128.2			104.6			251.2			206.0
Income taxes		35.8			33.4			68.9			66.0
Net earnings		92.4			71.2			182.3			140.0
Other comprehensive income (loss):
Foreign currency translation
adjustment and other		7.7			(20.9	)		(31.0	)		(5.6	)
Comprehensive income	$	100.1		$	50.3		$	151.3		$	134.4
Net earnings per common share:
Basic	$	0.90		$	0.70		$	1.77		$	1.37
Diluted	$	0.89		$	0.69		$	1.76		$	1.36
Weighted average common shares:
Basic		103.1			102.0			103.1			102.0
Diluted		103.9			102.6			103.8			102.6

See accompanying notes to condensed consolidated financial statements.

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B/E AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Millions)

	SIX MONTHS ENDED
	June 30,			June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	182.3		$	140.0
Adjustments to reconcile net earnings to net cash flows provided
by operating activities, net of effects from acquisitions:
Depreciation and amortization		42.5			35.1
Deferred income taxes		18.6			48.3
Non-cash compensation		11.8			12.5
Provision for doubtful accounts		0.9			2.2
Loss on disposal of property and equipment		0.8			0.6
Tax benefits realized from employee stock options
and restricted stock exercised in prior periods		(3.8	)		(3.0	)
Changes in operating assets and liabilities:
Accounts receivable		(68.7	)		(70.6	)
Inventories		(124.5	)		(121.2	)
Other current and non-current assets		(3.9	)		(23.3	)
Accounts payable and accrued liabilities		73.4			104.3
Net cash provided by operating activities		129.4			124.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(67.8	)		(53.4	)
Acquisitions, net of cash acquired		(3.5	)		(407.1	)
Other		-			(0.2	)
Net cash used in investing activities		(71.3	)		(460.7	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued		3.3			2.7
Purchase of treasury stock		(0.4	)		(0.3	)
Tax benefits realized from employee stock options
and restricted stock exercised in prior periods		3.8			3.0
Borrowings on line of credit		-			215.0
Repayments on line of credit		-			(215.0	)
Proceeds from long-term debt		-			500.0
Principal payments on long-term debt		(0.3	)		(0.3	)
Debt origination costs		-			(9.8	)
Net cash provided by financing activities		6.4			495.3
Effect of foreign exchange rate changes on cash and cash equivalents		(5.8	)		0.6
Net increase in cash and cash equivalents		58.7			160.1
Cash and cash equivalents, beginning of period		513.7			303.5
Cash and cash equivalents, end of period	$	572.4		$	463.6
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest	$	59.1		$	34.3
Income taxes		45.9			36.2
Supplemental schedule of noncash investing activities:
Accrued property additions	$	11.7		$	2.2

See accompanying notes to condensed consolidated financial statements.

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B/E AEROSPACE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - In Millions, Except Per Share Data)

Note 1.                  Basis of Presentation

The accompanying unaudited 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 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 B/E Aerospace, Inc. (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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.                   Recent Accounting Pronouncements

 In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. The ASU requires an entity to report, either on the face of the income statement or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the income statement if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. The adoption of ASU 2013-02, effective January 1, 2013, did not impact the Company’s consolidated financial statements as there were no reclassifications out of accumulated other comprehensive income during the period.

Note 3.                  Business Combinations

During 2012, the Company completed two acquisitions for a net aggregate purchase price of approximately $649.7 in cash (“2012 Acquisitions”). The 2012 Acquisitions were accounted for as purchases under FASB Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the 2012 Acquisitions have been reflected in the accompanying condensed consolidated balance sheets as of June 30, 2013 and December 31, 2012, and the results of operations for the 2012 Acquisitions are included in the accompanying condensed consolidated statements of earnings and comprehensive income from the respective dates of acquisition.

On January 30, 2012, the Company acquired 100% of the outstanding stock of UFC Aerospace Corp. (“UFC”), a provider of complex supply chain management and inventory logistics solutions, for a net purchase price of $404.7.

On July 26, 2012, the Company acquired 100% of Interturbine Aviation Logistics GmbH, Interturbine Logistics Solutions GmbH and Interturbine Technologies GmbH (collectively “Interturbine”), a provider of material management logistical services to global airlines and maintenance, repair and overhaul (“MRO”) providers, for a net purchase price of $245.0. Interturbine’s product range includes chemicals, lubricants, hydraulic fluids, adhesives, coatings and composites. Interturbine also supplies fasteners, cables and wires, electronic components, electrical and electromechanical materials, tools, hot bonding equipment and ground equipment to its primary customer base of airlines and MRO providers globally.

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The Company completed its evaluation and allocation of the purchase price for the UFC acquisition during the period ended December 31, 2012. The Company completed its evaluation and allocation of the purchase price for the Interturbine acquisition during the three months ended March 31, 2013 which resulted in a $4.6 increase in goodwill.

The following table summarizes the fair values of assets acquired and liabilities assumed in the UFC and Interturbine acquisitions in accordance with ASC 805, which are recorded based on management’s estimates as follows:

Accounts receivable-trade	$	44.1
Inventories		95.6
Other current and non-current assets		16.7
Property and equipment		4.4
Goodwill		462.9
Identified intangibles		114.3
Accounts payable		(20.4	)
Other current and non-current liabilities		(67.9	)
Total purchase price	$	649.7

The majority of the goodwill and other intangible assets related to the UFC acquisition is expected to be deductible for tax purposes. None of the goodwill and other intangible assets related to the Interturbine acquisition is expected to be deductible for tax purposes.

Consolidated unaudited pro forma revenues, net earnings and net earnings per diluted share, giving effect to the UFC and Interturbine acquisitions for the three and six month periods ended June 30, 2012, as if they had occurred on January 1, 2012, were $798.8, $73.1, and $0.71, and $1,592.7, $145.0 and $1.41, respectively. The Company has begun transferring legacy UFC and Interturbine customers into its consumables management segment systems. As a result, it is not practicable to report stand-alone revenues and operating earnings of the acquired businesses since the respective acquisition dates.

Note 4.                  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. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and inventory items with long procurement cycles, some of which are not expected to be realized within one year. Work-in-process inventories include costs and estimated earnings in excess of billings on uncompleted contracts and excess over average costs on long-term contracts. Finished goods inventories primarily consist of aerospace fasteners. Inventories consist of the following:

	June 30, 2013		December 31, 2012
Purchased materials and component parts	$	217.6	$	186.3
Work-in-process		425.7		371.8
Finished goods		1,222.3		1,194.8
	$	1,865.6	$	1,752.9

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Note 5.                  Goodwill and Intangible Assets

The table below sets forth the intangible assets by major asset class, all of which were acquired through business purchase transactions:

		June 30, 2013
	Useful					Net
	Life	Original		Accumulated		Book
	(Years)	Cost		Amortization		Value
Customer contracts and relationships	8-30	$	409.2	$	74.2	$	335.0
Acquired technologies	9-34		126.7		52.2		74.5
Replacement parts annuity and product approvals	16-22		26.3		24.1		2.2
Technical qualifications, plans and drawings	15-22		26.8		23.2		3.6
Trademarks and patents	2-20		22.4		14.9		7.5
Covenants not to compete	3-5		3.3		1.2		2.1
Trade names	Indefinite		40.3		-		40.3
		$	655.0	$	189.8	$	465.2

Amortization expense associated with identifiable intangible assets was approximately $7.4 and $6.9 for the three month periods ended June 30, 2013 and 2012, respectively and $15.1 and $13.8 for the six month periods ended June 30, 2013 and 2012, respectively. The Company currently expects to recognize amortization expense of approximately $30 in each of the next five fiscal years. The future amortization amounts are estimates. Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods or other factors. The Company expenses costs to renew or extend the term of a recognized intangible asset. Goodwill increased $0.6 during the six months ended June 30, 2013, primarily as a result of the aforementioned adjustment to the Interturbine purchase price allocation, partially offset by foreign currency translations.

Note 6.                  Long-Term Debt

In March 2012, the Company issued $500.0 aggregate principal amount of 5.25% senior notes due 2022 (the “5.25% Notes”), in an offering pursuant to the Securities Act of 1933, as amended. The notes are senior unsecured debt obligations of the Company. In July 2012, the Company issued $800.0 additional 5.25% Notes, at an effective yield of 4.9% as an add-on to the existing 5.25% Notes. During 2012, the Company redeemed $600.0 of its 8.5% senior unsecured notes due 2018 (the “8.5% Notes”). The Company incurred a loss on debt extinguishment of $82.1 related to unamortized debt issue costs and fees and expenses related to the repurchase of its 8.5% Notes.

As of June 30, 2013, long-term debt consisted of $1,300.0 aggregate principal amount ($1,314.4 inclusive of original issue premium) of its 5.25% Notes, which had an effective yield of approximately 5.0%, and $650.0 aggregate principal amount ($645.4 net of original issue discount) of 6.875% senior unsecured notes due 2020 (the “6.875% Notes). The Company also has a $950.0 revolving credit facility pursuant to an amended and restated credit agreement dated as of August 3, 2012, (the “Revolving Credit Facility”), none of which was drawn at June 30, 2013.

Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate (“LIBOR”) (as defined in the Revolving Credit Facility) plus 200 basis points or Prime (as defined in the Revolving Credit Facility) plus 100 basis points. If drawn, as of June 30, 2013, the rate under the Revolving Credit Facility would have been approximately 2.27%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $10.0 at June 30, 2013.

The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.0 to 1 and a total leverage ratio covenant (as defined therein) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined therein). The Revolving 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 June 30, 2013.

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Note 7.                  Fair Value Measurements

All financial instruments are carried at amounts that approximate estimated fair value. The fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. Assets measured at fair value are categorized based upon the lowest level of significant input to the valuations.

Level 1 – quoted prices in active markets for identical assets and liabilities.

Level 2 – quoted prices for identical assets and liabilities in markets that are not active, or observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 – unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

The carrying amounts of cash and cash equivalents (which the Company classifies as Level 1 assets), accounts receivable – trade and accounts payable represent their respective fair values due to their short- term nature. There was no debt outstanding under the Revolving Credit Facility as of June 30, 2013. The fair value of the Company’s senior notes, based on market prices for publicly-traded debt (which the Company classifies as Level 2 inputs), was $2,004.1 and $2,103.8 as of June 30, 2013 and December 31, 2012, respectively.

Note 8.                 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 sheets. At June 30, 2013, future minimum lease payments under these arrangements approximated $323.9, the majority of which related to long-term real estate leases.

Litigation – The Company is a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate, are likely to result in a material adverse effect on the Company’s condensed consolidated financial statements.

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. Many 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 that 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.

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Note 9.                  Accounting for Stock-Based Compensation

The Company has a Long Term Incentive Plan (“LTIP”) under which the Company’s Compensation Committee has the authority to grant stock options, stock appreciation rights, restricted stock, restricted stock units or other forms of equity-based or equity-related awards.

Compensation cost generally is recognized on a straight-line basis over the vesting period of the shares. Share-based compensation of $5.6 and $11.1, and $6.0 and $11.8 was recognized during the three and six month periods ended June 30, 2013 and 2012, respectively, related to the equity grants made pursuant to the LTIP. Unrecognized compensation expense related to equity grants, including the estimated impact of any future forfeitures, was $40.0 at June 30, 2013.

The Company has established a qualified Employee Stock Purchase Plan which allows qualified employees (as defined in the Employee Stock Purchase Plan) 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 for this plan was not material to any of the periods presented.

Note 10.                Segment Reporting

The Company is organized based on the products and services it offers. The Company’s reportable segments, which are also its operating segments, are comprised of commercial aircraft, consumables management and business jet.

The Company has six reporting units, which were determined based on materiality and on the guidelines contained in FASB ASC Topic 350, Subtopic 20, Section 35. Each reporting unit represents either (a) an operating segment (which is also a reportable segment) or (b) a component of an operating segment, which constitutes a business, for which there is discrete financial information available that is regularly reviewed by segment management.

The Company evaluates segment performance based on segment operating earnings or losses. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operating decision-making group. This group is comprised of the Chairman and Chief Executive Officer, the President and Chief Operating Officer, and the Senior Vice President 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 commercial, business jet, military, MRO, aircraft leasing and aircraft manufacturing customers.

The Company has not included product line information due to the similarity of commercial aircraft segment product offerings and the impracticality of determining such information for the consumables management segment.

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The following table presents revenues and operating earnings by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Revenues
Commercial aircraft	$	431.2	$	392.3	$	851.2	$	767.0
Consumables management		312.7		286.6		639.4		573.4
Business jet		106.4		89.2		201.9		175.0
	$	850.3	$	768.1	$	1,692.5	$	1,515.4
Operating earnings (1)
Commercial aircraft	$	79.7	$	69.9	$	153.9	$	135.4
Consumables management		61.3		55.5		126.1		107.3
Business jet		17.7		12.4		32.3		24.9
		158.7		137.8		312.3		267.6
Interest expense		30.5		33.2		61.1		61.6
Earnings before income taxes	$	128.2	$	104.6	$	251.2	$	206.0

(1) Operating earnings include an allocation of corporate IT costs, employee benefits and general and administrative costs based on the proportion of each segment’s systems users, number of employees and sales, respectively. 

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Capital expenditures (2)
Commercial aircraft	$	18.3	$	20.6	$	42.3	$	36.3
Consumables management		9.2		6.5		18.9		11.4
Business jet		3.1		3.0		6.6		5.7
	$	30.6	$	30.1	$	67.8	$	53.4

(2) Corporate capital expenditures have been allocated to the above segments in a manner consistent with our corporate expense allocations. Prior year amounts have been restated to reflect this revised allocation methodology.

The following table presents goodwill by reportable segment:

	June 30,		December 31,
	2013		2012
Goodwill
Commercial aircraft	$	388.9	$	388.4
Consumables management		1,006.0		1,005.8
Business jet		89.9		90.0
	$	1,484.8	$	1,484.2

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The following table presents total assets by reportable segment:

	June 30,		December 31,
	2013		2012
Total assets (3)
Commercial aircraft	$	1,824.6	$	1,719.1
Consumables management		3,087.3		3,006.7
Business jet		433.0		380.6
	$	5,344.9	$	5,106.4

  (3) Corporate assets (including cash and cash equivalents) of $671.0 and $599.4 at June 30, 2013 and December 31, 2012,   respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

Note 11.                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 weighted average common shares outstanding including the dilutive effect of stock options, shares issued under the Employee Stock Purchase Plan and restricted shares based on an average share price during the period. For the three month periods ended June 30, 2013 and 2012, approximately 0.1 and 0.5, and for the six month periods ended June 30, 2013 and 2012, approximately 0.1 and 0.5 shares of the Company’s common stock, respectively, were excluded from the determination of diluted earnings per common share because their effect would have been anti-dilutive. The computations of basic and diluted earnings per share for the three months ended June 30, 2013 and 2012, respectively, are as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Net earnings	$	92.4	$	71.2	$	182.3	$	140.0
Basic weighted average common shares		103.1		102.0		103.1		102.0
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1		0.1		0.1
Effect of restricted shares issued		0.7		0.5		0.6		0.5
Diluted weighted average common shares		103.9		102.6		103.8		102.6
Basic net earnings per common share	$	0.90	$	0.70	$	1.77	$	1.37
Diluted net earnings per common share	$	0.89	$	0.69	$	1.76	$	1.36

Note 12.                Accounting for Uncertainty in Income Taxes

In accordance with FASB ASC 740, Income Taxes (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of June 30, 2013 and December 31, 2012, the Company had $38.0 and $32.1, respectively, of net unrecognized tax benefits. This liability, if recognized, would affect the Company’s effective tax rate. The Company is currently open to audit by the tax authorities for the six years ended December 31, 2012. There are currently no material income tax audits in progress.

The Company classifies interest and penalties related to income tax as income tax expense. The amount included in the Company’s liability for unrecognized tax benefits for interest and penalties was less than $1.0 as of June 30, 2013 and December 31, 2012.

Income tax expense in the first half of 2013 reflects the recognition of our 2012 R&D credit resulting from the recently enacted tax legislation in January 2013, and which benefited diluted earnings per share for the period by approximately $0.03 per diluted share. Our expected effective tax rate for 2013, which includes the impact of current and prior year research and development tax credits as well as other tax planning initiatives, is approximately 29.0%.

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ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                    AND RESULTS OF OPERATIONS

                    (In Millions, Except Per Share Data)

OVERVIEW

The following discussion and analysis addresses the results of our operations for the three and six month periods ended June 30, 2013, as compared to our results of operations for the three and six month periods ended June 30, 2012. 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 we are the world’s largest manufacturer of cabin interior equipment for commercial aircraft and for business jets and the leading aerospace aftermarket distributor and value added service provider of aerospace fasteners and other consumable products and services. We sell our manufactured products directly to virtually all of the world’s major airlines and aerospace manufacturers. 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 super first class, first class, business class, tourist class and regional aircraft seats;

• a full line of aircraft food and beverage preparation and storage equipment, including coffee and espresso makers, water boilers, beverage containers, refrigerators, freezers, chillers and a line of ovens that includes microwave, high efficiency convection and steam ovens;

• modular lavatory systems, wastewater management systems and galley systems;

• both chemical and gaseous aircraft oxygen storage, distribution and delivery systems, protective breathing equipment and a broad range of lighting products;

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

• a broad line of aerospace fasteners and other consumables, consisting of over one million Stock Keeping Units primarily serving the commercial aerospace and business jet industries.

We provide comprehensive aircraft cabin interior reconfiguration, program management and certification services.In addition, we also design, engineer and manufacture customized fully integrated thermal and power management solutions for participants in the defense industry, aerospace original equipment manufacturers and the airlines.

We conduct our operations through strategic business units that have been aggregated under three reportable segments: commercial aircraft, consumables management and business jet.

Revenues by reportable segment for the three and six month periods ended June 30, 2013 and June 31, 2012, respectively, were as follows:

	THREE MONTHS ENDED										SIX MONTHS ENDED
	June 30, 2013					June 30, 2012					June 30, 2013					June 30, 2012
	Revenues		% of Revenues			Revenues		% of Revenues			Revenues		% of Revenues			Revenues		% of Revenues
Commercial aircraft	$	431.2		50.7	%	$	392.3		51.1	%	$	851.2		50.3	%	$	767.0		50.6	%
Consumables management		312.7		36.8			286.6		37.3			639.4		37.8			573.4		37.8
Business jet		106.4		12.5			89.2		11.6			201.9		11.9			175.0		11.6
Total revenues	$	850.3		100.0	%	$	768.1		100.0	%	$	1,692.5		100.0	%	$	1,515.4		100.0	%

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Revenues by geographic area (based on destination) for the three and six month periods ended June 30, 2013 and June 30, 2012, respectively, were as follows:

	THREE MONTHS ENDED										SIX MONTHS ENDED
	June 30, 2013					June 30, 2012					June 30, 2013					June 30, 2012
			% of					% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
United States	$	367.4		43.2	%	$	365.6		47.6	%	$	765.1		45.2	%	$	743.4		49.1	%
Europe		208.1		24.5			189.0		24.6			416.2		24.6			385.2		25.4
Asia, Pacific Rim,
Middle East and Other		274.8		32.3			213.5		27.8			511.2		30.2			386.8		25.5
Total revenues	$	850.3		100.0	%	$	768.1		100.0	%	$	1,692.5		100.0	%	$	1,515.4		100.0	%

Revenues from our domestic and foreign operations for the three and six month periods ended June 30, 2013 and June 30, 2012, respectively, were as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30, 2013		June 30, 2012		June 30, 2013		June 30, 2012
Domestic	$	590.8	$	557.6	$	1,177.0	$	1,098.5
Foreign		259.5		210.5		515.5		416.9
Total revenues	$	850.3	$	768.1	$	1,692.5	$	1,515.4

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 these activities protect and enhance our leadership position. We believe our investments in research and development over the past several years have been a driving force behind our ongoing market share gains and the growth of our record backlog. Research, development and engineering spending was approximately 6.0% of sales during the second quarter of 2013 and is expected to remain at a similar percentage of sales for the next several years.

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. Taking into consideration recent program awards to deliver multi-year programs for various Boeing and Airbus aircraft, our targeted capacity utilization levels, recent acquisitions and current industry conditions, we expect that our capital expenditures will be approximately $150 during 2013.

Our revenue growth continues to be driven primarily by the robust new aircraft delivery cycle. Approximately 60% of second quarter revenues was driven by demand for products for new-buy aircraft, reflecting both increased new aircraft deliveries and continued softness in aftermarket revenue. As further demonstrated at the recent Paris air show, the aerospace up-cycle is in full swing, with continued global airline traffic growth, and an unprecedented period of airline profitability. As a result, demand for lift continues, driving new aircraft orders and higher production rates by the airframe original equipment manufacturers (“OEMs”). Global air travel continues to expand at a healthy rate. Traffic growth in May 2013 was led by emerging markets. Compared to the year-ago period, May 2013 global traffic rose 5.6%, while capacity climbed 5.2%. Year-to-date global traffic is up 4.3% with capacity up 3.4%. Airline profitability continues to be strong. In June 2013, the International Air Transport Association (“IATA”) made its fourth upward revision to its financial outlook for the global airline industry. For 2013, IATA now expects airlines globally to report very strong aggregate profits of $12.7 billion, up 67% over 2012 profits, and the fourth straight year of profitability. The 2013 IATA forecast is based on 2013 global passenger traffic growth of approximately 5.3%, up over its initial forecast of 4.5%, and capacity growth of about 4.3%. IATA expects load factors to average over 80% this year, which will be a record. Solid growth, controlled increases in capacity, plus strong ancillary revenues are expected to generate strong global profits for the airline industry.

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RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2013,

COMPARED TO THREE MONTHS ENDED JUNE 30, 2012

($ in Millions, Except Backlog and Per Share Data)

	REVENUES
	Three Months Ended June 30,
					Percent
	2013		2012		Change
Commercial aircraft	$	431.2	$	392.3		9.9	%
Consumables management		312.7		286.6		9.1
Business jet		106.4		89.2		19.3
Total revenues	$	850.3	$	768.1		10.7	%

Revenues for the second quarter of 2013 of $850.3 increased $82.2, or 10.7%, as compared with the same period of the prior year.

Cost of sales for the second quarter of 2013 was $523.5, or 61.6% of sales, as compared with cost of sales of $474.8, or 61.8% of sales in the same period of the prior year. The decrease in cost of sales as a percent of total revenues reflects ongoing continuous improvement activities.

Selling, general and administrative (“SG&A”) expenses for the second quarter of 2013 were $117.3, or 13.8% of sales, as compared with SG&A expenses of $109.8, or 14.3% of sales in the same period of the prior year. The higher level of SG&A expense in the second quarter of 2013 is primarily due to recent acquisitions, acquisition, integration and transition (AIT) costs of $3.0 and other costs and expenses associated with the 10.7% increase in revenues. SG&A as a percentage of sales declined year-over-year for the reasons set forth above and operating leverage at the higher revenue level and continued results from our improvement initiatives.

Research, development and engineering expense for the second quarter of 2013 was $50.8, or 6.0% of sales, as compared with $45.7 or 5.9% of sales in the same period of the prior year. The $5.1 increase in spending is primarily due to new product development activities in our commercial aircraft segment associated with our record $8.4 billion backlog (booked and awarded but unbooked).

Operating earnings for the second quarter of 2013 of $158.7 increased 15.2% on the aforementioned 10.7% increase in revenues. Operating margin was 18.7% and expanded 80 basis points as compared with the same period of the prior year. Operating earnings growth and operating margin expansion were driven by the higher sales volume, improved revenue mix and ongoing operational efficiency initiatives.

Interest expense in the second quarter of 2013 of $30.5 decreased by $2.7 as a result of having refinanced higher cost long-term debt during the second half of 2012.

Earnings before income taxes for the second quarter of 2013 of $128.2 increased 22.6% as compared with the same period of the prior year, reflecting the aforementioned 15.2% increase in operating earnings, and a $2.7 decrease in interest expense.

Income tax expense in the second quarter of 2013 of $35.8, or 27.9% of earnings before income taxes, increased by $2.4 as compared with income tax expense for same period of the prior year of $33.4. Our effective tax rate in 2013 is lower than the prior year primarily due to a significantly higher level of research and development spending and tax credits related thereto.

Net earnings for the second quarter of 2013 of $92.4 and earnings per diluted share of $0.89, increased 29.8% and 29.0%, respectively, as compared with the same period of the prior year.

Bookings during the second quarter of 2013 were approximately $880, representing a book-to-bill ratio of approximately 1.04 to 1. Booked backlog at June 30, 2013 stood at approximately $3.8 billion as compared with $3.7 billion at June 30, 2012 and $3.75 billion at December 31, 2012. We believe the quality of our backlog has continued to improve consistent with, and as evidenced by, the ongoing expansion in our operating margins.

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Segment Results

The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Three Months Ended June 30,
					Percent
	2013		2012		Change
Commercial aircraft	$	79.7	$	69.9		14.0	%
Consumables management		61.3		55.5		10.5
Business jet		17.7		12.4		42.7
Total operating earnings	$	158.7	$	137.8		15.2	%

Second quarter 2013 commercial aircraft segment (“CAS”) revenues of $431.2 increased 9.9% as compared with the prior year period. CAS second quarter 2013 operating earnings of $79.7 increased 14.0% and operating margin of 18.5% expanded 70 basis points as compared with the prior year period, due to operating leverage at the higher revenue level and ongoing operational efficiency initiatives.

Second quarter 2013 consumables management segment (“CMS”) revenues of $312.7 increased 9.1% as compared with the prior year period and operating margin of 19.6% reflects approximately $3.0 of AIT costs and a full quarter of revenue for the Interturbine acquisition which has lower operating margins than the legacy CMS business.

Second quarter 2013 business jet segment revenues of $106.4 increased 19.3% as compared with the prior year period. Operating earnings of $17.7 increased $5.3, or 42.7%, as compared with the prior year period. Current period operating margin of 16.6% expanded by 270 basis points, reflecting the increase in revenues, an improved mix of revenues and ongoing operational efficiency initiatives.

SIX MONTHS ENDED JUNE 30, 2013,

AS COMPARED TO SIX MONTHS ENDED JUNE 30, 2012

	REVENUES
	Six Months Ended June 30,
					Percent
	2013		2012		Change
Commercial aircraft	$	851.2	$	767.0		11.0	%
Consumables management		639.4		573.4		11.5
Business jet		201.9		175.0		15.4
Total revenues	$	1,692.5	$	1,515.4		11.7	%

For the six months ended June 30, 2013, revenues of $1,692.5 increased 11.7%, as compared with the prior year period.

   Cost of sales for the six months ended June 30, 2013 was $1,046.6, or 61.8% of sales, as compared with cost of sales of $938.6 or 61.9% of sales in the prior year period. The 10 basis point decrease in cost of sales (10 basis point increase in gross margin) is due to an improved revenue mix and ongoing manufacturing efficiency initiatives.

SG&A expenses for the six months ended June 30, 2013 were $229.5, or 13.6% of sales, as compared with SG&A expenses of $217.1, or 14.3% of sales, in the same period in 2012. The higher level of SG&A in the current period is primarily due to recent acquisitions, AIT costs of $7.1, and other costs and expenses associated with the 11.7% increase in consolidated revenues.

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Research, development and engineering expense for the six months ended June 30, 2013 was $104.1, or 6.2% of sales as compared with $92.1 or 6.1% of sales in the same period in 2012. The $12.0 increase in spending is primarily due to new product development activities in our commercial aircraft segment associated with our record $8.4 billion total backlog ($3.8 billion booked and $4.6 billion awarded but unbooked).

For the six months ended June 30, 2013, operating earnings of $312.3 increased 16.7% as compared with the prior year. Operating margin in the current period of 18.5% expanded 80 basis points as compared with the prior year period.

Interest expense in the first half of 2013 of $61.1 decreased by $0.5 as a result of a lower rate of interest on the underlying long-term debt due to refinancing higher cost debt in 2012, partially offset by the higher debt level related to 2012 acquisitions.

Earnings before income taxes in the current six month period of $251.2 increased by $45.2, or 21.9% as compared with the prior year period, as a result of a $44.7 increase in operating earnings and a $0.5 decrease in interest expense.

Income tax expense for the six months ended June 30, 2013 of $68.9 or 27.4% of earnings before income taxes, increased by $2.9 as compared with the prior year period income tax expense of $66.0, which represented a 32.0% effective tax rate. The lower effective tax rate in the first half of 2013 is primarily due to the timing of the recent tax legislation which delayed the recognition of R&D credits generated in 2012 until 2013.

Net earnings for the first half of 2013 of $182.3 and net earnings per diluted share of $1.76 increased $42.3 and $0.40, or 30.2% and 29.4%, respectively, as compared with the same period of the prior year for the reasons described above.

Bookings for the six months ended June 30, 2013 were approximately $1.7 billion, representing a book-to-bill ratio of approximately 1.0 to 1.

Segment Results

The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Six Months Ended June 30,
					Percent
	2013		2012		Change
Commercial aircraft	$	153.9	$	135.4		13.7	%
Consumables management		126.1		107.3		17.5
Business jet		32.3		24.9		29.7
Total operating earnings	$	312.3	$	267.6		16.7	%

For the six months ended June 30, 2013, CAS operating earnings of $153.9 increased 13.7% as compared with the prior year period. Operating margin of 18.1% expanded 40 basis points as compared with the prior year period, due to operating leverage at the higher revenue level and ongoing operational efficiency initiatives.

For the six months ended June 30, 2013, CMS operating earnings of $126.1 increased 17.5% as compared with the prior year period. Operating margin was 19.7%, an increase of 100 basis points as compared with operating margin for the prior year period.

For the six months ended June 30, 2013, business jet segment operating earnings of $32.3 increased 29.7%, as compared with the prior year period. Operating margin of 16.0% expanded by 180 basis points, reflecting the 15.4% increase in revenues, an improved mix of revenues and ongoing operational improvements.

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LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of June 30, 2013, our net debt-to-net capital ratio was 37.1%. Net debt was $1,387.4, which represented total debt of $1,959.8, less cash and cash equivalents of $572.4. At June 30, 2013, net capital (total debt plus total stockholders’ equity less cash and cash equivalents) was $3,736.1. As of June 30, 2013, long-term debt primarily consisted of $1,300.0 aggregate principal amount ($1,314.4 inclusive of original issue premium) of our 5.25% Senior Unsecured Notes due 2022 (the “5.25% Notes”) and $650.0 aggregate principal amount ($645.4 net of original issue discount) of our 6.875% Senior Unsecured Notes due 2020 (the “6.875% Notes”). We also have a five-year $950.0 Revolving Credit Facility (the “Revolving Credit Facility”) pursuant to an amended and restated credit agreement dated as of August 3, 2012 (the “Revolving Credit Facility Agreement”). At June 30, 2013 there were no amounts outstanding under the Revolving Credit Facility. Cash on hand at June 30, 2013 increased by $58.7 as compared with cash on hand at December 31, 2012 primarily as a result of cash flows from operating activities of $129.4 less capital expenditures of $67.8. 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 as of June 30, 2013 was $2,175.9, an increase of $170.0 as compared with working capital at December 31, 2012. As of June 30, 2013, total current assets increased by $223.1 and total current liabilities increased by $53.1. The increase in current assets was primarily due to an increase in cash of $58.7 (as described above), an increase in accounts receivable of $62.1 and an increase in inventories of $112.7 to support future revenue growth. The increase in total current liabilities was primarily due to an increase in accounts payable of $68.2 due to the increase in business activity.

Cash Flows

As of June 30, 2013, our cash and cash equivalents were $572.4 as compared to $513.7 at December 31, 2012. Cash generated from operating activities was $129.4 for the six months ended June 30, 2013, as compared to $124.9 in the same period in the prior year. The primary sources of cash from operations during the six months ended June 30, 2013 were net earnings of $182.3, adjusted by depreciation and amortization of $42.5, non-cash compensation of $11.8, a decrease in deferred income taxes of $18.6 and an increase in accounts payable and accrued liabilities of $73.4. Offsetting these sources of cash were an increase in accounts receivable of $68.7 as a result of increased revenues and an increase in inventories of $124.5 to support our record backlog.

Capital Spending

Our capital expenditures were $67.8 and $53.4 during the six months ended June 30, 2013 and 2012, respectively. We expect capital expenditures of approximately $150 during 2013. These capital expenditures are needed to support our record total backlog of approximately $8.4 billion ($3.8 booked and $4.6 awarded but unbooked), and take into consideration our targeted capacity utilization levels, recent acquisitions and current industry conditions. We have, in the past, generally funded our capital expenditures with cash from operations and funds available to us under revolving bank credit facilities. We expect to fund future capital expenditures from cash on hand, from operations and from funds available to us under the Revolving Credit Facility.

Outstanding Debt and Other Financing Arrangements

Long-term debt at June 30, 2013 totaled $1,959.8 and consisted of our 5.25% Notes and our 6.875% Notes.

We also have a five-year, $950.0 Revolving Credit Facility, which also provides an option to request additional incremental revolving credit borrowing capacity and incremental term loans, in each case upon the satisfaction of certain customary terms and conditions. At June 30, 2013, there were no amounts outstanding under the Revolving Credit Facility.

Our obligations under the Revolving Credit Facility are secured by liens on substantially all of our domestic assets, including a pledge of a portion of the capital stock of certain foreign subsidiaries owned directly by us. Amounts borrowed and outstanding under the Revolving Credit Facility will, in certain circumstances, be required to be prepaid with the proceeds from certain asset sales, subject to certain thresholds and reinvestment rights. The Revolving Credit Facility matures in August 2017 unless terminated earlier.

18

The Revolving Credit Facility Agreement contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.0 to 1. The Revolving Credit Facility Agreement 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). The Revolving Credit Facility Agreement contains customary affirmative covenants, negative covenants, and conditions precedent for borrowings, all of which were met as of June 30, 2013.

Contractual Obligations

The following table reflects our contractual obligations and commercial commitments as of June 30, 2013. Commercial commitments include lines of credit, guarantees and other potential cash outflows resulting from a contingent event that requires performance by us or our subsidiaries pursuant to a funding commitment.

Contractual Obligations	2013		2014		2015		2016		2017		Thereafter		Total
Long-term debt and other non-current liabilities (1)	$	--	$	3.4	$	2.2	$	2.4	$	2.7	$	1,984.0	$	1,994.7
Operating leases		20.7		40.7		37.9		34.2		31.1		159.3		323.9
Purchase obligations (2)		3.1		2.5		--		0.1		--		--		5.7
Future interest payments on outstanding debt (3)		58.4		116.5		116.5		116.5		116.5		444.8		969.2
Total	$	82.2	$	163.1	$	156.6	$	153.2	$	150.3	$	2,588.1	$	3,293.5
Commercial Commitments
Letters of credit	$	10.0		--		--		--		--		--	$	10.0

 (1) Our liability for unrecognized tax benefits of $38.0 at June 30, 2013 has been omitted from the above table because we cannot determine with certainty when this liability will be settled. It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however, we do not expect the change to have a significant impact on our consolidated financial statements.

 (2) Occasionally, we enter into purchase commitments for production materials and other items. We also enter into unconditional purchase obligations with various vendors and suppliers of goods and services in the normal course of operations through purchase orders, other documentation or with an invoice. Such obligations are generally outstanding for periods less than a year and are settled by cash payments upon delivery of goods and services and are not reflected as purchase obligations in this table.

 (3) Interest payments include interest payments due on the 5.25% Notes and the 6.875% Notes based on the stated rates of 5.25% and 6.875%, respectively. To the extent we incur interest on the Revolving Credit Facility, interest payments would fluctuate based on LIBOR or the prime rate pursuant to the terms of the Revolving Credit Facility.

We believe that our cash flows, together with cash on hand and the availability under the Revolving Credit Facility, 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.

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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 in our consolidated balance sheets. Our aggregate future minimum lease payments under these arrangements total approximately $323.9 at June 30, 2013.

Indemnities, Commitments and Guarantees

During the normal course of business, we have 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 design, manufacture, sale and delivery 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 many 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 consolidated financial statements.

Backlog

The Company records backlog when it enters into a definitive order for the delivery of products to its customers in the future. Within backlog, the Company differentiates between booked backlog and awarded but unbooked backlog. For manufacturing programs, generally if there are definitive delivery dates then the backlog is considered booked. When the Company receives the delivery date specificity in writing from its customers on these long-term contracts, management includes such amount in booked backlog. If a contract does not provide that level of specificity, the production requirements are generally provided to the Company through periodic purchase orders issued against the underlying contracts at which point the amount of the purchase orders is classified as booked. The remaining portion of the underlying contract is considered awarded but unbooked. For consumables contracts, the Company includes in booked backlog, open but unfulfilled purchase orders plus an amount that it believes necessary to support its customers’ production activities under long-term contracts. In addition, purchase orders for end items and spares are generally received and recorded as backlog when the Company accepts their terms.

Critical Accounting Policies

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 the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. There have been no changes to our critical accounting policies since December 31, 2012.

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, (the “Exchange Act”). Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “confident” and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements include, but are not limited to, all statements that do not relate solely to historical or current facts, including statements regarding acquisitions, the expected benefits derived from acquisitions, 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, our ability to grow our business, 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, and the impact on our business of the decreases in passenger traffic and the size of the airline fleet. Such forward-looking statements include risks and uncertainties and our actual experience and results may differ materially from the experience and results anticipated in such statements. Factors that might cause such a difference include those discussed in our filings with the SEC, under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 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 and environmental issues which reduce air travel demand, delays in, or unexpected costs associated with, the integration of our acquired businesses, conditions in the airline industry, conditions in the business jet industry, regulatory developments, litigation costs, problems meeting customer delivery requirements, our success in winning new or expected refurbishment contracts from customers, capital expenditures, increased leverage, possible future acquisitions, facility closures, product transition costs, labor disputes involving us, our significant customers or airframe manufacturers, the impact of a prolonged global recession, the possibility of a write-down of intangible assets, delays or inefficiencies in the introduction of new products, fluctuations in currency exchange rates or our inability to properly manage our rapid growth.

Except as required under the federal securities laws and rules and regulations of the SEC, 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 and the other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and this entire quarterly report on 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. Our 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 June 30, 2013, we had no outstanding forward currency exchange contracts. In addition, we have not entered into any other derivative financial instruments.

Interest Rates – As of June 30, 2013, we have no adjustable rate debt outstanding. We do not engage in transactions intended to hedge our exposure to changes in interest rates.

As of June 30, 2013, we maintained a portfolio of cash and 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 less than $0.1.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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 of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), as of June 30, 2013. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the second quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

The Annual Meeting of Stockholders of the Company took place on July 24, 2013.  Proxies for the meeting were solicited and the proposals described below were submitted to a vote of the Company’s stockholders at the annual meeting.  The following is a brief description of each matter voted on and the results of voting.

1.	Election of Class I Directors.
2.	Approval of a Non-Binding Advisory Vote on Executive Compensation.
3.	Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2013.
4.	Approval of an Amendment to the B/E Aerospace, Inc. Amended and Restated 1994 Employee Stock Purchase Plan.

The number of shares voted for, against and abstained/withheld, as well as the number of broker non-votes, were as follows:

	For	Against	Abstained/ Withheld	Non Votes
1. Election of Class I Directors: Michael F. Senft John T. Whates	77,703,384  77,835,625	–      –	3,762,620  3,630,379	13,401,310  13,401,310
2. Non-Binding Advisory Vote on Executive Compensation	66,258,677	13,914,513	1,292,814	13,401,310
3. Ratification of Appointment of Deloitte & Touche LLP	91,759,866	2,834,899	272,549	–
4. Amendment to the B/E Aerospace, Inc. Amended and Restated 1994 Employee Stock Purchase Plan	80,029,219	192,012	1,244,773	13,401,310

On February 24, 2013, the Board of Directors of the Company approved an amendment to the B/E Aerospace, Inc. Amended and Restated 1994 Employee Stock Purchase Plan (the “ESPP”), subject to the approval of the Company’s stockholders.  On July 24, 2013, at the Annual Meeting of Stockholders of the Company, the stockholders approved the amendment to the ESPP.  For a description of the ESPP, please see “Proposal No. 4 – Approval of Amendment of the Amended and Restated B/E Aerospace, Inc. 1994 Employee Stock Purchase Plan” in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 29, 2013.  A copy of the ESPP, as amended and restated as of July 24, 2013, is filed as Exhibit 10.5 hereto.

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ITEM 6.  EXHIBITS

Exhibit 10(iii) - Management Contracts and Executive Compensation Plans, Contracts and Arrangements
10.1	Amended and Restated Employment Agreement for Amin J. Khoury dated as of July 29, 2013
10.2	Amended and Restated Employment Agreement for Werner Lieberherr dated as of July 29, 2013
10.3	Amended and Restated Employment Agreement for Thomas P. McCaffrey dated as of July 29, 2013
10.4	Amended and Restated Employment Agreement for Ryan M. Patch dated as of July 29, 2013
10.5	B/E Aerospace, Inc. Amended and Restated 1994 Employee Stock Purchase Plan
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
Exhibit 101 – Interactive Data Files
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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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.

		B/E AEROSPACE, INC.
Date: July 29, 2013	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and
		Chief Executive Officer
Date: July 29, 2013	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and
		Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Agreement (this “Agreement”) dated as of July 29, 2013, is between B/E 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 December 31, 2008, as amended (the “Employment Agreement”); and

WHEREAS, Executive, having provided services to the Company since August 1, 1987, agrees to continue 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 July 1, 2013, and during the Employment Term, Executive shall receive an annual salary (the “Salary”) of one million and three hundred and seventeen thousand and three hundred and eighty-nine dollars ($1,317,389) during each year of the Employment Term.  The Salary shall be subject to adjustment from time to time by the Compensation Committee of the Board (the “Compensation Committee”); provided, however, that at no time shall the Salary be adjusted below the Salary for the preceding year.  Commencing on July 1, 2013, and on July 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 to 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 (July through June) immediately preceding such July 1.  If the Index is no longer issued, the Compensation Committee 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 Compensation Committee.  Any such bonuses paid to Executive shall be in addition to the Salary then in effect.  The incentive bonus shall be paid in accordance with Company policy, but in no event later than March 15th of the year following the year in respect of which Executive earned such bonus.

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, following any termination of employment, 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, on similar terms and conditions as active employees are receiving on the Termination Date (provided that the level of such benefits is not less than the benefits available to Executive on July 1, 2013, including, without limitation, 100% payment for or reimbursement of medical and dental services or costs incurred by Executive and his Family (i.e., spouse, former spouse, eligible dependents), the cost of which is fully paid by the Company), and (ii) the benefits available under the Company’s executive medical reimbursement plan as of the Termination Date, but in no event less than those in effect as of July 1, 2013.

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5.4           Business Expenses.  The Company shall pay or reimburse Executive for all reasonable business expenses incurred or paid by him during the Employment Term in the performance of his services.

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 July 1, 2013.  The automobile allowance, if applicable, shall be paid in accordance with Company policy, but in any event, no later than March 15th of the year following the year in which the automobile allowance was accrued.

5.6           Equity Incentive Compensation.  So long as employed by the Company, Executive shall be eligible to participate in any applicable equity incentive compensation program of the Company on the terms set forth by the Compensation Committee in its sole discretion, which program may include stock options, restricted stock awards or units (“Equity Awards.  Equity Awards received by Executive during the Employment Term that have not vested or otherwise been accelerated as of the Termination Date shall continue to vest during any period in which the Executive provides consulting services, including but not limited to the Consulting Period.  Notwithstanding the preceding, any Equity Award granted to Executive that is not otherwise accelerated as a result of the termination of Executive’s employment on a specified Termination Date (e.g., termination without Good Reason) will be considered by the Compensation Committee for immediate vesting in connection with any such separation of service with such determination being in the discretion of the Compensation Committee and/or the Board of Directors.

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.

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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.

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 directly 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.

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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.

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 Death, Incapacity or in Connection with a Change of Control or Good Reason.

7.1.1           Termination Date.  The term “Termination Date” shall mean the date on which Executive incurs a Separation from Service (as defined below) with the Company and its subsidiaries and affiliates for any reason.

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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, or (iii) Good Reason pursuant to Section 7.4.3, then on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary and benefits through the Termination Date, (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date, (C) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Expiration Date, (D) the Severance Payment pursuant to Section 7.5 hereof, and (E) the Company shall provide the post-employment benefits pursuant to Section 5.3 hereof.  Following a resignation pursuant to this Section, the Executive agrees to provide the Company with his consulting services during the Consulting Period, as described in Section 7.7, below.

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) a Change of Control pursuant to Section 7.4.2, then on the Termination Date, the Executive shall receive payment of (A) any accrued and unpaid Salary and benefits through the Termination Date, (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date, (C) a lump-sum amount equal to his Salary that he would have received had he remained employed 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 Payment pursuant to Section 7.5 hereof, (F) any 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 or related plan, all Equity Awards shall continue to be exercisable until their original stated expiration date, and (G) the Company shall provide the post-employment benefits pursuant to Section 5.3.

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 at any time 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 benefit in accordance with the Death Benefit Agreement attached hereto as Exhibit A and hereby incorporated by reference.

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 amount equal to (i) any accrued and unpaid Salary and benefits through his date of death, and (ii) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the date of death.  Executive’s Family shall continue to be entitled to the post-employment benefits pursuant to Section 5.3 hereof.

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7.2.4           Upon Executive’s death, any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, all Equity Awards shall continue to be exercisable until their original stated expiration date.

7.3           Incapacity.  If, in the reasonable judgment of the Compensation Committee, as a result of the Executive’s incapacity due to a medically determinable physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 7.3.  In such event:

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

(ii)           the Company shall pay to the Executive within thirty (30) days following the Termination Date, a lump-sum amount equal to two (2) times the Salary (at the rate in effect on the Termination Date) that would have been payable from the Termination Date through the Expiration Date;

(iii)           the Company shall 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)           the Company shall pay to Executive within ten (10) business days after the Termination Date a lump-sum amount equal to (A) any accrued and unpaid Salary and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date;

(v)           the Company shall continue the post-employment benefits as provided in Section 5.3 hereof; and

(vi)           any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date.

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

7.4           Change of Control; Good Reason; 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.  For purposes of determining the Company’s obligations under this Section 7.4, the date on which a Change of Control is effective shall be referred to as the “Change of Control Date.”  The payments described in Section 7.4.2 shall be made on the Change of Control Date.

7.4.2           Change of Control.  If a Change of Control occurs during the Employment Term, the Executive’s employment shall be terminated and the Company or its successor shall pay to Executive:

(i)           any accrued and unpaid Salary and benefits through the Termination Date, as such term is defined in Section 7.1.1, above;

(ii)           any earned but unpaid bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date;

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

(iv)           the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Expiration Date;

(v)           the amount of any Gross-Up Payment payable by the Company to Executive under Section 7.8 hereof in accordance with the payment terms therein; and

(vi)           the Severance Payment pursuant to Section 7.5 hereof;

(vii)           any Equity Awards granted to Executive that would not vest on or prior to the Change of Control Date shall vest and be exercisable immediately upon the earlier of (1) the date immediately preceding the Change of Control Date, and (2) 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 or related plan, all Equity Awards shall continue to be exercisable until their original stated expiration date; and

(viii)           the post-employment benefits pursuant to Section 5.3.

(ix)           Subject to timely payment of the foregoing amounts set forth in Section 7.4.2 and the provision of the benefits pursuant to Section 5.3, and the Company’s compliance with the foregoing other terms, the Company shall have the option, upon providing written notice to Executive on or before the Termination Date, to re-hire the Executive for employment with the Company, its purchaser or its successor for a minimum of twelve (12) months and up to twenty four (24) months beyond the Termination Date at the same Salary, bonuses, Equity Awards, benefits and Automobile Allowance (and at the Executive’s same Company location) as in effect as of the Termination Date in exchange for the same services from the Executive as contemplated by Section 4.1 of this Agreement, and on such additional terms as the Company and Executive may agree.

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7.4.3           Good Reason.  If Executive resigns his employment at anytime for Good Reason, then the Company or its successor shall pay/provide to Executive:

(i)           any accrued and unpaid Salary and benefits through the Termination Date, as such term is defined in Section 7.1.1, above;

(ii)           any earned but unpaid bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date;

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

(iv)           the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Expiration Date;

(v)           the amount of any Gross-Up Payment payable by the Company to Executive under Section 7.8 hereof in accordance with the payment terms therein;

(vi)           the Severance Payment pursuant to Section 7.5 hereof;

(vii)           any 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 or related plan, all Equity Awards shall continue to be exercisable until their original stated expiration date; and

(viii)            the post-employment benefits pursuant to Section 5.3.

The payments described in this Section 7.4.3 shall be made on the Termination Date.

7.4.4           Definitions.

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

(A)           Individuals who, as of January 1, 2013 (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 stockholders, 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;

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(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 twelve (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 twelve (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 stockholder 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.

(ii)           For the purposes of this Section 7.4.4, 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 7.4.4, 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 7.4.4(i) above.  In connection with any determination of ownership for purposes of Section 7.4.4(i) above, the attribution rules of Section 318(a) of the Code shall apply.

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(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 the Company;

(D)           Requiring Executive to be based at any office or location other than Executive’s principal place of employment; 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.

7.5           Severance Payment. 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 on the Termination Date, the Company shall pay to Executive a lump-sum amount equal the Salary in effect on the Termination Date, which lump-sum shall not be pro-rated (the “Severance Payment”).  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 an annual retirement compensation contribution ("Retirement Compensation") equal to the product of 1.5 times the annual Salary then in effect (the "Specified Annual Salary"), with a ratable adjustment should Executive's final period of service be less than a full year.  In addition, the Executive shall be entitled to supplemental contributions equal to the difference between all prior Retirement Compensation payments and the amounts that would have been paid had such payments been made based on the most recent Specified Annual Salary.  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.

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7.6.2           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).

7.6.3           Retirement Trust.

(i)           Within ninety (90) 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 thirty (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 thirty (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)           The Executive shall be responsible for all applicable Federal, State and local income and employment taxes due with respect to each contribution made by the Company under Section 7.6.3(i).  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.

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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”), for the compensation and with the duties as described in the “Terms of the Consulting Arrangement” document, attached hereto as Exhibit B, and hereby incorporated by reference.  In addition to the compensation, benefits and perquisites described in the Terms of the Consulting Arrangement document, during the Consulting Period the Company shall provide Executive with the benefits described in Section 5.3.

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 income and employment taxes.  The Gross-Up Payment shall be paid to the Executive no later than the end of the taxable year next following the taxable year in which the Executive remits the taxes related to the Gross-Up Payment.

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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 fifteen (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 promptly following the receipt of the Accounting Firm’s determination but in no event later than the end of the taxable year next following the taxable year in which the Accounting Firm’s determination is received.  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 but in no event later than the end of the taxable year next following the taxable year in which the Executive remits the taxes.  The previous sentence shall apply mutatis mutandis to any overpayment of the Gross-Up Payment.

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 (10) 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 thirty (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

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(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, to the extent permitted by law, 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 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.

8.           Witholding.                      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 Delaware law 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.

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10.           Legal Fees.                      In the event of a dispute between the parties with respect to any payments due hereunder in connection with a termination “for” or “without” Good Reason, for Incapacity or a Change of Control, the Company will pay the costs of all legal fees and related dispute costs and expenses of Executive incurred in connection with such dispute.  Such costs and expenses shall be provided to Executive in a timely manner, such as on a monthly basis.

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 Compensation Committee 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           If any amounts that become due under Section 7 (other than Section 7.8) of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, payment of such amounts shall not commence until the Executive incurs a “Separation from Service” (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.  For the avoidance of doubt, the parties agree and acknowledge that the Retirement Compensation is not “nonqualified deferred compensation” within the meaning of Section 409A.

12.2           Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive’s Separation from Service 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 12.2 that otherwise would be immediately payable to  Executive.  The provisions of this Section 12.2 shall only apply if required to comply with Section 409A of the Code.

12.3           For purposes of this Agreement, “Separation from Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code.  “Specified Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

12.4           It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code.  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, this Agreement or any provision hereof may be reformed by the Executive, subject to the consent of the Company (which consent shall not be unreasonably withheld) to:  (i) comply with, or avoid being subject to, Section 409A of the Code, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code, provided, however, that no such amendment shall have the effect of reducing the amount of any payment or benefit payable to Executive pursuant to this Agreement.

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12.5           Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company or its subsidiary or affiliate covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.  No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

12.6           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.           Mutual Waiver.  The Executive and the Company agree to sign a mutual waiver and release of claims agreement effective as of the Termination Date substantially in the form attached hereto as Exhibit C, and hereby incorporated by reference (the “Mutual Waiver”).

15.           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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16.           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:

B/E Aerospace, Inc.

1400 Corporate Center Drive

Wellington, FL  33414

Attention:  General Counsel

17.           Survival.                      The provisions of Sections 5.3, 5.6 and 6 through 18 inclusive hereof shall each survive any termination or expiration of this Agreement in accordance with the applicable statute of limitation period(s).

18.           Miscellaneous.           This Agreement, including the attached exhibits, constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all such 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.  The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

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

EXECUTIVE	B/E AEROSPACE, INC.
/s/ Amin J. Khoury	By:	/s/ Thomas P. McCaffrey
Amin J. Khoury	Name:	Thomas P. McCaffrey
	Title:	Senior Vice President and Chief Financial Officer
	By:	/s/ Werner Lieberherr
	Name:	Werner Lieberherr
	Title:	President and Chief Operating Officer

Exhibit A

AMENDED AND RESTATED

DEATH BENEFIT AGREEMENT

This Amended and Restated Death Benefit Agreement (the “Agreement”) is entered into this 30th day of November, 2012, by and between B/E AEROSPACE, INC., a Delaware corporation, hereinafter called the “Company,” and AMIN J. KHOURY, hereinafter called the “Executive.”

WHEREAS, the Executive has been employed by the Corporation for many years and has rendered valuable services which have contributed to the growth and prosperity of the Corporation;

WHEREAS, the Executive is party to a death benefit agreement (the "Original Agreement") dated on or about March, 2006 pursuant to which the Corporation shall provide the AJK Dynasty Trust dated March 17, 2003, the Executive's beneficiary (the "Beneficiary"), with the payment of a death benefit;

WHEREAS, the Original Agreement was amended pursuant to the employment agreement dated December 31, 2008 between the Corporation and the Executive;

WHEREAS, the Corporation and the Executive wish to amend and restate the Original Agreement to increase the death benefit payable to the Beneficiary to $10,000,000 (ten million dollars).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1.           DEATH BENEFIT.

A. Upon the Executive’s death at any time, whether during his employment with the Corporation or following the termination of his employment for any reason, the Corporation shall pay to the Beneficiary a payment of $10,000,000 (ten million dollars) (the “Death Benefit”).  The Death Benefit shall be paid in a cash lump sum within thirty (30) days following the Executive’s death.

B. The Death Benefit shall not be payable if the Executive’s death results from suicide, whether sane or insane, within two (2) years after the execution of this Agreement.

2. CONDITIONS.

In order to fund its cash payment obligation under this Agreement, the Corporation may elect, in its absolute discretion, to purchase a life insurance policy.  The Executive agrees that in the event the Corporation elects to do so, then the Corporation may insure the life of the Executive and the Executive agrees to cooperate with the Corporation and insurance carrier in order to facilitate the purchase of such insurance.  The Executive further agrees that if the Corporation elects to purchase such a life insurance policy, then the Corporation or a Trust (as described in Section 3 of this Agreement) shall be the owner and the beneficiary of that policy.

3. ESTABLISHMENT OF TRUST.

The Corporation may establish a Death Benefit Only Trust (the “Trust”).  If established, all benefits payable under this Agreement to the Beneficiary shall be paid directly by the Corporation from the Trust.  To the extent that such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation.  The Trust, if established, shall be an irrevocable grantor trust which conforms to the terms of the model trust as described in IRS revenue procedure 92-64, I.R.B. 1992-33 except an independent individual third party may be designated as trustee.  The assets of the Trust are subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency, as defined therein.  Except as provided under the Trust, the Corporation shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Agreement, and neither the Executive nor the Beneficiary shall have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Agreement.

4. EMPLOYMENT RIGHTS.

This Agreement shall not be deemed to create a contract of employment between the Corporation and the Executive and shall create no right in the Executive to continue in the Corporation’s employ for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Corporation, except as are set forth in this Agreement.

5.           EXECUTIVE RIGHT TO ASSETS.

A. The rights of the Executive, the Beneficiary, or any other person claiming through the Executive under this Agreement, shall be solely those of an unsecured general creditor of the Corporation. The Executive, the Beneficiary, or any other person claiming through the Executive, shall have the right to receive those payments specified under this Agreement only from the Corporation, and has no right to look to any specific or special property separate from the Corporation for payments.

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B. The Executive agrees that he, the Beneficiary, or any other person claiming through the Executive shall have no right or beneficial ownership interest whatsoever in any general asset used or acquired by the Corporation in connection with the liabilities it has assumed under this Agreement. Such assets shall not be deemed to be held under any trust for the benefit of the Executive or the Beneficiary, nor shall any such general assets be considered security for the performance of the obligations of the Corporation. Any such assets shall remain general, unpledged, and unrestricted assets of the Corporation.

C. The Executive also understands and agrees that his participation in the acquisition of any such general asset for the Corporation shall not constitute a representation to the Executive, the Beneficiary, or any person claiming through the Executive that any of them has a special or beneficial interest in such general asset.

 6. INDEPENDENCE OF BENEFITS.

The benefits payable under this Agreement shall be independent of, and in addition to, any other benefits or compensation, whether by salary, or bonus or otherwise, payable under any other employment agreements that now exist or may hereafter exist from time to time between the Corporation and the Executive.  This Agreement between the Corporation and the Executive does not involve a reduction in salary or foregoing of an increase in future salary by the Executive.  Nor does the Agreement in any way affect or reduce the existing and future compensation and other benefits of the Executive.

7.           ASSIGNABILITY.

Except in so far as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under this Agreement shall be valid or recognized by the Corporation.

8.           AMENDMENT.

This Agreement may be amended at any time by mutual written agreement of the Corporation and the Executive.  The Corporation shall have no right to change the benefits under this Agreement without the prior written consent of the Executive. TheExecutive may change the Beneficiary under this Agreement upon prior written notice to the Corporation, Attn. General Counsel, 1400 Corporate Center Way, Wellington, Florida 33414.If any provision of this Agreement contravenes any regulations or guidance promulgated under Section 409A of the U.S. Internal Revenue Code of 1986 (collectively, “Section 409A”), the Corporation shall amend this Agreement or any provision hereof to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A.

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9.           LAW GOVERNING.

This Agreement shall be governed by the laws of the State of Florida.  This Agreement is solely between the Corporation and the Executive.  Further, the Executive, the Beneficiary or other persons claiming through the Executive shall only have recourse against the Corporation for enforcement of the Agreement.  However, it shall be binding upon the Beneficiary and the beneficiaries, heirs, executors and administrators of the Executive and upon the successors and assigns of the Corporation.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

CORPORATION	B/E AEROSPACE, INC.
	a Delaware Corporation
ATTEST:
	By:
By: ______________________	Name:
Name: Ryan M. Patch	Title:
Title:  Secretary
EXECUTIVE:
	AMIN J. KHOURY

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Exhibit B

Terms of the Consulting Arrangement1

1.           Purpose.      As the founder of the Company, the Executive has knowledge, experience and skills that are unique and essential to the Company.  The Company acknowledges that following the executive’s termination of employment, it is in the best interest of the Company and its shareholders to retain the Executive as a consultant and advisor.

2.           Term.           The term of the Executive’s consulting services will commence on the Termination Date and terminate on the fifth (5th) anniversary of the Termination Date (the “Consulting Period”).

3.           Consulting Services.

(a)           Services.2                      The Executive’s services hereunder during the Consulting Period shall consist of strategic planning, financial planning, merger and acquisition advice and consultation to the Company, as well as providing periodic advice and consultation regarding key staffing and recruitment issues and such other services mutually agreed to by the Executive and the Company (the “Consulting Services”).  At all times the Consulting Services shall be non-exclusive and the Executive shall only be required to devote so much time as is reasonably necessary to discharge the Consulting Services; provided, however, that in no event will the Consulting Services provided during each year of the Consulting Period cause the Executive’s termination to cease to be a Separation of Service for purposes of Section 409A of the Code.

(b)           Service Standards.       The Executive shall perform the Consulting Services in a commercially reasonable manner.  In no event shall the Executive have any liability to the Company arising out of or related to the Executive’s performance of the Consulting Services except to the extent it arises directly by reason of the Executive’s gross negligence or willful misconduct in performing such Consulting Services.

(c)           Expenses.                      During the Consulting Period the Company shall:

(i)         provide the Executive with an office at its Wellington, Florida facility or such other location otherwise reasonably agreed by the Company and the Executive;

(ii)         provide the Executive with a full-time assistant;

(iii)         provide the Executive with travel in accordance with the Company’s policy regarding Authorization and Limitation on Officer Travel as in effect on the Termination Date;

 

1 Defined terms have the meanings ascribed thereto in the Agreement.

2 Consulting Services to be confirmed upon the Termination Date.

(iv)         provide Executive with an automobile or automobile allowance in accordance with Section 5.5 of the Agreement; and

(v)         pay or reimburse the Executive for reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of the Consulting Services in accordance with past practices; provided, however, that (i) in no event shall reimbursement occur after December 31st of the year following the year in which expenses are incurred and (ii) no amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

4.           Nature of the Relationship.

(a)           Independent Contractor.        The Executive shall perform the Consulting Services in the capacity of an “independent contractor,” being solely responsible for his actions or inactions.  Nothing in this Exhibit or the Agreement shall be construed to create an employment relationship between the parties.  With respect to the Consulting Services, the Executive will not be an employee of the Company for any purpose, including, without limitation:  (i) for federal, state or local tax, employment, withholding or reporting purposes; or (ii) for eligibility or entitlement to any benefit under any of the Company’s employee benefit plans (including, without limitation, those plans that are subject to the Employee Retirement Income Security Act of 1974, as amended), incentive compensation or other employee programs or policies.

(b)           Code of Conduct.                     During the Consulting Period, the Executive shall comply with the Company’s Code of Conduct and its Delegation of Authority or any successor policies, each as in effect from time to time (as if the Executive were a non-management employee with respect to the Delegation of Authority Policy).

(c)           Payment of Taxes.                    The Executive shall be responsible for, and shall maintain adequate records of, expenses that the Executive incurs in the course of performing the Consultant Services hereunder and shall be solely responsible for and shall file, on a timely basis, tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Executive’s performance of the Consulting Services.  Neither federal, state nor local income tax of any kind shall be withheld or paid by the Company with respect to any amount paid to the Executive during the Consulting Period.  The Executive is responsible for withholding and paying all employment taxes and income withholding taxes as required.

(d)           Indemnification.                        To the fullest extent permitted under applicable laws, rules and regulations and the Company’s applicable corporate governance documents, the Company agrees to indemnify and hold the Executive harmless from any loss or liability, cost and expense (including, but not limited to, reasonable attorney’s fees) incurred by the Executive as a result of the Executive being made a party to any action or proceedings by reason of the Executive’s provision of the Consulting Services.

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5.           Consulting Fees.                                During the Consulting Period, the Executive shall receive a consulting fee of 15% of his Salary in effect immediately prior to the Termination Date per calendar year (the “Fees”), payable in monthly installments in arrears on the last day of the month (pro-rated for partial months).

6.           Effect of Death or Incapacity.         In the event of the Executive’s death or Incapacity the Executive shall no longer be required to perform the Consulting Services and the Executive or his estate or beneficiaries, as applicable, shall be entitled to a lump-sum payment equal to the amount of Fees payable to the Executive for the remainder of the Consulting Period.  The lump-sum payment shall be made within ten (10) business days following the effective date of the Executive’s termination.

7.           Termination of Consulting Period.   The Consulting Period may not be terminated and the terms and conditions of the consulting relationship may not be amended or modified, without the prior written consent of both the Company and the Executive.

8.           Documents and Materials.              Upon termination of the Consulting Period or at any other time upon the Company’s request, the Executive will promptly deliver to the Company, without retaining any copies, all documents and other materials furnished to the Executive by the Company, prepared by the Executive for the Company or otherwise relating to the Company's business, including, without limitation, all written and tangible material in the Executive’s possession incorporating any Proprietary Information.

9.           Proprietary Rights and Non Competition.      The provisions of Section 6 of the Agreement shall apply during the Consulting Period.  All references to Employment Term in Section 6 shall also be deemed to refer to the Consulting Period.

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Exhibit C

Form of Mutual Waiver Agreement

SEPARATION AGREEMENT AND MUTUAL RELEASE

This Separation Agreement and Mutual Release (the “Agreement”), is made as of ______ __, 20___, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”) and Amin J. Khoury (“Employee”), for the purpose of memorializing the terms and conditions of the Employee’s departure from the Company’s employment.

Now, therefore, in consideration of the sum of one dollar ($1.00) and the mutual promises, agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (the “Settlement Consideration”), the parties hereto, intending to be legally bound, hereby agree as follows:

1.           Termination; Employment Agreement.  Effective _________, 20__, Employee’s employment with the Company was terminated.  Upon Employee’s termination, Employee and the Company shall each have those respective surviving rights, obligations and liabilities described in that certain Amended and Restated Employment Agreement, dated as of ______, 2013, by and between Employee and the Company (the “Employment Agreement”).

2.           Non-Released Claims.

(a)           Employee Non-Released Claims.     It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of the Company’s, its agent, representative or designee’s obligations to Employee (i) that are specified in the Employment Agreement as surviving the termination of Employee’s employment, (ii) that arise out of or from respondeat superior principles, (iii) for claims for indemnification and defense under any organizational documents, agreement, insurance policy, or at law or in equity concerning either the Company, its subsidiaries, affiliates, directors, officers or employees, (iii) concerning any deferred compensation plan, 401(k) plan, equity plan or retirement plan, and (iv) any claims not waivable under applicable law, collectively, the “Employee Non-Released Company Claims”.

(b)           Company Non-Released Claims.  It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of (i) the Employee’s obligations to the Company concerning the Company’s confidential information and proprietary rights that survive Employee’s termination of employment, including those specified in Section 6 of the Employment Agreement, (ii) any claim of the Company for fraud based on willful and intentional acts or omissions of Employee, other than those taken in good faith and in a manner that Employee believed to be in or not opposed to the interests of the Company, proximately causing a financial restatement by the Company, and (iii) any claims not waivable by the Company under applicable law, collectively, the “Company Non-Released Employee Claims”.

3.           General Release in Favor of the Company:  Employee, for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the “Releasers”), hereby forever releases and discharges the Company, its Board of Directors, and any of its past, present, or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns and any of its or their past, present or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns (whether acting as agents for the Company or in their individual capacities) (collectively, the “Releasees”) from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, by reason of any act, omission, transaction or occurrence which Releasers ever had, now have or hereafter can, shall or may have against Releasees up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.  Without limiting the generality of the foregoing, Releasers hereby release and discharge Releasees from:

(a)           any and all claims for backpay, frontpay, minimum wages, overtime compensation, bonus payments, benefits, reimbursement for expenses, or compensation of any kind (or the value thereof), and/or for liquidated damages or punitive damages (under any applicable statute or at common law);

(b)           any and all claims, relating to Employee’s employment by the Company,  the terms and conditions of such employment, employee benefits related to Employee’s employment, the termination of Employee’s employment, and/or any of the events relating directly or indirectly to or surrounding such termination;

(c)           any and all claims of discrimination, harassment, whistle blowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), including without limitation, all claims under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Florida Civil Rights Act of 1992, the Florida Whistle-Blower Law (Fla. Stat. § 448.101 et seq.), the Florida Equal Pay Act, and waivable rights under the Florida Constitution;

(d)           any and all claims under any contract, whether express or implied;

(e)           any and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering;

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(f)           any and all claims for violation of any statutory or administrative rules, regulations or codes;

(g)           any and all claims for attorneys' fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like;

which Releasers ever had, now have or hereafter can, shall or may have against Releasees for, upon or by reason of any act, omission, transaction or occurrence up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.

4.           General Release in Favor of Employee.    The Releasees, and each of them, hereby release Releasers, and each of them, from all claims or causes of action whatsoever, known or unknown, including any and all claims of the common law of the State of Florida, including but not limited to breach of contract (whether written or oral), promissory estoppel, defamation, unjust enrichment, or claims for attorneys’ fees and costs and all claims which were alleged or could have been alleged against the Employee which arose from the beginning of the world to the date of this Agreement, except for the Company Non-Released Employee Claims.

5.           Non-Disparagement.  The parties agree that they will not (a) disparage or encourage or induce others to disparage the other party (including, without limitation, the Releasees and the Releasers), or (b) engage in any conduct or induce any other person to engage in any conduct that is any way injurious to either party's (including, without limitation, the Releasees' or the Releasers’) reputation and interests (including, without limitation, any negative or derogatory statements or writings).

6.           Covenants not to Sue.

(a)           Employee Covenant not to Sue.  Employee represents and warrants that to date, he has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against the Company or any other Releasee.  Without in any way limiting the generality of the foregoing, Employee hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Employee Non-Released Company Claims.  Employee agrees that he will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

(b)           Company Covenant not to Sue.  The Company represents and warrants that to date, it has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against Employee or any other Releaser.  Without in any way limiting the generality of the foregoing, the Company hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Company Non-Released Employee Claims.  The Company agrees that it will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

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7.           No Admission.  The making of this Agreement is not intended, and shall not be construed, as an admission that the Company or any of the Releasees, has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrongdoing whatsoever.

8.           Effectiveness.  This Agreement shall not become effective until the eighth day following Employee’s signing of this Agreement (“Effective Date”) and Employee may at any time prior to the Effective Date revoke this Agreement by giving notice in writing of such revocation to:

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL  33414

Attn: General Counsel

In the event that Employee revokes this Agreement prior to the eighth day after his execution thereof, this Agreement, and the promises contained herein, shall automatically be deemed null and void.

9.           Employee Acknowledgement.  Employee acknowledges that he has been advised in writing to consult with an attorney before signing this Agreement, and that Employee has been afforded the opportunity to consider the terms of this Agreement for twenty-one (21) days prior to its execution.  Employee further acknowledges that he has read this Agreement in its entirety, that he fully understands all of its terms and their significance, that he has signed it voluntarily and of Employee’s own free will, and that Employee intends to abide by its provisions without exception.

10.           Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect, however, the remaining provisions shall be enforced to the maximum extent possible.

11.           Entire Agreement.  This Agreement and the Employment Agreement, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between the parties and may not be changed orally.  Employee acknowledges that neither the Company nor any representative of the Company has made any representation or promises to Employee other than as set forth herein or therein.  No other promises or agreements shall be binding unless in writing and signed by the parties.

12.           General Provisions.

(a)           Governing Law; Jurisdiction; Venue.  This Agreement shall be enforced, governed and interpreted by the laws of the State of Florida without regard to Florida's conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled in a court of competent jurisdiction in the State of Florida in Palm Beach County.  Each party consents to the jurisdiction of such Florida court in any such civil action or legal proceeding and waives any objection to the laying of venue in such Florida court.

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(b)           Prevailing Party.                                In the event of any litigation, dispute or contest arising from a breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred in connection with such litigation, dispute or contest, including without limitation, reasonable attorneys’ fees, disbursement and costs, and experts’ fees and costs.

(c)           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same instrument.

(d)           Binding Effect.  This Agreement is binding upon, and shall inure to the benefit of, the parties, the Releasers and the Releasees and their respective heirs, executors, administrators, successors and assigns.

(e)           Interpretation.  Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Agreement shall not apply a presumption that the provisions hereof shall be more strictly construed against one party who prepared the Agreement, it being agreed that all parties have participated in the preparation of all provisions of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Separation Agreement and Mutual Release as of the date first written above.

		B/E AEROSPACE, INC.
		By:
Amin J. Khoury		PRINT NAME:
		TITLE:
STATE OF FLORIDA	)
	) ss.
COUNTY OF ___________	)

I HEREBY CERTIFY, that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Amin J. Khoury, to me known to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he/she executed the same.  This individual is personally known to me or has produced a ______________________ as identification and did take an oath.

SWORN TO AND SUBSCRIBED before me this _____ day of ________, 20__.

Notary Public

My Commission Expires:

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EX-10.2

EXHIBIT 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into effective as of July 29, 2013, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”),and Werner Lieberherr (the “Executive”).

RECITALS

WHEREAS, the Executive and the Company entered into an Amended and Restated Employment Agreement dated January 1, 2011 (the “Past Employment Agreement”);

WHEREAS, the Executive and the Company entered into that certain Proprietary Rights Agreement effective July 5, 2006 (the “2006 Proprietary Rights Agreement”) and that certain Proprietary Rights Agreement effective January 1, 2011 (the “2011 Proprietary Rights Agreement”);

WHEREAS, the Executive and the Company wish to enter into this Agreement, which shall supersede and replace in its entirety the Past Employment Agreement except that the 2006 Proprietary Rights Agreement incorporated therein by reference shall not be superseded by this Agreement;

WHEREAS, the Executive, having provided services to the Company since July 2006, agrees to continue to provide services for the benefit of the Company for an additional period as provided herein, and the Company wishes to procure such services as provided herein;

WHEREAS, the Executive and the Company agree and acknowledge that this Agreement grants to the Executive benefits and consideration from the Company above and beyond those to which the Executive is otherwise entitled, individually or collectively, under the Past Employment Agreement, any other agreement, or any policies of the Company; and

WHEREAS, the Company wishes to secure for its benefit the experience, abilities and services of the Executive and to prevent the loss of such experience, services and abilities subject to the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1.           The Past Employment Agreement.  The Past Employment Agreement is hereby restated, superseded and replaced in its entirety by this Agreement.  The 2006 Proprietary Rights Agreement shall continue in full force and effect except that it is hereby deemed by each of the Company and the Executive to apply to the period of the Executive’s employment from July 5, 2006 through December 31, 2010 and thereafter subject to its terms.  The 2011 Proprietary Rights Agreement shall apply only to the period of the Executive’s employment from January 1, 2011 and continue in effect throughout Executive’s employment and thereafter subject to its terms.

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.”  At no point during the Employment Term shall the Executive compete or take any preparations to compete with the Company.

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 such capacity, as may from time to time be prescribed by the Chief Executive Officer of the Company, his designee or the Board in its/their sole discretion.  The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such powers, duties and responsibilities and shall comply with all of the Company’s policies and procedures.  The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company.  The Executive’s performance will be reviewed by the Chief Executive Officer on an annual basis.

4.           Compensation.

(a)           Salary.  During the Employment Term, the Executive shall receive a salary (the “Salary”) payable at the rate of $681,408 per annum.  Such rate shall be subject to adjustment from time to time by the Compensation Committee of the Board (the “Compensation Committee”); provided, however, that it shall at no time be adjusted below the Salary then in effect.  The Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions.  The Salary shall be pro-rated for any period of service less than a full year.

(b)           Incentive Bonus.  During the Employment Term, the Executive shall be eligible to receive an incentive target performance bonus (the “Bonus”) in accordance with the Company’s executive bonus plan then in effect, as determined by the Compensation Committee at the end of the applicable fiscal year.  The Bonus shall be paid in accordance with Company policy, but in no event later than March 15th of the year following the year in which the Executive earned such Bonus.

(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 and procedures in effect from time to time.

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(d)           Benefits.  During the Employment Term, the Executive shall be entitled to participate in or receive benefits under any life or disability insurance, health, executive medical expense reimbursement, pension, retirement, accident, and other 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 effect from time to time.  In accordance with the Company’s policies in effect from time to time applicable to the Executive, 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.

(e)           Automobile.  During the Employment Term, the Executive shall receive an automobile allowance (the “Automobile Allowance”) of $1,100 per month less applicable taxes, payable in accordance with Company policy, but in no event later than March 15th of the year following the year in which the Automobile Allowance will accrue.

(f)           Equity Awards.

(i)           During the Employment Term, the Executive shall be eligible to participate in any applicable equity compensation program of the Company in effect from time to time on the terms set forth by the Compensation Committee in its sole discretion, which programs may include stock options or restricted stock awards or units (“Equity Awards”).  The grant timing, form and amount of the Equity Awards shall be determined by the Compensation Committee in its sole discretion.  

(ii)           Notwithstanding any provision in the applicable award documents and the preceding paragraph to the contrary, and as additional consideration for the Executive’s restrictive non-competition and non-solicitation covenants for the benefit of the Company set forth in Section 6 of this Agreement, the Executive’s unvested Equity Awards shall, subject to applicable law, accelerate and become immediately vested and unrestricted and, as applicable, become immediately exercisable and remain exercisable through the remainder of their term following the occurrence of the termination of the Executive’s employment without Cause or for Good Reason pursuant to Section 5(e).  Any Equity Award granted to Executive that is not otherwise accelerated as a result of the termination of Executive’s employment on a specified Termination Date (e.g., termination without Good Reason) will be considered by the Compensation Committee for immediate vesting in connection with any such separation of service with such determination being in the discretion of the Compensation Committee and/or Board of Directors.

(g)           Retirement Compensation.  The Company has established the BE Aerospace, Inc. 2010 Deferred Compensation Plan (“SERP”).  On January 1st of each year the Executive is employed hereunder, the Company will make a tax deferred contribution to the SERP (the “Retirement Contribution”) on behalf of the Executive equal to twenty percent (20%) of the Salary in effect as of the date of contribution.  The Executive must be employed on the applicable date of contribution to receive a Retirement Contribution.  Each Retirement Contribution shall be subject to the terms and conditions of the SERP except that (A) Retirement Contributions made for calendar years 2011, 2012, 2013, 2014 and 2015 shall vest in full on January 1, 2016 (provided that the Executive is employed on such date) or, if earlier, upon (i) the Executive meeting the requirements of a “retirement,” (ii) the Executive’s “separation from service” by the Company without Cause or by the Executive with Good Reason, each pursuant to Section 5(e), (iii) the Executive’s death pursuant to Section 5(b), (iv) a “change of control,” or (v) the Executive meeting the requirements of a “disability” (retirement, change of control and disability, each as such term is defined in the SERP), and (B) all Retirement Contributions made on and after January 1, 2016 shall vest in full on the date of each such Retirement Contribution.  The Retirement Contributions shall be allocated to the Executive’s retirement account under the SERP.

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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 if the Executive’s employment is terminated (i) by his death, the date of his death or (ii) for any other reason, the date on which the Executive incurs a Separation from Service.

(b)           Death.

(i)           The 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 (A) the Salary and Automobile Allowance (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date, (B) any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the date of death, and (C) any earned but unpaid Bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the date of death.

(ii)           Upon the Executive’s death at any time during or after the Employment Term, the Company shall, within thirty (30) days following the date of death, also 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 death benefit in accordance with the Death Benefit Agreement attached hereto as Exhibit A and hereby incorporated by reference.

(c)           Incapacity.  If, in the reasonable judgment of the Chief Executive Officer, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve (12)-month period.  In such event, upon the Termination Date, the Company shall pay to the Executive a lump sum payment equal to (i) the Salary and Automobile Allowance (at the rates in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date, (ii) any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date, and (iii) any earned but unpaid Bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date.  The lump sum payment shall be made within thirty (30) days following the Termination Date.  Any dispute between the Chief Executive Officer 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 Chief Executive Officer and the Executive or his personal representative, whose decision shall be binding on all parties.

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(d)           Termination by the Company for Cause; Termination by the Executive without Good Reason.

(i)           If the Company terminates the Executive’s employment for Cause, the Company shall have no further obligations to the Executive hereunder after the Termination Date, except for unpaid Salary, Automobile Allowance, vacation time and benefits accrued through the Termination Date, and pursuant to Section 15 (addressing Code Section 409A to the extent applicable), Section 18 (Indemnification) hereof, or other indemnification available to Executive by agreement, insurance, law, equity, or the Company’s organizational documents.

(ii)           For purposes of this Agreement, “Cause”  shall mean (A) after receipt of written notice from the Chief Executive Officer or the Board of Directors, and a reasonable opportunity to cure, the Executive’s willful and continued material failure, refusal or neglect to substantially perform and discharge his powers, duties, obligations or responsibilities hereunder (including duties prescribed by the Chief Executive Officer pursuant to Section 3 above), (B) after receipt of written notice from the Chief Executive Officer or the Board of Directors, and a reasonable opportunity to cure, the Executive’s willful, continued and intentional breach of any fiduciary duties the Executive may have because of any position the Executive holds with the Company or any subsidiary or affiliate thereof, or (C) a felony conviction in a judgment that has become final and non-appealable, of a conviction for any crime involving the Executive’s personal dishonesty or moral turpitude, or any indictment by a grand jury for acts detrimental to the Company’s best interests.

(iii)           If the Executive terminates his employment without Good Reason, then the Company shall pay to the Executive a lump-sum payment equal to:

(A)           any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date; and

(B)           any earned but unpaid Bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date.

The lump-sum payment under clauses (A) – (B) shall be made within thirty (30) days following the Termination Date.

(e)           Termination by the Company without Cause; Termination by the Executive for Good Reason.  The Company may terminate the Executive’s employment hereunder at any time without Cause and Executive may terminate his employment with “Good Reason” (as defined below).    In each such event, the Company shall pay to the Executive a lump sum payment equal to:

(i)           any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date;

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(ii)           any earned but unpaid Bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date;

(iii)           the Salary and Automobile Allowance payable (at the rates in effect as of the Termination Date) during the period from the Termination Date through the Expiration Date; and

(iv)           one (1) times the Salary and Automobile Allowance in effect as of the Termination Date.

The lump-sum payment under clauses (i) – (iv) shall be made within thirty (30) days following the Termination Date, provided, however, that to the extent that Section 409A applies, the payments pursuant to clauses (iii) – (iv) shall be made on the date that is six (6) months and one (1) day following the Termination Date.

(v)           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 President and Chief Operating Officer of the 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(e), thirty (30) days prior to the Termination Date);

(D)           requiring Executive to be based at any office or location that is anywhere other than Executive’s principal place of employment; 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, if applicable, within thirty (30) days after receiving such notice.

(f)           Change of Control.

(i)           If a “Change of Control” occurs during the Employment Term, the Executive’s employment shall be terminated by the Company as of the Change of Control date and the Company or its successor in interest shall pay to the Executive a lump sum payment equal to:

(A)           any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date;

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(B)           any earned but unpaid Bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date;

(C)           the Salary and Automobile Allowance payable (at the rates in effect as of the Termination Date) during the period from the Termination Date through the Expiration Date; and

(D)           one (1) times the Salary and Automobile Allowance in effect as of the Termination Date.

The lump sum payment shall be made on the Termination Date.

(ii)           For purposes of this Agreement, a “Change of Control” shall mean a “change in control event” within the meaning of the default rules under Section 409A.

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

(iv)           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 Agreement.

(v)           Subject to timely payment of the foregoing amounts set forth in Section 5(f) and the provision of the benefits described in 5(g), and the Company’s compliance with the other foregoing terms, the Company shall have the option, upon providing written notice to Executive on or before the Termination Date, to re-hire the Executive for employment with the Company, its purchaser or its successor for a minimum of twelve (12) months and up to twenty four (24) months beyond the Termination Date at the same Salary, bonuses, Equity Awards, benefits and Automobile Allowance (and at the Executive’s same Company location) as in effect as of the Termination Date in exchange for the same services from the Executive as contemplated by Section 3 of this Agreement, and on such additional terms as the Company and Executive may agree.

(g)           Benefit Continuation.  If the Executive’s employment is terminated for any reason other than Cause, then Executive and his spouse, for as long as they each may live, and Executive’s eligible dependents, shall be entitled to (i) all medical, dental and health benefits available from time to time to the Company’s executive officers and their dependents, respectively on similar terms and conditions as active employees (provided that the level of such benefits is not less than the benefits available to the Executive on July 1, 2013, as well as 100% payment for and reimbursement of all medical and dental services and costs incurred by the 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 expense reimbursement plan in effect as of the Termination Date, but in no event less than those in effect as of July 1, 2013.  To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Code (“Section 409A”), the Company shall reimburse such medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the seventh (7th) month of the year next following the calendar year in which such expenses are incurred.  

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6.           Covenants of the Executive.  In consideration of the execution of this Agreement, including all of the benefits set forth herein that are beyond or in addition to the benefits the Executive was entitled to receive under the Past Employment Agreement (each benefit separately being sufficient consideration for the Executive’s covenants contained in this Section 6), and the Executive’s commencement of employment as the President and Chief Operating Officer with the Company (also separately being sufficient consideration for the Executive’s covenants contained in this Section 6), the Executive agrees as follows:

(a)           Non-Competition.

(i)           The Executive shall not during the Executive’s employment with the Company and for three (3) years after the Termination Date or Expiration Date, whichever occurs first (the “Non-Compete Restrictive Period”), directly or indirectly:

(A)           compete in the United States or on the internet with respect to any “Competing Product or Service,” which is defined to mean those products or services offered and/or under development by the Company or any of its subsidiaries or affiliates during the Executive’s employment with the Company of which the Executive has knowledge, or any product or service competitive with or intended to compete with such products or services, or any product or service which the Executive acquired knowledge of as a result of his employment with the Company;

(B)           own, invest in, make loans to, operate, manage, control, participate in, consult with, or advise, any entity or person that provides a Competing Product or Service with the Company in the United States or on the internet.  This covenant shall not prevent the Executive from having passive investments of less than five percent (5%) of the outstanding equity securities of any entity listed for trading on a national stock exchange (as defined in the Securities Exchange Act of 1934) or any recognized automatic quotation system.

(ii)           If the Executive breaches any covenant contained in this Section 6(a), the Executive agrees and acknowledges that the Non-Compete Restrictive Period shall be extended during the time of such breach.  The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 6(a), the Non-Compete Restrictive Period may be extended for up to three (3) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Executive breached a covenant contained in Section 6(a).

(b)           Non-Solicitation.

(i)           As a separate and independent covenant, the Executive agrees that he shall not during his employment with the Company and for three (3) years after the Termination Date or the Expiration Date, whichever occurs first (the “Non-Solicitation Restrictive Period”), directly or indirectly:

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(A)           contact, solicit, perform services for, or accept work or business (in any capacity other than as a Company employee) from any clients or customers of the Company, its subsidiaries or affiliates, with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s confidential information and/or trade secrets;

(B)           contact, solicit or accept contact from any clients, subcontractors, consultants, vendors, suppliers or independent contractors of the Company, its subsidiaries or affiliates, for the purpose of interfering with, causing, inviting, or encouraging any such persons or entities from altering or terminating their business relationship or association with the Company, its subsidiaries or affiliates.  This applies to any clients, subcontractors, consultants, vendors, suppliers or independent contractors with whom the Executive has worked or had contact during his employment with the Company, or of whom the Executive had knowledge due to his employment or access to the Company’s confidential information and/or trade secrets; or

(C)           contact, solicit or accept contact from any employee of the Company, its subsidiaries or affiliates for the purpose of interfering with their employment with the Company, its subsidiaries or affiliates, or inviting or encouraging them to terminate their employment with the Company, its subsidiaries or affiliates or which has the effect of altering or terminating their employment with the Company, its subsidiaries or affiliates.

(ii)           If the Executive breaches any covenant contained in this Section 6(b), the Executive agrees and acknowledges that the Non-Solicitation Restrictive Period shall be extended during the time of such breach.  The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 6(b), the Non-Solicitation Restrictive Period may be extended for up to three (3) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Executive breached a covenant contained in Section 6(b).

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

8.           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:

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention: General Counsel

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If to the Executive, to him at:

Werner Lieberherr

255 Belleford Court

Lewisville NC 27023

9.           Entire Agreement.  This Agreement, the 2006 Proprietary Rights Agreement and the 2011 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  The non-solicitation and non-competition provisions in this Agreement and in the 2011 Proprietary Rights Agreement shall be deemed separate and distinct provisions and each applicable time period shall run concurrently in accordance with its terms for the benefit of the Company.

10.           Mutual Waiver.  Except in the event of a termination for Cause, the Executive and the Company agree to sign a mutual waiver and release of claims agreement effective as of the Termination Date, substantially in the form attached hereto as Exhibit B, and hereby incorporated by reference (the “Mutual Waiver”).

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

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

13.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of Florida.

14.           Withholding.  Without limiting the effect of Sections 15 and 16, all payments 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.

15.           Section 409A.

(a)           If any amounts that become due under Section 5 of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A, payment of such amounts shall not commence until the Executive incurs a Separation from Service if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.

(b)           Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive’s Separation from Service for any reason other than death or (ii) the Executive’s date of death.  The provisions of this Section 15(b) shall only apply if required to comply with Section 409A.

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(c)           For purposes of this Agreement, “Separation from Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) and determined in accordance with the default rules under Section 409A.  “Specified Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

(d)           It is intended that the terms and conditions of this Agreement comply with Section 409A.  If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A, 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, (ii) avoid the imposition of taxes, interest and penalties under Section 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A, provided, however, that no such amendment shall have the effect of reducing the amount of any payment or benefit payable to Executive pursuant to this Agreement.  This Section 15(d) 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.

(e)           Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.  No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

16.           [Reserved].

17.           Legal Fees.                      In the event of a dispute between the parties with respect to any payments due hereunder in connection with Incapacity, a termination without Cause, termination “for” or “without” Good Reason or a Change of Control, the Company will pay the costs of all legal fees and dispute related costs and expenses incurred in connection with such dispute.  Such costs and expenses shall be provided to Executive in a timely manner, such as on a monthly basis.

18.           Indemnification.  To the maximum extent permitted under the law of the State of Delaware as from time to time in effect, the Company hereby agrees to indemnify and defend Executive and hold him harmless from and against all liabilities, costs and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in settlement or as fines or penalties, and counsel fees and disbursements, incurred by Executive in connection with the defense or disposition of, or otherwise in connection with or resulting from, any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which Executive may be or may have been involved as a party or otherwise or with which Executive may be or may have been threatened, while in office or thereafter, by reason of Executive’s being an officer or director of the Company or by reason of any action taken or not taken in such capacity.

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19.           Enforceability; Waiver.  If any arbitrator or court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions of this Agreement, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall be construed, blue-penciled or reformed by the court or arbitrator in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed in such provision.  The 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 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.

20.           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.

21.           Survival.  The obligations of the Executive pursuant to the 2006 Proprietary Rights Agreement, the 2011 Proprietary Rights Agreement, the respective obligations of the parties pursuant to Sections 4(f)(ii), 4(g), and 5 through 21 of this Agreement 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 accordance with the applicable statute of limitations period(s).

[Signature Page Follows]

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

EXECUTIVE
/s/ Werner Lieberherr
Werner Lieberherr
Date:	July 29, 2013
COMPANY:
By:	/s/ Thomas P. McCaffrey
Name:	Thomas P. McCaffrey
Title:	Senior Vice President and Chief Financial Officer

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Exhibit A

Death Benefit Agreement

This Death Benefit Agreement (the “Agreement”) is entered into this 30th day of November, 2012, by and between B/E AEROSPACE, INC., a Delaware corporation, hereinafter called the “Corporation,” and WERNER LIEBERHERR, hereinafter called the “Executive.”

WHEREAS, the Executive has been employed by the Corporation for many years and has rendered valuable services which have contributed to the growth and prosperity of the Corporation;

WHEREAS, the Corporation wishes to provide Esther Lieberherr, as the Executive’s primary beneficiary (the “Primary Beneficiary”), or the Trustees of the Trust created under Article IV of the Last Will and Testament of Werner Lieberherr, as the Executive’s contingent or secondary beneficiary (the “Secondary Beneficiary”), (the Primary Beneficiary or Secondary Beneficiary, as may be applicable, is referred to herein as the “Beneficiary”), with the payment of a $5,000,000 (five million dollars) death benefit pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1.           DEATH BENEFIT.

A. Upon the Executive’s death at any time, whether during his employment with the Corporation or following the termination of his employment for any reason, the Corporation shall pay to the Beneficiary a payment of $5,000,000 (five million dollars) (the “Death Benefit”).  The Death Benefit shall be paid in a cash lump sum within thirty (30) days following the Executive’s death.

B. The Death Benefit shall not be payable if the Executive’s death results from suicide, whether sane or insane, within two (2) years after the execution of this Agreement.

2. CONDITIONS.  In order to fund its cash payment obligation under this Agreement, the Corporation may elect, in its absolute discretion, to purchase a life insurance policy.  The Executive agrees that in the event the Corporation elects to do so, then the Corporation may insure the life of the Executive and the Executive agrees to cooperate with the Corporation and insurance carrier in order to facilitate the purchase of such insurance.  The Executive further agrees that if the Corporation elects to purchase such a life insurance policy, then the Corporation or a Trust (as described in Section 3 of this Agreement) shall be the owner and the beneficiary of that policy.

3. ESTABLISHMENT OF TRUST.  The Corporation may establish a Death Benefit Only Trust (the “Trust”).  If established, all benefits payable under this Agreement to the Beneficiary shall be paid directly by the Corporation from the Trust.  To the extent that such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation.  The Trust, if established, shall be an irrevocable grantor trust which conforms to the terms of the model trust as described in IRS revenue procedure 92-64, I.R.B. 1992-33 except an independent individual third party may be designated as trustee.  The assets of the Trust are subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency, as defined therein.  Except as provided under the Trust, the Corporation shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Agreement, and neither the Executive nor the Beneficiary shall have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Agreement.

4. EMPLOYMENT RIGHTS.  This Agreement shall not be deemed to create a contract of employment between the Corporation and the Executive and shall create no right in the Executive to continue in the Corporation’s employ for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Corporation, except as are set forth in this Agreement.

5.           EXECUTIVE RIGHT TO ASSETS.

A. The rights of the Executive, the Beneficiary, or any other person claiming through the Executive under this Agreement, shall be solely those of an unsecured general creditor of the Corporation.  The Executive, the Beneficiary, or any other person claiming through the Executive, shall have the right to receive those payments specified under this Agreement only from the Corporation, and has no right to look to any specific or special property separate from the Corporation for payments.

B. The Executive agrees that he, the Beneficiary, or any other person claiming through the Executive shall have no right or beneficial ownership interest whatsoever in any general asset used or acquired by the Corporation in connection with the liabilities it has assumed under this Agreement.  Such assets shall not be deemed to be held under any trust for the benefit of the Executive or the Beneficiary, nor shall any such general assets be considered security for the performance of the obligations of the Corporation.  Any such assets shall remain general, unpledged, and unrestricted assets of the Corporation.

C. The Executive also understands and agrees that his participation in the acquisition of any such general asset for the Corporation shall not constitute a representation to the Executive, the Beneficiary, or any person claiming through the Executive that any of them has a special or beneficial interest in such general asset.

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6.           INDEPENDENCE OF BENEFITS.

The benefits payable under this Agreement shall be independent of, and in addition to, any other benefits or compensation, whether by salary, or bonus or otherwise, payable under any other employment agreements that now exist or may hereafter exist from time to time between the Corporation and the Executive.  This Agreement between the Corporation and the Executive does not involve a reduction in salary or foregoing of an increase in future salary by the Executive.  Nor does the Agreement in any way affect or reduce the existing and future compensation and other benefits of the Executive.

7.           ASSIGNABILITY.

Except in so far as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under this Agreement shall be valid or recognized by the Corporation.

8.           AMENDMENT.

This Agreement may be amended at any time by mutual written agreement of the Corporation and the Executive.  The Corporation shall have no right to change the benefits under this Agreement without the prior written consent of the Executive. TheExecutive may change the Beneficiary under this Agreement upon prior written notice to the Corporation, Attn. General Counsel, 1400 Corporate Center Way, Wellington, Florida 33414.If any provision of this Agreement contravenes any regulations or guidance promulgated under Section 409A of the U.S. Internal Revenue Code of 1986 (collectively, “Section 409A”), the Corporation shall amend this Agreement or any provision hereof to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A.

9.           LAW GOVERNING.

This Agreement shall be governed by the laws of the State of North Carolina.  This Agreement is solely between the Corporation and the Executive.  Further, the Executive, the Beneficiary or other persons claiming through the Executive shall only have recourse against the Corporation for enforcement of the Agreement.  However, it shall be binding upon the Beneficiary and the beneficiaries, heirs, executors and administrators of the Executive and upon the successors and assigns of the Corporation.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

CORPORATION:	B/E AEROSPACE, INC.,
	a Delaware Corporation
ATTEST:
	By:
By: ______________________	Name:
Name: Ryan M. Patch	Title:
Title: Secretary
EXECUTIVE:
	WERNER LIEBERHERR

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Exhibit B

Form of Mutual Waiver Agreement

SEPARATION AGREEMENT AND MUTUAL RELEASE

This Separation Agreement and Mutual Release (the “Agreement”), is made as of ______ __, 20___, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”) and Werner Lieberherr (“Employee”), for the purpose of memorializing the terms and conditions of the Employee’s departure from the Company’s employment.

Now, therefore, in consideration of the sum of one dollar ($1.00) and the mutual promises, agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (the “Settlement Consideration”), the parties hereto, intending to be legally bound, hereby agree as follows:

1.           Termination; Employment Agreement.  Effective _________, 20__, Employee’s employment with the Company was terminated.  Upon Employee’s termination, Employee and the Company shall each have those respective surviving rights, obligations and liabilities described in that certain Amended and Restated Employment Agreement, dated as of ______, 2013, by and between Employee and the Company (the “Employment Agreement”).

2.           Non-Released Claims.

(a)           Employee Non-Released Claims.  It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of the Company’s, its agent, representative or designee’s obligations to Employee (i) that are specified in the Employment Agreement as surviving the termination of Employee’s employment, (ii) that arise out of or from respondeat superior principles, (iii) for claims for indemnification and defense under any organizational documents, agreement, insurance policy, or at law or in equity concerning either the Company, its subsidiaries, affiliates, directors, officers or employees, (iii) concerning any deferred compensation plan, 401(k) plan, equity plan or retirement plan, and (iv) any claims not waivable under applicable law, collectively, the “Employee Non-Released Company Claims”.

(b)           Company Non-Released Claims.  It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of (i) the Employee’s obligations to the Company concerning the Company’s confidential information and proprietary rights that survive Employee’s termination of employment, including those specified in the Employment Agreement, (ii) any claim of the Company for fraud based on willful and intentional acts or omissions of Employee, other than those taken in good faith and in a manner that Employee believed to be in or not opposed to the interests of the Company, proximately causing a financial restatement by the Company, and (iii) any claims not waivable by the Company under applicable law, collectively, the “Company Non-Released Employee Claims”.

3.           General Release in Favor of the Company:  Employee, for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the “Releasers”), hereby forever releases and discharges the Company, its Board of Directors, and any of its past, present, or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns and any of its or their past, present or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns (whether acting as agents for the Company or in their individual capacities) (collectively, the “Releasees”) from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, by reason of any act, omission, transaction or occurrence which Releasers ever had, now have or hereafter can, shall or may have against Releasees up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.  Without limiting the generality of the foregoing, Releasers hereby release and discharge Releasees from:

(a)           any and all claims for backpay, frontpay, minimum wages, overtime compensation, bonus payments, benefits, reimbursement for expenses, or compensation of any kind (or the value thereof), and/or for liquidated damages or punitive damages (under any applicable statute or at common law);

(b)           any and all claims, relating to Employee’s employment by the Company,  the terms and conditions of such employment, employee benefits related to Employee’s employment, the termination of Employee’s employment, and/or any of the events relating directly or indirectly to or surrounding such termination;

(c)           any and all claims of discrimination, harassment, whistle blowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), including without limitation, all claims under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the North Carolina Retaliatory Employment Discrimination Act, North Carolina General Statutes, sections 95-240 et seq.; North Carolina Equal Employment Practices Act, North Carolina General Statutes, sections 143-422.1 et seq.; North Carolina General Statutes, sections 95-28.1A; North Carolina General Statutes, sections 95-28.2; North Carolina General Statutes, sections 95-78; Handicapped Persons Protection Act, N.C. Gen. Stat. sections 168A-1 et seq.; North Carolina’s Workers’ Compensation Laws (except for any pending workers’ compensation claims by Employee), North Carolina General Statutes, sections 97-1 et seq.; and waivable rights under the North Carolina Constitution;

(d)           any and all claims under any contract, whether express or implied;

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(e)           any and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering;

(f)           any and all claims for violation of any statutory or administrative rules, regulations or codes;

(g)           any and all claims for attorneys' fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like;

which Releasers ever had, now have or hereafter can, shall or may have against Releasees for, upon or by reason of any act, omission, transaction or occurrence up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.

4.           General Release in Favor of Employee.   The Releasees, and each of them, hereby release Releasers, and each of them, from all claims or causes of action whatsoever, known or unknown, including any and all claims of the common law of the State of North Carolina, including but not limited to breach of contract (whether written or oral), promissory estoppel, defamation, unjust enrichment, or claims for attorneys’ fees and costs and all claims which were alleged or could have been alleged against the Employee which arose from the beginning of the world to the date of this Agreement, except for the Company Non-Released Employee Claims.

5.           Non-Disparagement.  The parties agree that they will not (a) disparage or encourage or induce others to disparage the other party (including, without limitation, the Releasees and the Releasers), or (b) engage in any conduct or induce any other person to engage in any conduct that is any way injurious to either party's (including, without limitation, the Releasees' or the Releasers’) reputation and interests (including, without limitation, any negative or derogatory statements or writings).

6.           Covenants not to Sue.

(a)           Employee Covenant not to Sue.  Employee represents and warrants that to date, he has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against the Company or any other Releasee.  Without in any way limiting the generality of the foregoing, Employee hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Employee Non-Released Company Claims.  Employee agrees that he will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

(b)           Company Covenant not to Sue.  The Company represents and warrants that to date, it has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against Employee or any other Releaser.  Without in any way limiting the generality of the foregoing, the Company hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Company Non-Released Employee Claims.  The Company agrees that it will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

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7.           No Admission.  The making of this Agreement is not intended, and shall not be construed, as an admission that the Company or any of the Releasees, has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrongdoing whatsoever.

8.           Effectiveness.  This Agreement shall not become effective until the eighth day following Employee’s signing of this Agreement (“Effective Date”) and Employee may at any time prior to the Effective Date revoke this Agreement by giving notice in writing of such revocation to:

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL  33414

Attn: General Counsel

In the event that Employee revokes this Agreement prior to the eighth day after his execution thereof, this Agreement, and the promises contained herein, shall automatically be deemed null and void.

9.           Employee Acknowledgement.  Employee acknowledges that he has been advised in writing to consult with an attorney before signing this Agreement, and that Employee has been afforded the opportunity to consider the terms of this Agreement for twenty-one (21) days prior to its execution.  Employee further acknowledges that he has read this Agreement in its entirety, that he fully understands all of its terms and their significance, that he has signed it voluntarily and of Employee’s own free will, and that Employee intends to abide by its provisions without exception.

10.           Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect, however, the remaining provisions shall be enforced to the maximum extent possible.

11.           Entire Agreement.  This Agreement and the Employment Agreement, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between the parties and may not be changed orally.  Employee acknowledges that neither the Company nor any representative of the Company has made any representation or promises to Employee other than as set forth herein or therein.  No other promises or agreements shall be binding unless in writing and signed by the parties.

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12.           General Provisions.

(a)           Governing Law; Jurisdiction; Venue.  This Agreement shall be enforced, governed and interpreted by the laws of the State of North Carolina without regard to North Carolina’s conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled in a court of competent jurisdiction in the State of North Carolina in Forsyth County.  Each party consents to the jurisdiction of such North Carolina court in any such civil action or legal proceeding and waives any objection to the laying of venue in such North Carolina court.

(b)           Prevailing Party.  In the event of any litigation, dispute or contest arising from a breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred in connection with such litigation, dispute or contest, including without limitation, reasonable attorneys’ fees, disbursement and costs, and experts’ fees and costs.

(c)           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same instrument.

(d)           Binding Effect.  This Agreement is binding upon, and shall inure to the benefit of, the parties, the Releasers and the Releasees and their respective heirs, executors, administrators, successors and assigns.

(e)           Interpretation.  Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Agreement shall not apply a presumption that the provisions hereof shall be more strictly construed against one party who prepared the Agreement, it being agreed that all parties have participated in the preparation of all provisions of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Separation Agreement and Mutual Release as of the date first written above.

		B/E AEROSPACE, INC.
		By:
Werner Lieberherr		PRINT NAME:
		TITLE:
STATE OF NORTH CAROLINA	)
	) ss.
COUNTY OF ___________	)

I HEREBY CERTIFY, that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Werner Lieberherr, to me known to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he/she executed the same. This individual is personally known to me or has produced a ______________________ as identification and did take an oath.

SWORN TO AND SUBSCRIBED before me this _____ day of ________, 20__.

Notary Public

My Commission Expires:

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EX-10.3

EXHIBIT 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is made as of July 29, 2013 by and between B/E 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 December 31, 2008, as amended (the “Employment Agreement”); and

WHEREAS, Executive, having provided services to the Company since May 1, 1993, agrees to continue 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 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.  During the Employment Term, Executive shall receive an annual salary (the “Salary”) payable at the rate of $614,351 per annum.  Such rate shall be subject to adjustment from time to time by the Compensation Committee of the Board (the “Compensation Committee”) as hereinafter provided; provided, however, that it shall at no time be adjusted below the Salary for the preceding year.  On July 1st 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 (July through June) immediately preceding such July 1.  If the Index is no longer issued, the Compensation Committee 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 target bonus for each fiscal year or portion thereof during which Executive has been employed hereunder as determined by the Compensation Committee 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 15th of the year following the year in respect of which Executive earned such bonus.

(c)           Expenses.  Executive shall be entitled to receive prompt payment of, or reimbursement for, all reasonable business expenses incurred by him during the Employment Term on behalf of the Company.

(d)           Benefits.  During the Employment Term, 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 a Separation from Service for any reason other than Cause, 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, on similar terms and conditions as active employees on the Termination Date (provided that the level of such benefits is not less than the benefits available to Executive on July 1, 2013, as well as 100% payment for and reimbursement of all medical and dental services and costs incurred by Executive and his spouse, 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 the Termination Date, but in no event less than those in effect as of July 1, 2013.  To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”), the Company shall reimburse such medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

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(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 (the “Automobile Allowance”), 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 15th of the year following the year in which it shall accrue.

(f)           Equity Compensation.  So long as employed, Executive shall be eligible to participate in any applicable equity compensation program of the Company in effect from time to time on the terms set forth by the Compensation Committee in its sole discretion, which program may include stock options, restricted stock awards or units (“Equity Awards”).  Any Equity Award granted to Executive that is not otherwise accelerated as a result of the termination of Executive’s employment on a specified Termination Date (e.g., termination without Good Reason) will be considered by the Compensation Committee for immediate vesting in connection with any such separation of service with such determination being in the discretion of the Compensation Committee and/or Compensation Committee.

5.             Termination and Compensation Thereon.

(a)           Termination Date.  The term “Termination Date” shall mean the earlier of (i) Executive’s date of death and (ii) date on which Executive incurs a Separation from Service (as defined below) with the Company and its subsidiaries and affiliates 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 and Automobile Allowance (at the rates in effect on the Termination Date) 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 at any time 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 accordance with the Death Benefit Agreement attached hereto as Exhibit A and hereby incorporated by reference.

(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 amount equal to (A) any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the date of death, and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the date of death.

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(iv)         Following Executive’s death, his spouse shall be entitled to the post-employment benefits in accordance with Section 4(d) hereof.

(v)          In addition, upon Executive’s death, any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date.

(c)           Incapacity.  If, in the reasonable judgment of the Compensation Committee, as a result of Executive’s Incapacity due to a medically determinable physical or mental illness, Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), Executive’s employment shall terminate at the end of the twelve (12)-month period as provided in this Section 5(c).  In such event:

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

(ii)          the Company shall pay to Executive a lump-sum amount equal to the Salary and Automobile Allowance (at the rates in effect on the Termination Date) that he would have received had he remained employed during the period from the Termination Date until the Expiration Date;

(iii)         the Company shall provide Executive and his spouse with the post-employment benefits in accordance with Section 4(d) hereof;

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

(v)          the Company shall pay to Executive within thirty (30) days after the Termination Date (A) any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date and (B) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date; and

(vi)         upon a termination due to Incapacity, all Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date.

(vii)        The lump sum payment shall be made within thirty (30) days following the Termination Date.  Any dispute between the Compensation Committee and Executive with respect to Executive's Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Compensation Committee and Executive or his personal representative, whose decision shall be binding on all parties.

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(d)           Termination by the Company or Executive.

(i)           Termination by the Company for Cause.  The Company may, at any time, terminate Executive’s employment hereunder for “Cause.”  Upon a termination for Cause, the Company shall have no further obligations to Executive hereunder, except for payment within thirty (30) days following the Termination Date of any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date.  For purposes of this Agreement, “Cause” shall mean any of the following:

(A)           the willful and continued (after a reasonable period following such demand) failure by 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 Executive for Good Reason (as defined below)), after written demand for substantial performance is delivered by the Company to Executive that specifically identifies the manner in which the Company believes Executive has not substantially performed his duties;

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

(C)           the conviction of 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 Executive to perform his obligations hereunder or if the reputation of the Company would be materially damaged by the continuance of Executive’s employment hereunder.

For purposes of this Section 5(d)(i) no act, or failure to act, on the part of 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 as provided for in this Section 5(d)(i), Sections 14 and 5(h) hereof (addressing Code Sections 409A and 280G, respectively, and in each case to the extent applicable), Section 12 (Indemnification) hereof, or other indemnification available to Executive by agreement, insurance, law, equity, or the Company’s organizational documents.

(ii)           Termination without Cause or for Good Reason.

(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, then Executive shall receive payment of:

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(1)           any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date;

(2)           any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date;

(3)           a lump-sum amount equal to his Salary and Automobile Allowance (at the rates in effect on the Termination Date) that Executive would have received had he remained employed during the period 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;

(5)           the Severance Payment pursuant to Section 5(f) hereof;

(6)           the Company shall provide Executive and his spouse with the post-employment benefits in accordance with Section 4(d) hereof; and

(7)           any Equity Awards granted to Executive that would not vest on or prior to the Termination Date shall vest as of the Termination Date and, if applicable, be exercisable immediately and, notwithstanding any termination of employment provisions set forth in the applicable agreement or related plan, such Equity Awards shall continue to be exercisable until their original stated expiration date.

(C)           The lump-sum payment under clauses (B)(1) - (5) shall be made within thirty (30) days following the Termination Date, provided, however, to the extent that Section 409A applies, the payment pursuant to clauses (B)(3) and (5) shall be made on the date that is six (6) months and one (1) day following the Termination 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 Executive shall receive payment of:

(A)           any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date;

(B)           any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date;

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

(D)           a lump-sum amount equal to one (1) times the Salary and Automobile Allowance (both at the rate in effect as of the Termination Date), which lump-sum shall not be pro-rated; and

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(E)           the Company shall provide Executive and his spouse with the post-employment benefits in accordance with Section 4(d) hereof.

The lump-sum payment under clauses (A) - (D) shall be made within thirty (30) days following the Termination Date; provided, however, to the extent that Section 409A applies, the payment pursuant to clause (D) shall be made on the date that is six (6) months and one (1) day following the Termination Date.

(iv)         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 and Chief Financial Officer of the 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)           Requiring Executive to be based at any office or location that is anywhere other than Executive’s principal place of employment; 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, if applicable, within thirty (30) days after receiving such notice.

(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 is effective shall be referred to as the “Change of Control Date.”  If a Change of Control occurs during the Employment Term, the Executive’s employment shall be terminated, and:

(A)           the Company or its successor in interest shall pay to Executive (1) a lump-sum amount equal to (x) any accrued and unpaid Salary, Automobile Allowance, vacation time and benefits through the Termination Date, (y) any earned but unpaid bonuses payable to Executive as determined by the Compensation Committee for any fiscal periods of the Company ending prior to the Termination Date, and (z) a lump-sum amount equal to: (1) his Salary and Automobile Allowance (at the rates in effect as of the Termination Date) that Executive would have received had he remained employed during the period from the Termination Date through the Expiration Date, (2) the entire remaining unpaid balance of the Retirement Compensation, as provided in Section 5(g) below determined as of the Expiration Date; and (3) the Severance Payment pursuant to Section 5(f) hereof;

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(B)           the Company or its successor in interest shall provide Executive and his spouse with post-employment benefits in accordance with Section 4(d) hereof; and

(C)           any Equity Awards granted to Executive that would not vest on or prior to the Change of Control Date shall vest and, if applicable (e.g. options), be exercisable immediately upon the earlier of (1) the date immediately preceding the Change of Control Date and (2) the execution of an agreement, if any, that would constitute a Change of Control (regardless of whether such agreement is consummated), and, notwithstanding any provisions set forth in the applicable agreement or related plan, such Equity Awards, shall continue to be exercisable until their original stated expiration date.

(D)           The payment described in Section 5(e)(i)(A) shall be made on the Termination Date.

(ii)           For purposes of this provision, a “Change of Control” shall mean a “change in control event” within the meaning of the default rules under Section 409A.

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

(iv)         The obligations of the Company pursuant to this Section 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.

(v)           Subject to timely payment of the foregoing amounts set forth in Section 5(e) and the provision of the benefits described in 4(d), and the Company’s compliance with the other foregoing terms, the Company shall have the option, upon providing written notice to Executive on or before the Termination Date, to re-hire the Executive for employment with the Company, its purchaser or its successor for a minimum of twelve (12) months and up to twenty four (24) months beyond the Termination Date at the same Salary, bonuses, Equity Awards, benefits and Automobile Allowance (and at the Executive’s same Company location) as in effect as of the Termination Date in exchange for the same services from the Executive as contemplated by Section 3 of this Agreement, and on such additional terms as the Company and Executive may agree.

(f)           Severance Payment.  Executive is eligible to receive a Severance Payment (the “Severance Payment”) upon the following conditions: If Executive’s employment hereunder is terminated by (A) the Company for any reason other than for Cause or (B) the Executive for Good Reason, then on the Termination Date, the Company shall pay to Executive a lump-sum amount equal to two (2) times the Salary and Automobile Allowance (both 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) shall be payable upon Executive’s termination of employment as described herein, and is in addition to the Retirement Compensation described in 5(g) below.

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(g)           Retirement Compensation.

(i)           If Executive’s employment is terminated for any reason other than Cause, the Company shall also pay to Executive a lump-sum amount equal to the amount by which (A) the product of (1) one-half (1/2) 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.

(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 following 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)-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 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 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 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)         Executive shall be responsible for all applicable Federal, State and local income and employment taxes due with respect to each contribution made by the Company under Section 5(g)(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 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.  The Gross-Up Payment shall be paid to Executive no later than the end of the taxable year next following the taxable year in which Executive remits the taxes related to the Gross-Up Payment.

(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 promptly following the receipt of the Accounting Firm’s determination but in no event later than the end of the taxable year next following the taxable year in which the Accounting Firm’s determination is received.  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 but in no event later than the end of the taxable year next following the taxable year in which Executive remits the taxes.  The previous sentence shall apply mutatis mutandis to any overpayment of the Gross-Up Payment.

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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) 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 thirty (30)-day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(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, to the extent permitted by law, 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 provided further 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.

6.             Amendments.  No amendment to this Agreement or any Exhibit 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:

B/E 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

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8.             Entire Agreement.  This Agreement (including the Exhibits attached hereto) constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all such 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 between Executive and the Company attached as Exhibit B which is incorporated herein by reference.

9.             Mutual Waiver.  Except in the event of a termination for Cause, the Executive and the Company agree to sign a mutual waiver and release of claims agreement effective as of the Termination Date substantially in the form attached hereto as Exhibit C, and hereby incorporated by reference (the “Mutual Waiver”).

10.           Withholding.  Without limiting the effect of Sections 5(h) and 13, 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.

11.           Legal Fees.  In the event of a dispute between the parties with respect to any payments due hereunder in connection with Incapacity, Termination without Cause, “for” or “without” Good Reason, or a Change of Control, the Company will pay the costs of all legal fees and related dispute costs and expenses incurred by Executive in connection with such dispute.  Such costs and expenses shall be provided to Executive in a timely manner, such as on a monthly basis.

12.           Indemnification.  To the maximum extent permitted under the law of the State of Delaware as from time to time in effect, the Company hereby agrees to indemnify and defend Executive and hold him harmless from and against all liabilities, costs and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in settlement or as fines or penalties, and counsel fees and disbursements, incurred by Executive in connection with the defense or disposition of, or otherwise in connection with or resulting from, any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which Executive may be or may have been involved as a party or otherwise or with which Executive may be or may have been threatened, while in office or thereafter, by reason of Executive’s being an officer or director of the Company or by reason of any action taken or not taken in such capacity.

13.           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 Compensation Committee may authorize the creation of trusts, acquisition of life insurance policies or other arrangements to meet the obligations created under this Agreement.

14.           Section 409A.

(a)           If any amounts that become due under Section 5 (other than Section 5(h)) of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Executive incurs a “Separation from Service” (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.  For the avoidance of doubt, the parties agree and acknowledge that the Retirement Compensation is not “nonqualified deferred compensation” within the meaning of Section 409A.

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(b)           Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after Executive’s Separation from Service for any reason other than death or (ii) Executive’s date of death.  The Company shall establish a grantor 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 that otherwise would be immediately payable to Executive.  The provisions of this Section shall only apply if required to comply with Section 409A of the Code.

(c)           For purposes of this Agreement, “Separation from Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code.  “Specified Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

(d)           It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code.  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, 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:  (i) comply with, or avoid being subject to, Section 409A of the Code, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code, provided, however, that no such amendment shall have the effect of reducing the amount of any payment or benefit payable to Executive pursuant to this Agreement.

(e)           Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.  No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

(f)           The provisions of Section 5(h) of this Agreement, mutatis mutandis, shall apply to any imposition of taxes on Executive under said 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.

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15.           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, legal representatives, 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.

(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(d)(ii) 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(d) and 5 through 15 inclusive hereof shall each survive any termination or expiration of this Agreement in accordance with the applicable statute of limitation(s).

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

EXECUTIVE
/s/ Thomas P. McCaffrey
Thomas P. McCaffrey
B/E AEROSPACE, INC.
By:	/s/ Amin J. Khoury
Name:	Amin J. Khoury
Title:	Chairman and Chief Executive Officer

Exhibit A

AMENDED AND RESTATED

DEATH BENEFIT AGREEMENT

This Amended and Restated Death Benefit Agreement (the “Agreement”) is entered into this 30th day of November, 2012, by and between B/E AEROSPACE, INC., a Delaware corporation, hereinafter called the “Company,” and THOMAS P. McCAFFREY, hereinafter called the “Executive.”

WHEREAS, the Executive has been employed by the Corporation for many years and has rendered valuable services which have contributed to the growth and prosperity of the Corporation;

WHEREAS, the Executive is party to a death benefit agreement (the "Original Agreement") dated on or about March, 2006 pursuant to which the Corporation shall provide The Thomas P. McCaffrey Irrevocable Trust dated March 15, 1997, the Executive's beneficiary (the "Beneficiary"), with the payment of a death benefit;

WHEREAS, the Original Agreement was amended pursuant to the employment agreement dated December 31, 2008 between the Corporation and the Executive;

WHEREAS, the Corporation and the Executive wish to amend and restate the Original Agreement to increase the death benefit payable to the Beneficiary to $4,000,000 (four million dollars).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1.           DEATH BENEFIT.

A. Upon the Executive’s death at any time, whether during his employment with the Corporation or following the termination of his employment for any reason, the Corporation shall pay to the Beneficiary a payment of $4,000,000 (four million dollars) (the “Death Benefit”).  The Death Benefit shall be paid in a cash lump sum within thirty (30) days following the Executive’s death.

B. The Death Benefit shall not be payable if the Executive’s death results from suicide, whether sane or insane, within two (2) years after the execution of this Agreement.

2. CONDITIONS.  In order to fund its cash payment obligation under this Agreement, the Corporation may elect, in its absolute discretion, to purchase a life insurance policy.  The Executive agrees that in the event the Corporation elects to do so, then the Corporation may insure the life of the Executive and the Executive agrees to cooperate with the Corporation and insurance carrier in order to facilitate the purchase of such insurance.  The Executive further agrees that if the Corporation elects to purchase such a life insurance policy, then the Corporation or a Trust (as described in Section 3 of this Agreement) shall be the owner and the beneficiary of that policy.

3. ESTABLISHMENT OF TRUST.  The Corporation may establish a Death Benefit Only Trust (the “Trust”).  If established, all benefits payable under this Agreement to the Beneficiary shall be paid directly by the Corporation from the Trust.  To the extent that such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation.  The Trust, if established, shall be an irrevocable grantor trust which conforms to the terms of the model trust as described in IRS revenue procedure 92-64, I.R.B. 1992-33 except an independent individual third party may be designated as trustee.  The assets of the Trust are subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency, as defined therein.  Except as provided under the Trust, the Corporation shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Agreement, and neither the Executive nor the Beneficiary shall have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Agreement.

4. EMPLOYMENT RIGHTS.  This Agreement shall not be deemed to create a contract of employment between the Corporation and the Executive and shall create no right in the Executive to continue in the Corporation’s employ for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Corporation, except as are set forth in this Agreement.

5.           EXECUTIVE RIGHT TO ASSETS.

A. The rights of the Executive, the Beneficiary, or any other person claiming through the Executive under this Agreement, shall be solely those of an unsecured general creditor of the Corporation. The Executive, the Beneficiary, or any other person claiming through the Executive, shall have the right to receive those payments specified under this Agreement only from the Corporation, and has no right to look to any specific or special property separate from the Corporation for payments.

B. The Executive agrees that he, the Beneficiary, or any other person claiming through the Executive shall have no right or beneficial ownership interest whatsoever in any general asset used or acquired by the Corporation in connection with the liabilities it has assumed under this Agreement. Such assets shall not be deemed to be held under any trust for the benefit of the Executive or the Beneficiary, nor shall any such general assets be considered security for the performance of the obligations of the Corporation. Any such assets shall remain general, unpledged, and unrestricted assets of the Corporation.

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C. The Executive also understands and agrees that his participation in the acquisition of any such general asset for the Corporation shall not constitute a representation to the Executive, the Beneficiary, or any person claiming through the Executive that any of them has a special or beneficial interest in such general asset.

 6. INDEPENDENCE OF BENEFITS.

The benefits payable under this Agreement shall be independent of, and in addition to, any other benefits or compensation, whether by salary, or bonus or otherwise, payable under any other employment agreements that now exist or may hereafter exist from time to time between the Corporation and the Executive.  This Agreement between the Corporation and the Executive does not involve a reduction in salary or foregoing of an increase in future salary by the Executive.  Nor does the Agreement in any way affect or reduce the existing and future compensation and other benefits of the Executive.

7.             ASSIGNABILITY.

Except in so far as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under this Agreement shall be valid or recognized by the Corporation.

8.             AMENDMENT.

This Agreement may be amended at any time by mutual written agreement of the Corporation and the Executive.  The Corporation shall have no right to change the benefits under this Agreement without the prior written consent of the Executive. TheExecutive may change the Beneficiary under this Agreement upon prior written notice to the Corporation, Attn. General Counsel, 1400 Corporate Center Way, Wellington, Florida 33414.If any provision of this Agreement contravenes any regulations or guidance promulgated under Section 409A of the U.S. Internal Revenue Code of 1986 (collectively, “Section 409A”), the Corporation shall amend this Agreement or any provision hereof to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A.

9.             LAW GOVERNING.

This Agreement shall be governed by the laws of the State of Florida.  This Agreement is solely between the Corporation and the Executive.  Further, the Executive, the Beneficiary or other persons claiming through the Executive shall only have recourse against the Corporation for enforcement of the Agreement.  However, it shall be binding upon the Beneficiary and the beneficiaries, heirs, executors and administrators of the Executive and upon the successors and assigns of the Corporation.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

CORPORATION:	B/E AEROSPACE, INC.,
	a Delaware corporation
ATTEST:
By: ___________________________	By: ________________________________
Name: Ryan M. Patch	Name: ______________________________
Title: Secretary	Title: _______________________________
EXECUTIVE:	___________________________________
	THOMAS P. McCAFFREY

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Exhibit B

Proprietary Rights Agreement

Exhibit C

Form of Mutual Waiver Agreement

SEPARATION AGREEMENT AND MUTUAL RELEASE

This Separation Agreement and Mutual Release (the “Agreement”), is made as of ______ __, 20___, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”) and Thomas P. McCaffrey (“Employee”), for the purpose of memorializing the terms and conditions of the Employee’s departure from the Company’s employment.

Now, therefore, in consideration of the sum of one dollar ($1.00) and the mutual promises, agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (the “Settlement Consideration”), the parties hereto, intending to be legally bound, hereby agree as follows:

1.           Termination; Employment Agreement.  Effective _________, 20__, Employee’s employment with the Company was terminated.  Upon Employee’s termination, Employee and the Company shall each have those respective surviving rights, obligations and liabilities described in that certain Amended and Restated Employment Agreement, dated as of ______, 2013, by and between Employee and the Company (the “Employment Agreement”).

2.           Non-Released Claims.

(a)           Employee Non-Released Claims.                                                      It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of the Company’s, its agent, representative or designee’s obligations to Employee (i) that are specified in the Employment Agreement as surviving the termination of Employee’s employment, (ii) that arise out of or from respondeat superior principles, (iii) for claims for indemnification and defense under any organizational document, agreement, insurance policy, or at law or in equity concerning either the Company, its subsidiaries, affiliates, directors, officers or employees, (iii) concerning any deferred compensation plan, 401(k) plan, equity plan or retirement plan, and (iv) any claims not waivable under applicable law, collectively, the “Employee Non-Released Company Claims”.

(b)           Company Non-Released Claims.  It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of (i) the Employee’s obligations to the Company concerning the Company’s confidential information and proprietary rights that survive Employee’s termination of employment, including those specified in the Employment Agreement, (ii) any claim of the Company for fraud based on willful and intentional acts or omissions of Employee, other than those taken in good faith and in a manner that Employee believed to be in or not opposed to the interests of the Company, proximately causing a financial restatement by the Company, and (iii) any claims not waivable by the Company under applicable law, collectively, the “Company Non-Released Employee Claims”.

3.           General Release in Favor of the Company:  Employee, for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the “Releasers”), hereby forever releases and discharges the Company, its Board of Directors, and any of its past, present, or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns and any of its or their past, present or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns (whether acting as agents for the Company or in their individual capacities) (collectively, the “Releasees”) from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, by reason of any act, omission, transaction or occurrence which Releasers ever had, now have or hereafter can, shall or may have against Releasees up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.  Without limiting the generality of the foregoing, Releasers hereby release and discharge Releasees from:

(a)           any and all claims for backpay, frontpay, minimum wages, overtime compensation, bonus payments, benefits, reimbursement for expenses, or compensation of any kind (or the value thereof), and/or for liquidated damages or punitive damages (under any applicable statute or at common law);

(b)           any and all claims, relating to Employee’s employment by the Company,  the terms and conditions of such employment, employee benefits related to Employee’s employment, the termination of Employee’s employment, and/or any of the events relating directly or indirectly to or surrounding such termination;

(c)           any and all claims of discrimination, harassment, whistle blowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), including without limitation, all claims under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Florida Civil Rights Act of 1992, the Florida Whistle-Blower Law (Fla. Stat. § 448.101 et seq.), the Florida Equal Pay Act, and waivable rights under the Florida Constitution;

(d)           any and all claims under any contract, whether express or implied;

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(e)           any and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering;

(f)           any and all claims for violation of any statutory or administrative rules, regulations or codes;

(g)           any and all claims for attorneys' fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like;

which Releasers ever had, now have or hereafter can, shall or may have against Releasees for, upon or by reason of any act, omission, transaction or occurrence up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.

4.           General Release in Favor of Employee.   The Releasees, and each of them, hereby release Releasers, and each of them, from all claims or causes of action whatsoever, known or unknown, including any and all claims of the common law of the State of Florida, including but not limited to breach of contract (whether written or oral), promissory estoppel, defamation, unjust enrichment, or claims for attorneys’ fees and costs and all claims which were alleged or could have been alleged against the Employee which arose from the beginning of the world to the date of this Agreement, except for the Company Non-Released Employee Claims.

5.           Non-Disparagement.  The parties agree that they will not (a) disparage or encourage or induce others to disparage the other party (including, without limitation, the Releasees and the Releasers), or (b) engage in any conduct or induce any other person to engage in any conduct that is any way injurious to either party's (including, without limitation, the Releasees' or the Releasers’) reputation and interests (including, without limitation, any negative or derogatory statements or writings).

6.           Covenants not to Sue.

(a)           Employee Covenant not to Sue.  Employee represents and warrants that to date, he has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against the Company or any other Releasee.  Without in any way limiting the generality of the foregoing, Employee hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Employee Non-Released Company Claims.  Employee agrees that he will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

(b)           Company Covenant not to Sue.  The Company represents and warrants that to date, it has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against Employee or any other Releaser.  Without in any way limiting the generality of the foregoing, the Company hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Company Non-Released Employee Claims.  The Company agrees that it will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

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7.           No Admission.  The making of this Agreement is not intended, and shall not be construed, as an admission that the Company or any of the Releasees, has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrongdoing whatsoever.

8.           Effectiveness.  This Agreement shall not become effective until the eighth day following Employee’s signing of this Agreement (“Effective Date”) and Employee may at any time prior to the Effective Date revoke this Agreement by giving notice in writing of such revocation to:

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL  33414

Attn: General Counsel

In the event that Employee revokes this Agreement prior to the eighth day after his execution thereof, this Agreement, and the promises contained herein, shall automatically be deemed null and void.

9.           Employee Acknowledgement.  Employee acknowledges that he has been advised in writing to consult with an attorney before signing this Agreement, and that Employee has been afforded the opportunity to consider the terms of this Agreement for twenty-one (21) days prior to its execution.  Employee further acknowledges that he has read this Agreement in its entirety, that he fully understands all of its terms and their significance, that he has signed it voluntarily and of Employee’s own free will, and that Employee intends to abide by its provisions without exception.

10.           Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect, however, the remaining provisions shall be enforced to the maximum extent possible.

11.           Entire Agreement.  This Agreement and the Employment Agreement, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between the parties and may not be changed orally.  Employee acknowledges that neither the Company nor any representative of the Company has made any representation or promises to Employee other than as set forth herein or therein.  No other promises or agreements shall be binding unless in writing and signed by the parties.

12.           General Provisions.

(a)           Governing Law; Jurisdiction; Venue.  This Agreement shall be enforced, governed and interpreted by the laws of the State of Florida without regard to Florida's conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled in a court of competent jurisdiction in the State of Florida in Palm Beach County.  Each party consents to the jurisdiction of such Florida court in any such civil action or legal proceeding and waives any objection to the laying of venue in such Florida court.

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(b)           Prevailing Party.  In the event of any litigation, dispute or contest arising from a breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred in connection with such litigation, dispute or contest, including without limitation, reasonable attorneys’ fees, disbursement and costs, and experts’ fees and costs.

(c)           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same instrument.

(d)           Binding Effect.  This Agreement is binding upon, and shall inure to the benefit of, the parties, the Releasers and the Releasees and their respective heirs, executors, administrators, successors and assigns.

(e)           Interpretation.  Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Agreement shall not apply a presumption that the provisions hereof shall be more strictly construed against one party who prepared the Agreement, it being agreed that all parties have participated in the preparation of all provisions of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Separation Agreement and Mutual Release as of the date first written above.

	B/E AEROSPACE, INC.
________________________________	By: ________________________________
Thomas P. McCaffrey	PRINT NAME: _______________________
	TITLE: _____________________________
STATE OF FLORIDA                )
) ss.
COUNTY OF ___________     )

I HEREBY CERTIFY, that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Thomas P. McCaffrey, to me known to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he/she executed the same.  This individual is personally known to me or has produced a ______________________ as identification and did take an oath.

SWORN TO AND SUBSCRIBED before me this _____ day of ________, 20__.

__________________________________

Notary Public

My Commission Expires:

WPB_ACTIVE 5542488.2

6/27/13

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EX-10.4

EXHIBIT 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”)ismade as of this 29th day of July, 2013, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”)and Ryan M. Patch (the “Executive”).

RECITALS

WHEREAS, the Executive and the Company entered into an Amended and Restated Employment Agreement dated as of August 1, 2011 (the “Employment Agreement”); and

WHEREAS, the Company wishes to make secure for itself the experience, abilities and services of the Executive and to prevent the loss of such experience, services and abilities; and

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

WHEREAS, the Executive and the Company entered into that certain 2011 Proprietary Rights Agreement effective August 1, 2011 (the “2011 Proprietary Rights Agreement”);

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby 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.  Subject to the provisions of Section 5 of this Agreement, the Executive shall provide to the Company services hereunder during the term of his employment under this Agreement, which shall be the period ending two (2) 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 Vice President-Law, General Counsel and Corporate Secretary, shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with this capacity, as may from time to time be prescribed by the Senior Vice President and Chief Financial Officer of the Company, or his designee.  The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such powers, duties and responsibilities.  The Executive shall devote all of his working time and efforts to the business and affairs of the Company.  The Executive’s principal place of employment shall be located in Wellington, Florida.

4.           Compensation.

(a)           Salary.  During the Employment Term, the Executive shall receive a salary (the “Salary”)payable at the rate of $493,601 per annum.  The Salary shall be subject to adjustment from time to time by the Compensation Committee of the Board of Directors (the “Compensation Committee”) in its sole discretion; provided, however, at no time shall the Salary be adjusted below the Salary then in effect.  The Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions.  The Salary shall be pro-rated for any period of service less than a full year.

(b)           Incentive Bonus.  During the Employment Term, the Executive is eligible to receive an incentive target bonus of 90% of the Salary (or such higher percentage as may be determined by the Compensation Committee) for each fiscal year or portion thereof during which the Executive has been employed hereunder, in accordance with the executive bonus plan then in effect, as determined by the Compensation Committee at the end of the applicable fiscal year.  The incentive bonus shall be paid in accordance with Company policy, but in any event, no later than March 15th of the year following the year in which it shall accrue.

(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.

(i)           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, executive medical expense reimbursement, deferred compensation, and other 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 as in effect from time to time.  In accordance with the Company policies as in effect from time to time, the Executive shall also be entitled to paid vacation in each fiscal year during the Employment Term as well as all paid holidays given by the Company to its employees.

(ii)           In addition, upon the Executive’s Separation from Service for any reason other than Cause, from the Termination Date (as defined in Section 5(a), below) until the third (3rd) anniversary of the Termination Date, the Executive, his spouse/domestic partner and his dependents shall be entitled to (A) all medical, dental and health benefits available from time to time to the Company’s executive officers on similar terms and conditions as active employees (provided that the level of such benefits is not less than the benefits available to Executive on July 1, 2013), as well as, 100% payment for and reimbursement of medical and dental services and costs incurred by Executive, his spouse/domestic partner and dependents, the cost of which is fully paid by the Company, and (B) benefits available under the Company’s executive medical expense reimbursement plan in effect as of the Termination Date, but in no event less than those in effect as of July 1, 2013.  To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”), the Company shall reimburse such medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

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(e)           Automobile.  During the Employment Period the Executive will receive an automobile allowance (the “Automobile Allowance”) of $1,100 per month, less applicable taxes, payable in accordance with Company policy in effect from time to time; but in no event later than March 15th of the year following the year in which it accrues.

(f)           Equity Compensation.  So long as employed, the Executive shall be entitled to participate in any applicable equity compensation program in effect from time to time, which program may include stock options or restricted stock awards or units (“Equity Awards”).  Notwithstanding any provision in the applicable award documents, all of the Executive’s Equity Awards will immediately vest and become unrestricted and exercisable until their original stated expiration date, and, to the extent applicable, be settled within thirty (30) days following (i) the Termination Date in the event of the termination of the Executive’s employment by the Company without Cause, by the Executive for Good Reason or due to the Executive’s death, Incapacity, or (ii) upon a Change of Control (as defined in Section 5(f), below).  Any Equity Award granted to Executive that is not otherwise accelerated as a result of the termination of Executive’s employment on a specified Termination Date (e.g., termination without Good Reason) will be considered by the Compensation Committee for immediate vesting in connection with any such separation of service with such determination being in the discretion of the Compensation Committee and/or Board of Directors.

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 by the Company at any time and for any reason.  The term “Termination Date”shall mean, if the Executive’s employment is terminated (i) by his death, the date of his death or (ii) for any other reason, the date on which the Executive incurs a Separation from Service.

(b)           Death.  The Executive’s employment shall terminate upon his death.  In such event, the Company shall, within thirty (30) days following the date of death, provide the benefits set forth in 4(d)(ii) and 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)           any accrued and unpaid Salary, Automobile Allowance and vacation time through the Termination Date;

(ii)           any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company prior to the Termination Date;

(iii)           the Salary and Automobile Allowance (at the rates in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.

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(c)           Incapacity.  If, in the reasonable judgment of the Compensation Committee as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of twelve (12) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the twelve (12)-month period.  In such event, upon the Termination Date, the Company shall provide the benefits set forth in 4(d)(ii) and pay to the Executive a lump-sum payment equal to:

(i)           any accrued and unpaid Salary, Automobile Allowance and vacation time through the Termination Date;

(ii)           any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company prior to the Termination Date; and

(iii)           the Salary and Automobile Allowance (at the rates in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.

The lump-sum payment under clauses (i) and (ii) shall be made within thirty (30) days following the Termination Date.  The payment pursuant to clause (iii) shall be made on the date that is six months and one day following the Termination Date.  Any dispute between the Compensation Committee 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 Compensation Committee and the Executive or his personal representative, whose decision shall be binding on all parties.

(d)           Termination for Cause; Termination without Good Reason.

(i)           If the Company terminates the Executive’s employment for Cause (as defined in Section 5(d)(ii), below), the Company shall have no further obligations to the Executive hereunder after the Termination Date, except for the unpaid Salary, Automobile Allowance and benefits through the Termination Date, and pursuant to Sections 14 and 15 hereof (addressing Code Section 409A to the extent applicable), Section 18 (Indemnification) hereof, or other indemnification available to Executive by agreement, insurance, law, equity, or the Company’s organizational documents.

(ii)           For purposes of this Agreement, “Cause” shall mean (A) after receipt of written notice from the Chief Financial Officer or the Board of Directors, and a reasonable opportunity to cure, the Executive’s willful and continued failure, refusal or neglect to substantially perform and discharge his powers, duties and responsibilities under this Agreement (including duties prescribed by the Senior Vice President and Chief Financial Officer pursuant to Section 3 above), (B) after receipt of written notice from the Chief Financial Officer or the Board of Directors, and a reasonable opportunity to cure, the Executive’s willful, continued and intentional breach of any fiduciary duties the Executive may have because of any position the Executive holds with the Company or any subsidiary or affiliate thereof, or (C) the Executive’s conviction of a felony by a court of competent jurisdiction in a judgment which has become final and non-appealable.

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(iii)           Except as otherwise provided in this Agreement, if the Executive resigns his employment without Good Reason, then the Company shall provide the benefits set forth in 4(d)(ii) and pay to the Executive a lump-sum payment equal to:

1.           any accrued and unpaid Salary, Automobile Allowance and vacation time through the Termination Date; and

2.           any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company prior to the Termination Date.

(iv)           The lump-sum payment under clauses (1) – (2) shall be made within thirty (30) days following the Termination Date.

(e)           Termination without Cause; Termination for Good Reason.  The Company may terminate the Executive’s employment hereunder at any time without Cause and the Executive may terminate his employment with “Good Reason” (as defined below).  If the Executive’s employment is terminated by the Company without Cause, or the Employee terminates his employment with Good Reason, then, on the Termination Date, the Company shall provide the benefits set forth in 4(d)(ii) and pay to the Executive a lump-sum payment equal to:

(i)           any accrued and unpaid Salary, Automobile Allowance and vacation time through the Termination Date;

(ii)           any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company prior to the Termination Date;

(iii)           the Salary and Automobile Allowance payable (at the rates in effect as of the Termination Date) during the period from the Termination Date through the Expiration Date;

(iv)           one (1) times the Salary and Automobile Allowance in effect as of the Termination Date, which sum amount shall not be pro-rated and shall be paid in addition to the Salary due and payable under (i) and (iii) above; and

(v)           a lump sum equal to his target incentive bonus for the year in which the Termination Date occurs.

The lump-sum payment under clauses (i) – (v) shall be made within thirty (30) days following the Termination Date, provided, however, to the extent that Section 409A applies, the payments pursuant to clauses (iii) - (v) shall be made on the date that is six (6) months and one (1) day following the Termination Date.

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

1.           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;

2.           a change in Executive’s responsibilities, positions, duties, status, title or reporting relationships;

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3.           Executive ceasing to be the Vice President-Law, General Counsel and Corporate Secretary of the 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(e), thirty (30) days prior to the Termination Date);

4.           requiring Executive to be based at any office or location that is anywhere other than Executive’s principal place of employment; or

5.           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, if applicable, within thirty (30) days after receiving such notice.

(f)           Change of Control.

(i)           If a “Change of Control” (as defined in Section 5(f)(ii), below) occurs during the Employment Term, the Executive’s employment shall be terminated as of the effective date of the Change of Control by the Company and the Company or its successor in interest shall provide the benefits set forth in 4(d)(ii) and pay to the Executive a lump-sum payment equal to:

1.           any accrued and unpaid Salary, Automobile Allowance and vacation time through the Termination Date;

2.           any earned but unpaid bonuses payable to the Executive as determined by the Compensation Committee for any fiscal periods of the Company prior to the Termination Date;

3.           the Salary and Automobile Allowance (at the rates in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date;

4.           a lump sum amount equal to one (1) times the Salary and Automobile Allowance in effect as of the Termination Date, which lump sum amount shall not be pro-rated and shall be paid in addition to the Salary due and payable under clauses (1) and (3) above; and

5.           a lump sum equal to his target incentive bonus for the year in which the Termination Date occurs.

The lump-sum payment shall be made to Executive on the Termination Date.

(ii)           For purposes of this Agreement, a “Change of Control” shall mean a “change in control event” within the meaning of the default rules under Section 409A.

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

(iv)           The obligations of the Company pursuant to this Section 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.

(g)           Subject to timely payment of the foregoing amounts set forth in Section 5(f) and the provision of benefits pursuant to 4(d)(ii), above and the Company’s compliance with the other foregoing terms, the Company shall have the option, upon providing written notice to Executive on or before the Termination Date, to re-hire the Executive for employment with the Company, its purchaser or its successor for a minimum of twelve (12) months and up to twenty four (24) months beyond the Termination Date at the same Salary, bonuses, Equity Awards, benefits and Automobile Allowance (and at the Executive’s same Company location) as in effect as of the Termination Date in exchange for the same services from the Executive as contemplated by Section 3 of this Agreement, and on such additional terms as the Company and Executive may agree.  In such event, the benefits to be provided to Executive under Section 4(d)(ii) following a Separation of Service shall commence on the expiration of such new 12 to 24 month employment period, as applicable, as opposed to the Termination Date.

6.           Amendments.  No amendment to this Agreement or any Exhibit 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:

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention:  Senior Vice President and Chief Financial Officer

If to the Executive, to him at:

Ryan M. Patch

2172 Queen Palm Road

Boca Raton, FL 33432

8.           Entire Agreement.  This Agreement and the 2011 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

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9.           Mutual Waiver.                                Except in the event of a termination for Cause, the Executive and the Company agree to sign a mutual waiver and release of claims agreement effective as of the Termination Date, substantially in the form attached hereto as Exhibit A, and hereby incorporated by reference (the “Mutual Waiver”).

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 (other than the conflict of laws rules) of the State of Florida.

13.           Withholding.  Without limiting the effect of Sections 14 and 15, all payments 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.           Section 409A.

(a)           If any amounts that become due under Sections 4(f) or 5 of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), payment of such amounts shall not commence until the Executive incurs a “Separation from Service” (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.

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

(c)           For purposes of this Agreement, “Separation from Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A.  “Specified Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

(d)           It is intended that the terms and conditions of this Agreement comply with Section 409A.  If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A, 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, (ii) avoid the imposition of taxes, interest and penalties under Section 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A, provided, however, that no such amendment shall have the effect of reducing the amount of any payment or benefit payable to Executive pursuant to this Agreement.  This Section 14(d) 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.

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(e)           Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.  No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

15.           Certain Additional Payments.

(a)           In the event that any amount or benefit paid, distributed or otherwise provided to the Executive by the Company pursuant to this Agreement determined without regard to any additional payment required under this Section 15 (the “Covered Payments”), would be subject to the additional taxes, interest and penalties imposed by Section 409A (such additional taxes, interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive from the Company an additional payment (the “Gross-Up Payment,”) in an amount that shall fund the payment by the Executive of any Excise Tax on the Covered Payments, as well as all income and employment taxes on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment.  For this purpose, all income taxes will be assumed to apply to the Executive at the highest marginal rate.

(b)           A nationally recognized firm of independent accountants, selected by the Company shall perform the foregoing calculations.  The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.  Such accounting firm shall apply the provisions of this Section 15 in a reasonable manner and in good faith in accordance with the then prevailing practices in the interpretation and application of Section 409A.  For purposes of applying the provisions of this Section 15, the Company shall be entitled to rely on the written advice of legal counsel or such accounting firm as to whether one or more Covered Payments is subject to the provisions of Section 409A.

(c)           The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within thirty (30) calendar days after the date that such accounting firm has been engaged to make such determinations or such other time as requested by the Company or the Executive.  If the accounting firm determines that no Excise Tax is payable with respect to a Covered Payment, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Covered Payment.  Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Company and the Executive.

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(d)           The Gross-Up Payment shall be paid within thirty (30) days after such amount is determined by the Company in accordance with the provisions of this Section 15, but in no event later than the last day of the calendar year following the calendar year in which the Executive remits the Excise Tax.

16.           Enforceability; Waiver.  The invalidity and unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision of this Agreement.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or any other provision 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.           Legal Fees.                      In the event of a dispute between the parties with respect to any payments due hereunder in connection with Incapacity, a termination by the Company without Cause, a termination by the Executive “for” or “without” Good Reason, or in connection with a Change of Control, the Company shall pay the costs of all legal fees and dispute related costs and expenses incurred in connection with such dispute.  Such costs and expenses shall be provided to Executive in a timely manner, such as monthly.

18.           Indemnification.  To the maximum extent permitted under the law of the State of Delaware 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 18, the Company hereby agrees to indemnify and defend Executive and hold him harmless from, against and in respect of any and all actions, suits, proceedings, demands, judgments, claims, appeals and any  costs, expenses, damages, losses, and liabilities incurred or suffered in connection therewith  arising from or related to the performance of the services under this Agreement by  Executive.  The foregoing is not exclusive of any other indemnification rights available to Executive arising under any by-law, Certificate of Incorporation, insurance policy , agreement, vote of directors or stockholders,  or otherwise.

19.           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.

20.           Survival.  The entitlement of the Executive and the obligations of the Company pursuant to Sections 4(d)(ii), 4(f), and 5 through 20 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.

[Signature Page Follows]

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

EXECUTIVE

/s/ Ryan M. Patch

Ryan M. Patch

B/E AEROSPACE, INC.

/s/ Thomas P. McCaffrey

Thomas P. McCaffrey,

Senior Vice President and Chief Financial Officer

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Exhibit A

Form of Mutual Waiver Agreement

SEPARATION AGREEMENT AND MUTUAL RELEASE

This Separation Agreement and Mutual Release (the “Agreement”), is made as of ______ __, 20___, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”) and Ryan M. Patch (“Employee”), for the purpose of memorializing the terms and conditions of the Employee’s departure from the Company’s employment.

Now, therefore, in consideration of the sum of one dollar ($1.00) and the mutual promises, agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (the “Settlement Consideration”), the parties hereto, intending to be legally bound, hereby agree as follows:

1.           Termination; Employment Agreement.  Effective _________, 20__, Employee’s employment with the Company was terminated.  Upon Employee’s termination, Employee and the Company shall each have those respective surviving rights, obligations and liabilities described in that certain Amended and Restated Employment Agreement, dated as of ______, 2013, by and between Employee and the Company (the “Employment Agreement”).

2.           Non-Released Claims.

(a)           Employee Non-Released Claims.                                                      It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of the Company’s, its agent, representative or designee’s obligations to Employee (i) that are specified in the Employment Agreement as surviving the termination of Employee’s employment, (ii) that arise out of or from respondeat superior principles, (iii) for claims for indemnification and defense under any organizational documents, agreement, insurance policy, or at law or in equity concerning either the Company, its subsidiaries, affiliates, directors, officers or employees, (iii) concerning any deferred compensation plan, 401(k) plan, equity plan or retirement plan, and (iv) any claims not waivable under applicable law, collectively, the “Employee Non-Released Company Claims”.

(b)           Company Non-Released Claims.  It is explicitly agreed, understood and intended that the general release of claims provided for in this Agreement shall not include or constitute a waiver of (i) the Employee’s obligations to the Company concerning the Company’s confidential information and proprietary rights that survive Employee’s termination of employment, including those specified in the Employment Agreement, (ii) any claim of the Company for fraud based on willful and intentional acts or omissions of Employee, other than those taken in good faith and in a manner that Employee believed to be in or not opposed to the interests of the Company, proximately causing a financial restatement by the Company, and (iii) any claims not waivable by the Company under applicable law, collectively, the “Company Non-Released Employee Claims”.

3.           General Release in Favor of the Company:  Employee, for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the “Releasers”), hereby forever releases and discharges the Company, its Board of Directors, and any of its past, present, or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns and any of its or their past, present or future parent corporations, subsidiaries, divisions, affiliates, officers, directors, agents, trustees, administrators, attorneys, employees, employee benefit and/or pension plans or funds (including qualified and non-qualified plans or funds), successors and/or assigns (whether acting as agents for the Company or in their individual capacities) (collectively, the “Releasees”) from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, by reason of any act, omission, transaction or occurrence which Releasers ever had, now have or hereafter can, shall or may have against Releasees up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.  Without limiting the generality of the foregoing, Releasers hereby release and discharge Releasees from:

(a)           any and all claims for backpay, frontpay, minimum wages, overtime compensation, bonus payments, benefits, reimbursement for expenses, or compensation of any kind (or the value thereof), and/or for liquidated damages or punitive damages (under any applicable statute or at common law);

(b)           any and all claims, relating to Employee’s employment by the Company,  the terms and conditions of such employment, employee benefits related to Employee’s employment, the termination of Employee’s employment, and/or any of the events relating directly or indirectly to or surrounding such termination;

(c)           any and all claims of discrimination, harassment, whistle blowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), including without limitation, all claims under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Florida Civil Rights Act of 1992, the Florida Whistle-Blower Law (Fla. Stat. § 448.101 et seq.), the Florida Equal Pay Act, and waivable rights under the Florida Constitution;

(d)           any and all claims under any contract, whether express or implied;

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(e)           any and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering;

(f)           any and all claims for violation of any statutory or administrative rules, regulations or codes;

(g)           any and all claims for attorneys' fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like;

which Releasers ever had, now have or hereafter can, shall or may have against Releasees for, upon or by reason of any act, omission, transaction or occurrence up to and including the date of the execution of this Agreement, except for the Employee Non-Released Company Claims.

4.           General Release in Favor of Employee.  The Releasees, and each of them, hereby release Releasers, and each of them, from all claims or causes of action whatsoever, known or unknown, including any and all claims of the common law of the State of Florida, including but not limited to breach of contract (whether written or oral), promissory estoppel, defamation, unjust enrichment, or claims for attorneys’ fees and costs and all claims which were alleged or could have been alleged against the Employee which arose from the beginning of the world to the date of this Agreement, except for the Company Non-Released Employee Claims.

5.           Non-Disparagement.  The parties agree that they will not (a) disparage or encourage or induce others to disparage the other party (including, without limitation, the Releasees and the Releasers), or (b) engage in any conduct or induce any other person to engage in any conduct that is any way injurious to either party's (including, without limitation, the Releasees' or the Releasers’) reputation and interests (including, without limitation, any negative or derogatory statements or writings).

6.           Covenants not to Sue.

(a)           Employee Covenant not to Sue.  Employee represents and warrants that to date, he has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against the Company or any other Releasee.  Without in any way limiting the generality of the foregoing, Employee hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Employee Non-Released Company Claims.  Employee agrees that he will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

(b)           Company Covenant not to Sue.  The Company represents and warrants that to date, it has not filed any lawsuit, action, complaint or charge of any kind with any federal, state, or county court or administrative or public agency against Employee or any other Releaser.  Without in any way limiting the generality of the foregoing, the Company hereby covenants not to sue or to assert, prosecute, or maintain, directly or indirectly, in any form, any claim or cause of action against any person or entity being released pursuant to this Agreement with respect to any matter, cause, omission, act, or thing whatsoever, occurring in whole or in part on or at any time prior to the date of this Agreement, except for the Company Non-Released Employee Claims.  The Company agrees that it will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right waived in this Agreement.

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7.           No Admission.  The making of this Agreement is not intended, and shall not be construed, as an admission that the Company or any of the Releasees, has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrongdoing whatsoever.

8.           Effectiveness.  This Agreement shall not become effective until the eighth day following Employee’s signing of this Agreement (“Effective Date”) and Employee may at any time prior to the Effective Date revoke this Agreement by giving notice in writing of such revocation to:

B/E Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL  33414

Attn: Alex Kim, Associate General Counsel – M&A/Corporate Transactions

In the event that Employee revokes this Agreement prior to the eighth day after his execution thereof, this Agreement, and the promises contained herein, shall automatically be deemed null and void.

9.           Employee Acknowledgement.  Employee acknowledges that he has been advised in writing to consult with an attorney before signing this Agreement, and that Employee has been afforded the opportunity to consider the terms of this Agreement for twenty-one (21) days prior to its execution.  Employee further acknowledges that he has read this Agreement in its entirety, that he fully understands all of its terms and their significance, that he has signed it voluntarily and of Employee’s own free will, and that Employee intends to abide by its provisions without exception.

10.           Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect, however, the remaining provisions shall be enforced to the maximum extent possible.

11.           Entire Agreement.  This Agreement and the Employment Agreement, taken together, constitute the complete understanding between the parties and supersedes all such prior agreements between the parties and may not be changed orally.  Employee acknowledges that neither the Company nor any representative of the Company has made any representation or promises to Employee other than as set forth herein or therein.  No other promises or agreements shall be binding unless in writing and signed by the parties.

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12.           General Provisions.

(a)           Governing Law; Jurisdiction; Venue.  This Agreement shall be enforced, governed and interpreted by the laws of the State of Florida without regard to Florida's conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled in a court of competent jurisdiction in the State of Florida in Palm Beach County.  Each party consents to the jurisdiction of such Florida court in any such civil action or legal proceeding and waives any objection to the laying of venue in such Florida court.

(b)           Prevailing Party.  In the event of any litigation, dispute or contest arising from a breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred in connection with such litigation, dispute or contest, including without limitation, reasonable attorneys’ fees, disbursement and costs, and experts’ fees and costs.

(c)           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same instrument.

(d)           Binding Effect.  This Agreement is binding upon, and shall inure to the benefit of, the parties, the Releasers and the Releasees and their respective heirs, executors, administrators, successors and assigns.

(e)           Interpretation.  Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Agreement shall not apply a presumption that the provisions hereof shall be more strictly construed against one party who prepared the Agreement, it being agreed that all parties have participated in the preparation of all provisions of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Separation Agreement and Mutual Release as of the date first written above.

		B/E AEROSPACE, INC.
		By:
Ryan M. Patch		PRINT NAME:
		TITLE:
STATE OF FLORIDA	)
	) ss.
COUNTY OF ___________	)

I HEREBY CERTIFY, that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Ryan M. Patch, to me known to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he/she executed the same.  This individual is personally known to me or has produced a ______________________ as identification and did take an oath.

SWORN TO AND SUBSCRIBED before me this _____ day of ________, 20__.

Notary Public

My Commission Expires:

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EX-10.5

EXHIBIT 10.5

B/E AEROSPACE, INC.

Amended and Restated

1994 Employee Stock Purchase Plan

SECTION 1.  PURPOSE OF PLAN

         This document amends and restates the B/E Aerospace, Inc. 1994 Employee Stock Purchase Plan (the "Plan") as of July 24, 2013.  The Plan is intended to provide a method by which eligible employees of B/E Aerospace, Inc. ("B/E Aerospace") and of such of B/E Aerospace's parents and subsidiaries as B/E Aerospace's Board of Directors (the "Board of Directors") may from time to time designate (such parents, subsidiaries, together with B/E Aerospace, being hereinafter referred to as the "Company"), may use voluntary, systematic payroll deductions to purchase shares of the Common Stock of B/E Aerospace, par value $.01 per share (the "Stock") and thereby acquire an interest in the future of B/E Aerospace.  The Plan is intended to comply with the provisions of Section 423 of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”) and shall be administered, interpreted and construed in accordance with such provisions.  For purposes of the Plan, (i) a "subsidiary" is any corporation which constitutes a “subsidiary” of B/E Aerospace within the meaning of Section 424 of the Code and (ii) a “parent” constitutes a “parent” of B/E Aerospace within the meaning of Section 424 of the Code.

SECTION 2.  OPTIONS TO PURCHASE STOCK

         Under the Plan, there is available an aggregate of not more than 4,500,000 shares of Stock (subject to adjustment as provided in Section 14) for sale pursuant to the exercise of options ("Options") granted under the Plan.  The Stock to be delivered upon exercise of Options under the Plan may be either shares of authorized but unissued Stock or shares of reacquired Stock, as the Board of Directors may determine.

SECTION 3.  ELIGIBLE EMPLOYEES

         (a)                  Except as otherwise provided in the Plan, each individual: (i) who is an active Employee of the Company ("Employee"); (ii) who has a customary working schedule of at least 20 hours per week; (iii) who has been an Employee for at least 90 days; and (iv) whose customary employment is for five months or more in any calendar year will be eligible to participate in the Plan (each such individual, an "Eligible Employee").  From time to time, the Compensation Committee of the Board of Directors (the “Compensation Committee”) may amend the requirements of an Eligible Employee, subject to the provisions of Sections 423 and 424 of the Code.

         (b)                  Any Employee who immediately after the grant of an Option would, in accordance with the provisions of Sections 423 and 424 of the Code, own stock possessing 5% or more of the total combined voting power or value of all classes of stock of B/E Aerospace or any of its parents or subsidiaries, will not be an Eligible Employee.

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         (c)                  No Employee will be granted an Option under the Plan which would permit his or her rights to purchase shares of Stock under all employee stock purchase plans of the Company (as defined by Section 423(b) of the Code)  to accrue at a rate which exceeds $25,000 in fair market value of such Stock (determined at the time the Option is granted) for each calendar year during which any such Option granted to such Employee is outstanding at any time, as provided in Sections 423 and 424(d) of the Code.  For purposes of this limitation, the date of grant of an Option shall be the date on which the Option is exercised pursuant to Section 8.  “Fair market value” on any given day will mean the Closing Price of the Stock on such day (or, if there was no Closing Price on such day, the latest day prior thereto on which there was a Closing Price).  The "Closing Price" of the Stock on any business day will be the last sale price as reported on the principal market on which the Stock is traded or, if no last sale is reported, then the mean between the highest bid and lowest asked prices on that day.  A good faith determination by the Compensation Committee as to fair market value shall be final and binding.

SECTION 4.  METHOD OF PARTICIPATION

(a)           Each of the periods during which this Plan remains in effect is hereinafter referred to as an "Option Period".  Option Periods shall be of six-month duration.  Each Plan Year (January 1st through December 31st) shall contain two Option Periods, one shall commence January 1 and terminate June 30 and the other shall commence July 1 and terminate December 31.

(b)           Each person who is an Eligible Employee on the first day of an Option Period may elect to participate in the Plan by executing and delivering a payroll deduction authorization in accordance with Section 5.  Such Employee will thereby become a participant ("Participant") for such Option Period.  Unless otherwise specified prior to the beginning of the year pursuant to Section 5, a Participant shall be deemed to have elected to participate in each subsequent Plan Year for which the Participant is an Eligible Employee to the same extent and in the same manner as at the end of the prior Plan Year.

SECTION 5.  PAYROLL DEDUCTIONS

(a)           The payroll deduction authorization will be in a form determined by the Compensation Committee from time to time.  The payroll deduction authorization must be delivered to the Company at least fifteen days prior to the first date of the Option Period (or such earlier or later date specified by the Compensation Committee from time to time).  When executing and delivering the payroll deduction authorization, the Participant shall request withholding at a rate (in whole percentages) of not less than 2% or more than 15% of the Participant's Compensation by means of equal payroll deductions over the Option Period.  All amounts withheld in accordance with a Participant's payroll deduction authorization will be credited to a withholding account for such Participant.  All such amounts shall be assets of the Company and may be used by the Company for any corporate purpose.  The payroll deduction authorization will remain in effect for each consecutive subsequent Option Period unless changed or revoked by the Participant pursuant to Section 5(b).  For purposes of the Plan, "Compensation" will mean the sum of the types and amounts of compensation determined from time to time by the Compensation Committee to be eligible to be taken into account under the Plan; provided, however, that no such determination shall include or exclude any type or amount of compensation contrary to the requirements of Section 423 of the Code.

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(b)           At any time during an Option Period,  a Participant may (i) cancel an Option and cease participation in the Plan with respect to all (but not less than all) of the Stock subject to such Option or (ii) reduce the withholding rate of his or her payroll deduction authorization for the Option Period by one or more whole percentage points (but not to below 2%) by delivering written notice to the Company in the form specified by the Compensation Committee, such cancellation or reduction to take effect prospectively as soon as practicable following receipt of such notice by the Company.  A Participant may increase or reduce the withholding rate of his or her payroll deduction authorization for a future Option Period, or cease participation entirely for a future Option Period, by written notice delivered to the Company at least 15 days prior to the first day of the Option Period as to which the change is to be effective (or such earlier or later date specified by the Compensation Committee from time to time).  To the extent then an Eligible Employee, any Participant who ceased to participate may elect to participate in a future Option Period by completing the process specified in Sections 4 and 5.  Upon cancellation, the balance in the Participant’s withholding account will be returned to the Participant.

SECTION 6.  GRANT OF OPTIONS

Each person who is a Participant on the first day of an Option Period will, as of such day, be granted an Option for such Period.  Such Option will be for the number of whole shares (not in excess of the share maximum as hereinafter defined) of Stock to be determined by dividing (i) the balance in the Participant's withholding account on the last day of the Option Period, by (ii) the purchase price per share of the Stock determined under Section 7.  For purposes of the preceding sentence, the share maximum with respect to any Option for any Option Period shall be the largest whole number of shares of Stock which, when multiplied by the fair market value of a share of Stock on the last day of the Option Period, produces a dollar amount of $12,500 or less.  The number of shares of Stock receivable by each Participant upon exercise of his or her Option for an Option Period will be reduced, on a substantially proportionate basis, in the event that the number of shares then available under the Plan is otherwise insufficient.

SECTION 7.  PURCHASE PRICE

         The purchase price of Stock issued pursuant to the exercise of an Option will be 85% of the fair market value of the Stock at the time at which the Option is exercised pursuant to Section 8.

SECTION 8.  EXERCISE OF OPTIONS

(a)           Each Employee who is a Participant in the Plan on the last day of an Option Period will be deemed to have exercised, on the last day of the Option Period, the Option granted to him or her for that Option Period.  Upon such exercise, the balance of the Participant's withholding account will be applied to the purchase of the number of whole shares of Stock determined under Section 6 and as soon as practicable thereafter the shares will be issued to the Participant either in certificates or electronically in “book entry” form with the transfer agent.  In the event that the balance of the Participant's withholding account following an Option Period is in excess of the total purchase price of the shares issued, the balance of the account shall be returned to the Participant; provided, however, that if the balance left in the account consists solely of an amount equal to the value of a fractional share it will be retained in the withholding account and carried over to the next Option Period.  The entire balance of the Participant's withholding account following the final Option Period shall be returned to the Participant.  No fractional shares will be issued hereunder.

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(b)           As a condition to receiving shares or cash amounts hereunder, (i) the Company may require a Participant to make a cash payment to the Company of, or (ii) the Company may withhold from any shares and cash amounts distributable under the Plan, an amount necessary to satisfy all federal, state, city or other taxes required to be withheld in respect of such payments pursuant to any law or governmental regulation or ruling.

(c)           An Option may not be exercised and  shares of Stock may not be issued in connection with an Option, unless the issuance of the shares of Stock (i) has been registered under the Securities Act of 1933, as amended, (ii) has qualified under applicable state “blue sky” laws (or the Company has determined that an exemption from registration and from qualification under state “blue sky” laws is available); and (iii) complies with foreign securities laws and other applicable laws rules and regulations (including any required  consents and approvals).  The Compensation Committee may require each Participant exercising an Option to represent to and agree with the Company in writing that the Participant is acquiring the Stock for investment purposes and not with a view to the distribution of the Stock.  All certificates for Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Compensation Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange upon which the Stock is then listed, and any applicable securities law, and the Compensation Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.  The Company may affix a legend to the stock certificate issued upon the exercise of an Option as it deems necessary in its sole discretion.  The Company is under no obligation to register the Stock transferred to a Participant upon exercise.  If the Stock is not registered, a Participant may not resell, offer to resell or otherwise transfer such Stock unless the resale or transfer takes place in accordance with applicable law and as otherwise determined by the Compensation Committee.

SECTION 9.  INTEREST

         No interest will be payable on withholding accounts.

SECTION 10.  TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE; SALE TRANSACTION

(a)           Subject to Section 11, upon the termination of a Participant's service with the Company for any reason, (i) he or she will cease to be a Participant, (ii) any Option held by the Participant under the Plan will be deemed canceled, (iii) the balance of the Participant’s withholding account will be returned to the Participant, and (iv) the Participant will have no further rights under the Plan.

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(b)           Unless the Compensation Committee otherwise determines, a Participant on a paid leave of absence shall continue to be a Participant in the Plan so long as such Participant is on such paid leave of absence.  Unless otherwise determined by the Compensation Committee, a Participant on an unpaid leave of absence will no longer be eligible to make any additional contributions as of the date such unpaid leave has begun;  provided, however, that, unless the Participant cancels the Option pursuant to Section 5, the balance of the Participant's withholding account shall be applied to the purchase of Stock, in accordance with Section 8 hereof, on the last day of the Option Period immediately following the commencement of the Participant’s leave of absence.

(c)           In the event of the proposed dissolution or liquidation of B/E Aerospace, the Option Period then in progress shall be shortened by the Compensation Committee setting a new exercise date and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Compensation Committee.  The new exercise date selected by the Compensation Committee shall be before the date of the proposed dissolution or liquidation of B/E Aerospace.  Each Participant will be notified in writing, at least 10 business days prior to the new exercise date (or such longer or shorter period as the Compensation Committee may determine) that the exercise date for the Participant's Options has been changed to the new exercise date and that the balance of the Participant's withholding account shall be applied to the purchase of shares, in accordance with Section 8 hereof,  on the new exercise date, unless prior to such date the Participant has ceased to participate in the Plan as provided in Section 5 hereof.

(d)            In the event of a proposed sale of all or substantially all of the assets of B/E Aerospace, or the merger or consolidation of B/E Aerospace with or into another entity, unless provided otherwise by the Compensation Committee, each outstanding Option shall be assumed, or an equivalent right to purchase shares substituted, by the successor or resulting entity or a parent or subsidiary of the such entity.  In lieu of such substitution or assumption, the Compensation Committee may elect to shorten any Option Period then in progress by setting a new exercise date and any Option Period then in progress shall end on the new exercise date.  The new exercise date selected by the Compensation Committee shall be before the effective date of such proposed sale, merger or consolidation.  Each Participant will be notified in writing, at least 10 business days prior to the new exercise date (or such longer or shorter period as the Compensation Committee may determine) that the exercise date for the Participant's Options has been changed to the new exercise date and that the balance of the Participant's withholding account shall be applied to the purchase of shares, in accordance with Section 8 hereof,  on the new exercise date, unless prior to such date the Participant has ceased to participate in the Plan as provided in Section 5 hereof.

SECTION 11.  DEATH OF PARTICIPANT

         A Participant may file a written designation of beneficiary specifying who is to receive any Stock and/or cash credited to the Participant under the Plan in the event of the Participant's death, which designation will also provide for the election by the Participant of either (i) cancellation of the Participant's Option upon his or her death, as provided in Section 5 or (ii) application as of the last day of the Option Period of the balance of the deceased Participant's withholding account at the time of death to the exercise of his or her Option, pursuant to Section 8 of the Plan. In the absence of a valid election otherwise, the death of a Participant will be deemed to effect a cancellation of his or her Option pursuant to Section 5.  A designation of beneficiary and election may be changed by the Participant at any time, by written notice in a manner specified by the Compensation Committee.  In the event of the death of a Participant and receipt by B/E Aerospace of proof of the identity and existence at the Participant's death of a beneficiary validly designated by him or her under the Plan, B/E Aerospace will deliver to such beneficiary such Stock and/or cash to which the beneficiary is entitled under the Plan.  Where the Participant has elected option (ii) above but there is no surviving designated beneficiary, B/E Aerospace will deliver such Stock and/or cash to the executor or administrator of the estate of the Participant.  No beneficiary will, prior to the death of the Participant by whom he or she has been designated, acquire any interest in any Stock or cash credited to the Participant under the Plan.

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SECTION 12.  PARTICIPANT'S RIGHTS NOT TRANSFERABLE

         All Participants will have the same rights and privileges under the Plan.  Each Participant's rights and privileges under any Option may be exercisable during his or her lifetime only by him or her, and may not be assigned, sold, pledged, assigned, or otherwise transferred in any manner (other than by will or the laws of descent and distribution).  Any attempt at such transfer shall be without effect.  In the event any Participant violates the terms of this Section 12, any Option held by him or her may be terminated by the Company in its sole discretion and upon return to the Participant of the balance of his or her withholding account, all his or her rights under the Plan will terminate.

SECTION 13.  EMPLOYMENT RIGHTS

         Nothing contained in the provisions of the Plan will be construed to give to any Employee the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge any Employee at any time.  The loss of existing or potential profit in Options will not constitute an element of damages in the event of termination of employment for any reason, even if the termination is in violation of an obligation to the Participant.

SECTION 14.  CHANGE IN CAPITALIZATION

         In the event of any change in the outstanding Stock by reason of a stock split, reverse stock split, stock dividend, recapitalization, reorganization, partial or complete liquidation, reclassification, merger, consolidation, separation, extraordinary cash dividend, split-up, spin-off, combination, exchange of Stock, warrants or rights offering to purchase Stock at a price substantially below fair market value, or any other corporate event or distribution of stock or property of B/E Aerospace affecting the Stock, after the effective date of this Plan, the aggregate number of shares available under the Plan, the number of shares under Options granted but not exercised, and the purchase price will be appropriately adjusted.  Such adjustment shall be made equitably by the Compensation Committee subject to the limitations of Section 424 of the Code.

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SECTION 15.  ADMINISTRATION OF PLAN

(a)           The Plan will be administered by the Compensation Committee, which will have the full power and authority (i) to determine any questions which may arise regarding the interpretation and application of the provisions of the Plan (ii) to proscribe, amend and rescind rules and regulations and (iii) to make, administer, construe and interpret such rules and regulations as it deems necessary or advisable in its sole discretion.  Any determinations hereunder shall be made in the Compensation Committee’s sole discretion and shall be final and binding.  Anything in the Plan to the contrary notwithstanding, subject to applicable law, any authority or responsibility that, under the terms of the Plan, may be exercised by the Compensation Committee may alternatively be exercised by the Board of Directors.

(b)           To the extent not prohibited by applicable law, the Compensation Committee may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees of the Compensation Committee or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation.  For purposes of the Plan, reference to the Compensation Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Compensation Committee delegates authority pursuant to this Section 15.

(c)           Subject to applicable law:  (i) no member of the Board of Directors or Compensation Committee (or its delegates) shall be liable for any good faith action or determination made in connection with the operation, administration or interpretation of the Plan; and (ii) the members of the Board of Directors or the Compensation Committee (and its delegates) shall be entitled to indemnification and reimbursement in the manner provided in the Certificate of Incorporation and Bylaws of B/E Aerospace, as they may be amended from time to time.  In the performance of its responsibilities with respect to the Plan, the Compensation Committee shall be entitled to rely upon, and no member of the Compensation Committee shall be liable for any action taken or not taken in reliance upon, information and/or advice furnished by the Company’s officers or employees, the Company’s accountants, the Company’s counsel and any other party that the Compensation Committee deems necessary.

SECTION 16.  AMENDMENT AND TERMINATION OF PLAN

(a)           The Company reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable by vote of the Board of Directors; provided, however, that any amendment relating to the aggregate number of shares which may be issued under the Plan (other than an adjustment provided for in Section 14) will have no force or effect unless it is approved by the shareholders within twelve months before or after its adoption.  Shareholder approval is also required to the extent necessary to comply with applicable laws, rules and regulations including, without limitation, Sections 423 and 424 of the Code.

(b)           The Plan as amended and restated will become effective beginning on the first Option Period following the approval by the shareholders of B/E Aerospace.  The Plan will automatically terminate on December 31, 2018 (at the end of the second Option Period beginning in Plan Year 2018).  The Plan may be earlier suspended or terminated by the Board of Directors, but no such suspension or termination will adversely affect the rights and privileges of holders of outstanding Options.  The Plan will terminate in any case when all or substantially all the Stock reserved for the purposes of the Plan has been purchased.

7

SECTION 17.  CAPTIONS, ETC.

The captions of the sections and paragraphs of this Plan have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision of the Plan.  References to sections herein are to the specified sections of this Plan unless another reference is specifically stated.  Wherever used herein, a singular number shall be deemed to include the plural unless a different meaning is required by the context.

SECTION 18.  EFFECT OF PLAN

The provisions of the Plan shall be binding upon, and inure to the benefit of, all successors of the Company and each Participant, including, without limitation, such Participant's estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant.

SECTION 19.  GOVERNING LAW

Except as to matters of federal law, the Plan and all actions taken under the Plan shall be governed by and construed in accordance with the laws of the State of Florida.

         IN WITNESS WHEREOF, B/E Aerospace has caused this Plan to be executed on its behalf the 24th day of July, 2013.

B/E AEROSPACE, INC.
By:	/s/ Thomas P. McCaffrey
Name:	Thomas P. McCaffrey
Title:	Senior Vice President and Chief Financial Officer

8

EX-31.1

B/E AEROSPACE, INC.

EXHIBIT 31.1

CERTIFICATIONS

I, Amin J. Khoury, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of B/E 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: July 29, 2013	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and Chief Executive Officer

EX-31.2

B/E AEROSPACE, INC.

EXHIBIT 31.2

CERTIFICATIONS

I, Thomas P. McCaffrey, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of B/E 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:  July 29, 2013	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and Chief Financial Officer

EX-32.1

B/E 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 B/E Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2013, 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: July 29, 2013	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and Chief Executive Officer

EX-32.2

B/E 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 B/E Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas P. McCaffrey, Senior Vice President 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:  July 29, 2013	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and Chief Financial Officer

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Accounting for Uncertainty in Income Taxes

6 Months Ended

Jun. 30, 2013

Accounting for Uncertainty in Income Taxes

Note 12.                Accounting for Uncertainty in Income Taxes

In accordance with FASB ASC 740, Income Taxes (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of June 30, 2013 and December 31, 2012, the Company had $38.0 and $32.1, respectively, of net unrecognized tax benefits. This liability, if recognized, would affect the Company’s effective tax rate. The Company is currently open to audit by the tax authorities for the six years ended December 31, 2012. There are currently no material income tax audits in progress.

The Company classifies interest and penalties related to income tax as income tax expense. The amount included in the Company’s liability for unrecognized tax benefits for interest and penalties was less than $1.0 as of June 30, 2013 and December 31, 2012.

Income tax expense in the first half of 2013 reflects the recognition of our 2012 R&D credit resulting from the recently enacted tax legislation in January 2013, and which benefited diluted earnings per share for the period by approximately $0.03 per diluted share. Our expected effective tax rate for 2013, which includes the impact of current and prior year research and development tax credits as well as other tax planning initiatives, is approximately 29.0%.

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Revenues	$ 850.3		$ 768.1		$ 1,692.5		$ 1,515.4
Cost of sales	523.5		474.8		1,046.6		938.6
Selling, general and administrative	117.3		109.8		229.5		217.1
Research, development and engineering	50.8		45.7		104.1		92.1
Operating earnings	158.7	[1]	137.8	[1]	312.3	[1]	267.6	[1]
Operating earnings, as percentage of revenues	18.70%		17.90%		18.50%		17.70%
Interest expense	30.5		33.2		61.1		61.6
Earnings before income taxes	128.2		104.6		251.2		206.0
Income taxes	35.8		33.4		68.9		66.0
Net earnings	92.4		71.2		182.3		140.0
Other comprehensive income (loss):
Foreign currency translation adjustment and other	7.7		(20.9)		(31.0)		(5.6)
Comprehensive income	$ 100.1		$ 50.3		$ 151.3		$ 134.4
Net earnings per common share:
Basic	$ 0.90		$ 0.70		$ 1.77		$ 1.37
Diluted	$ 0.89		$ 0.69		$ 1.76		$ 1.36
Weighted average common shares:
Basic	103.1		102.0		103.1		102.0
Diluted	103.9		102.6		103.8		102.6

[1] Operating earnings include an allocation of corporate IT costs, employee benefits and general and administrative costs based on the proportion of each segment's systems users, number of employees and sales, respectively.

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets

Note 5.                  Goodwill and Intangible Assets

The table below sets forth the intangible assets by major asset class, all of which were acquired through business purchase transactions:

		June 30, 2013
	Useful					Net
	Life	Original		Accumulated		Book
	(Years)	Cost		Amortization		Value
Customer contracts and relationships	8-30	$	409.2	$	74.2	$	335.0
Acquired technologies	9-34		126.7		52.2		74.5
Replacement parts annuity and product approvals	16-22		26.3		24.1		2.2
Technical qualifications, plans and drawings	15-22		26.8		23.2		3.6
Trademarks and patents	2-20		22.4		14.9		7.5
Covenants not to compete	3-5		3.3		1.2		2.1
Trade names	Indefinite		40.3		-		40.3
		$	655.0	$	189.8	$	465.2

Amortization expense associated with identifiable intangible assets was approximately $7.4 and $6.9 for the three month periods ended June 30, 2013 and 2012, respectively and $15.1 and $13.8 for the six month periods ended June 30, 2013 and 2012, respectively. The Company currently expects to recognize amortization expense of approximately $30 in each of the next five fiscal years. The future amortization amounts are estimates. Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods or other factors. The Company expenses costs to renew or extend the term of a recognized intangible asset. Goodwill increased $0.6 during the six months ended June 30, 2013, primarily as a result of the aforementioned adjustment to the Interturbine purchase price allocation, partially offset by foreign currency translations.

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Preliminary Estimates of Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Mar. 31, 2013 Aerospace Corp. and Interturbine
Business Combination, Separately Recognized Transactions [Line Items]
Accounts receivable-trade			$ 44.1
Inventories			95.6
Other current and non-current assets			16.7
Property and equipment			4.4
Goodwill	1,484.8	1,484.2	462.9
Identified intangibles			114.3
Accounts payable			(20.4)
Other current and non-current liabilities			(67.9)
Total purchase price			$ 649.7

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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2013

Preliminary Estimates of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of assets acquired and liabilities assumed in the UFC and Interturbine acquisitions in accordance with ASC 805, which are recorded based on management’s estimates as follows:

Accounts receivable-trade	$	44.1
Inventories		95.6
Other current and non-current assets		16.7
Property and equipment		4.4
Goodwill		462.9
Identified intangibles		114.3
Accounts payable		(20.4	)
Other current and non-current liabilities		(67.9	)
Total purchase price	$	649.7

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Net Earnings Per Common Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share Disclosure [Line Items]
Anti-dilutive securities excluded from determination of diluted earnings per common share	0.1	0.5	0.1	0.5

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Goodwill and Intangible Assets Disclosure [Line Items]
Amortization expense on identifiable intangible assets	$ 7.4	$ 6.9	$ 15.1	$ 13.8
Expected amortization expenses in year one	30		30
Expected amortization expenses in year two	30		30
Expected amortization expenses in year three	30		30
Expected amortization expenses in year four	30		30
Expected amortization expenses in year five	30		30
Goodwill increase during period			$ 0.6

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Intangible Assets by Major Asset Class (Detail) (USD $) In Millions, unless otherwise specified				6 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Customer contracts and relationships	Jun. 30, 2013 Customer contracts and relationships Minimum	Jun. 30, 2013 Customer contracts and relationships Maximum	Jun. 30, 2013 Acquired technologies	Jun. 30, 2013 Acquired technologies Minimum	Jun. 30, 2013 Acquired technologies Maximum	Jun. 30, 2013 Replacement parts annuity and product approvals	Jun. 30, 2013 Replacement parts annuity and product approvals Minimum	Jun. 30, 2013 Replacement parts annuity and product approvals Maximum	Jun. 30, 2013 Technical qualifications, plans and drawings	Jun. 30, 2013 Technical qualifications, plans and drawings Minimum	Jun. 30, 2013 Technical qualifications, plans and drawings Maximum	Jun. 30, 2013 Trademarks and patents	Jun. 30, 2013 Trademarks and patents Minimum	Jun. 30, 2013 Trademarks and patents Maximum	Jun. 30, 2013 Covenants not to compete	Jun. 30, 2013 Covenants not to compete Minimum	Jun. 30, 2013 Covenants not to compete Maximum	Jun. 30, 2013 Trade names
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)				8 years	30 years		9 years	34 years		16 years	22 years		15 years	22 years		2 years	20 years		3 years	5 years
Intangible assets, original cost	$ 655.0
Finite lived intangible assets, original cost			409.2			126.7			26.3			26.8			22.4			3.3
Accumulated Amortization	189.8		74.2			52.2			24.1			23.2			14.9			1.2
Finite lived intangible assets, net book value			335.0			74.5			2.2			3.6			7.5			2.1
Intangible assets, net book value	465.2	484.5
Indefinite lived intangible assets, net book value																					$ 40.3

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Capital Expenditures by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 30.6	[1]	$ 30.1	[1]	$ 67.8	[1]	$ 53.4	[1]
Commercial Aircraft
Property, Plant and Equipment [Line Items]
Capital expenditures	18.3		20.6		42.3		36.3
Consumables Management
Property, Plant and Equipment [Line Items]
Capital expenditures	9.2		6.5		18.9		11.4
Business Jet
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 3.1		$ 3.0		$ 6.6		$ 5.7

[1] Corporate capital expenditures have been allocated to the above segments in a manner consistent with our corporate expense allocations. Prior year amounts have been restated to reflect this revised allocation methodology.

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Accounting for Uncertainty in Income Taxes - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012 Y
Deferred Taxes Classification [Line Items]
Unrecognized tax benefits that, if recognized, would affect the effective tax rate	$ 38.0	$ 32.1
Number of tax years the company is currently open to audit by tax authorities		6
Benefit to diluted earnings per share due to recognition of R&D credit	$ 0.03
Effective income tax rate	29.00%
Maximum
Deferred Taxes Classification [Line Items]
Liability for unrecognized tax benefits for interest and penalties	$ 1.0	$ 1.0

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Accounting for Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of discounted closing price for Employee Stock Purchase Plan			85.00%
Long Term Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	$ 5.6	$ 6.0	$ 11.1	$ 11.8
Unrecognized compensation cost	$ 40.0		$ 40.0

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Inventories (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventory [Line Items]
Purchased materials and component parts	$ 217.6	$ 186.3
Work-in-process	425.7	371.8
Finished goods	1,222.3	1,194.8
Inventories	$ 1,865.6	$ 1,752.9

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Basis of Presentation

Note 1.                  Basis of Presentation

The accompanying unaudited 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 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 B/E Aerospace, Inc. (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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.

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Business Combinations

6 Months Ended

Jun. 30, 2013

Business Combinations

Note 3.                  Business Combinations

During 2012, the Company completed two acquisitions for a net aggregate purchase price of approximately $649.7 in cash (“2012 Acquisitions”). The 2012 Acquisitions were accounted for as purchases under FASB Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the 2012 Acquisitions have been reflected in the accompanying condensed consolidated balance sheets as of June 30, 2013 and December 31, 2012, and the results of operations for the 2012 Acquisitions are included in the accompanying condensed consolidated statements of earnings and comprehensive income from the respective dates of acquisition.

On January 30, 2012, the Company acquired 100% of the outstanding stock of UFC Aerospace Corp. (“UFC”), a provider of complex supply chain management and inventory logistics solutions, for a net purchase price of $404.7.

On July 26, 2012, the Company acquired 100% of Interturbine Aviation Logistics GmbH, Interturbine Logistics Solutions GmbH and Interturbine Technologies GmbH (collectively “Interturbine”), a provider of material management logistical services to global airlines and maintenance, repair and overhaul (“MRO”) providers, for a net purchase price of $245.0. Interturbine’s product range includes chemicals, lubricants, hydraulic fluids, adhesives, coatings and composites. Interturbine also supplies fasteners, cables and wires, electronic components, electrical and electromechanical materials, tools, hot bonding equipment and ground equipment to its primary customer base of airlines and MRO providers globally.

The Company completed its evaluation and allocation of the purchase price for the UFC acquisition during the period ended December 31, 2012. The Company completed its evaluation and allocation of the purchase price for the Interturbine acquisition during the three months ended March 31, 2013 which resulted in a $4.6 increase in goodwill.

The following table summarizes the fair values of assets acquired and liabilities assumed in the UFC and Interturbine acquisitions in accordance with ASC 805, which are recorded based on management’s estimates as follows:

Accounts receivable-trade	$	44.1
Inventories		95.6
Other current and non-current assets		16.7
Property and equipment		4.4
Goodwill		462.9
Identified intangibles		114.3
Accounts payable		(20.4	)
Other current and non-current liabilities		(67.9	)
Total purchase price	$	649.7

The majority of the goodwill and other intangible assets related to the UFC acquisition is expected to be deductible for tax purposes. None of the goodwill and other intangible assets related to the Interturbine acquisition is expected to be deductible for tax purposes.

Consolidated unaudited pro forma revenues, net earnings and net earnings per diluted share, giving effect to the UFC and Interturbine acquisitions for the three and six month periods ended June 30, 2012, as if they had occurred on January 1, 2012, were $798.8, $73.1, and $0.71, and $1,592.7, $145.0 and $1.41, respectively. The Company has begun transferring legacy UFC and Interturbine customers into its consumables management segment systems. As a result, it is not practicable to report stand-alone revenues and operating earnings of the acquired businesses since the respective acquisition dates.

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Long-Term Debt

6 Months Ended

Jun. 30, 2013

Long-Term Debt

Note 6.                  Long-Term Debt

In March 2012, the Company issued $500.0 aggregate principal amount of 5.25% senior notes due 2022 (the “5.25% Notes”), in an offering pursuant to the Securities Act of 1933, as amended. The notes are senior unsecured debt obligations of the Company. In July 2012, the Company issued $800.0 additional 5.25% Notes, at an effective yield of 4.9% as an add-on to the existing 5.25% Notes. During 2012, the Company redeemed $600.0 of its 8.5% senior unsecured notes due 2018 (the “8.5% Notes”). The Company incurred a loss on debt extinguishment of $82.1 related to unamortized debt issue costs and fees and expenses related to the repurchase of its 8.5% Notes.

As of June 30, 2013, long-term debt consisted of $1,300.0 aggregate principal amount ($1,314.4 inclusive of original issue premium) of its 5.25% Notes, which had an effective yield of approximately 5.0%, and $650.0 aggregate principal amount ($645.4 net of original issue discount) of 6.875% senior unsecured notes due 2020 (the “6.875% Notes). The Company also has a $950.0 revolving credit facility pursuant to an amended and restated credit agreement dated as of August 3, 2012, (the “Revolving Credit Facility”), none of which was drawn at June 30, 2013.

Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate (“LIBOR”) (as defined in the Revolving Credit Facility) plus 200 basis points or Prime (as defined in the Revolving Credit Facility) plus 100 basis points. If drawn, as of June 30, 2013, the rate under the Revolving Credit Facility would have been approximately 2.27%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $10.0 at June 30, 2013.

The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.0 to 1 and a total leverage ratio covenant (as defined therein) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined therein). The Revolving 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 June 30, 2013.

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Inventories

6 Months Ended

Jun. 30, 2013

Inventories

Note 4.                  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. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and inventory items with long procurement cycles, some of which are not expected to be realized within one year. Work-in-process inventories include costs and estimated earnings in excess of billings on uncompleted contracts and excess over average costs on long-term contracts. Finished goods inventories primarily consist of aerospace fasteners. Inventories consist of the following:

	June 30, 2013		December 31, 2012
Purchased materials and component parts	$	217.6	$	186.3
Work-in-process		425.7		371.8
Finished goods		1,222.3		1,194.8
	$	1,865.6	$	1,752.9

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Long-Term Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended				1 Months Ended		12 Months Ended	6 Months Ended				6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 London Interbank Offered Rate (LIBOR)	Jun. 30, 2013 Prime Rate	Mar. 13, 2012 Senior Unsecured Notes 5.25 Percent Due 2022	Jul. 31, 2012 Senior Unsecured Notes 4.9 percent	Dec. 31, 2012 Senior Unsecured Notes 8.5 Percent Due 2018	Jun. 30, 2013 Senior Unsecured Notes 5.25 Percent	Jun. 30, 2013 Senior Unsecured Notes 5.0 percent	Jun. 30, 2013 Senior Unsecured Notes 6.875 Percent Due 2020	Jun. 30, 2013 Covenant Requirement Minimum	Jun. 30, 2013 Covenant Requirement Maximum
Debt Instrument [Line Items]
Senior notes, aggregate principal amount					$ 500.0	$ 800.0		$ 1,300.0		$ 650.0
Debt, interest rate					5.25%	4.90%	8.50%	5.25%	5.00%	6.875%
Debt, due date					2022		2018			2020
Principal payments on long-term debt	0.3	0.3					600.0
Loss on extinguishment of debt							(82.1)
Senior notes, net of original issue discount or premiums								1,314.4		645.4
Revolving credit facility	950.0
Revolving credit facility, interest rate, additional rate			2.00%	1.00%
Revolving credit facility agreement	Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate ("LIBOR") (as defined in the Revolving Credit Facility) plus 200 basis points or Prime (as defined in the Revolving Credit Facility) plus 100 basis points.
Revolving credit facility, average interest rate	2.27%
Outstanding letter of credit amount	$ 10.0
Interest coverage ratio											200.00%
Total leverage ratio												425.00%

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Segment Reporting - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013 Segment
Segment Reporting Information [Line Items]
Company reporting units	6

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Total Assets by Reportable Segment (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 5,344.9	[1]	$ 5,106.4	[1]
Corporate Group
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 671.0		$ 599.4

[1] Corporate assets (including cash and cash equivalents) of $671.0 and $599.4 at June 30, 2013 and December 31, 2012, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Accounts receivable - trade, allowance for doubtful accounts	$ 10.0	$ 12.1
Property and equipment, accumulated depreciation	$ 275.1	$ 255.1
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1.0	1.0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200.0	200.0
Common stock, shares issued	105.4	105.4

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Accounting for Stock-Based Compensation

6 Months Ended

Jun. 30, 2013

Accounting for Stock-Based Compensation

Note 9.                  Accounting for Stock-Based Compensation

The Company has a Long Term Incentive Plan (“LTIP”) under which the Company’s Compensation Committee has the authority to grant stock options, stock appreciation rights, restricted stock, restricted stock units or other forms of equity-based or equity-related awards.

Compensation cost generally is recognized on a straight-line basis over the vesting period of the shares. Share-based compensation of $5.6 and $11.1, and $6.0 and $11.8 was recognized during the three and six month periods ended June 30, 2013 and 2012, respectively, related to the equity grants made pursuant to the LTIP. Unrecognized compensation expense related to equity grants, including the estimated impact of any future forfeitures, was $40.0 at June 30, 2013.

The Company has established a qualified Employee Stock Purchase Plan which allows qualified employees (as defined in the Employee Stock Purchase Plan) 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 for this plan was not material to any of the periods presented.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 182.3		$ 140.0
Adjustments to reconcile net earnings to net cash flows provided by operating activities, net of effects from acquisitions:
Depreciation and amortization	42.5		35.1
Deferred income taxes	18.6		48.3
Non-cash compensation	11.8		12.5
Provision for doubtful accounts	0.9		2.2
Loss on disposal of property and equipment	0.8		0.6
Tax benefits realized from employee stock options and restricted stock exercised in prior periods	(3.8)		(3.0)
Changes in operating assets and liabilities:
Accounts receivable	(68.7)		(70.6)
Inventories	(124.5)		(121.2)
Other current and non-current assets	(3.9)		(23.3)
Accounts payable and accrued liabilities	73.4		104.3
Net cash provided by operating activities	129.4		124.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(67.8)	[1]	(53.4)	[1]
Acquisitions, net of cash acquired	(3.5)		(407.1)
Other			(0.2)
Net cash used in investing activities	(71.3)		(460.7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued	3.3		2.7
Purchase of treasury stock	(0.4)		(0.3)
Tax benefits realized from employee stock options and restricted stock exercised in prior periods	3.8		3.0
Borrowings on line of credit			215.0
Repayments on line of credit			(215.0)
Proceeds from long-term debt			500.0
Principal payments on long-term debt	(0.3)		(0.3)
Debt origination costs			(9.8)
Net cash provided by financing activities	6.4		495.3
Effect of foreign exchange rate changes on cash and cash equivalents	(5.8)		0.6
Net increase in cash and cash equivalents	58.7		160.1
Cash and cash equivalents, beginning of period	513.7		303.5
Cash and cash equivalents, end of period	572.4		463.6
Cash paid during period for:
Interest	59.1		34.3
Income taxes	45.9		36.2
Supplemental schedule of noncash investing activities:
Accrued property additions	$ 11.7		$ 2.2

[1] Corporate capital expenditures have been allocated to the above segments in a manner consistent with our corporate expense allocations. Prior year amounts have been restated to reflect this revised allocation methodology.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 572.4		$ 513.7
Accounts receivable - trade, less allowance for doubtful accounts ($10.0 at June 30, 2013 and $12.1 at December 31, 2012)	463.8		401.7
Inventories	1,865.6		1,752.9
Deferred income taxes	30.1		42.4
Other current assets	57.8		55.9
Total current assets	2,989.7		2,766.6
Property and equipment, net of accumulated depreciation ($275.1 at June 30, 2013 and $255.1 at December 31, 2012)	336.4		302.9
Goodwill	1,484.8		1,484.2
Identifiable intangible assets	465.2		484.5
Other assets	68.8		68.2
Total assets	5,344.9	[1]	5,106.4	[1]
Current liabilities:
Accounts payable	354.4		286.2
Accrued liabilities	459.4		474.2
Current maturities of long-term debt			0.3
Total current liabilities	813.8		760.7
Long-term debt	1,959.8		1,960.2
Deferred income taxes	149.7		144.1
Other non-current liabilities	72.9		62.5
Commitments, contingencies and off-balance sheet arrangements (Note 8)
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; 105.4 million shares issued as of June 30, 2013 and 105.4 million shares issued as of December 31, 2012	1.1		1.1
Additional paid-in capital	1,670.7		1,652.2
Retained earnings	740.0		557.7
Accumulated other comprehensive loss	(63.1)		(32.1)
Total stockholders' equity	2,348.7		2,178.9
Liabilities and Equity, Total	$ 5,344.9		$ 5,106.4

[1] Corporate assets (including cash and cash equivalents) of $671.0 and $599.4 at June 30, 2013 and December 31, 2012, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

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Fair Value Measurements - Additional Information (Detail) (Fair Value, Inputs, Level 2, Senior Unsecured Notes, USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Inputs, Level 2 | Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior unsecured notes, fair value	$ 2,004.1	$ 2,103.8

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Business Combinations - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended	12 Months Ended	1 Months Ended	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Dec. 31, 2012 Entity	Jan. 30, 2012 Aerospace Corp. ("UFC")	Mar. 31, 2013 Interturbine Aviation Logistics GmbH	Jul. 26, 2012 Interturbine Aviation Logistics GmbH
Business Acquisition [Line Items]
Number of businesses acquired			2
Aggregate purchase price of business acquisition			$ 649.7	$ 404.7		$ 245.0
Business acquisition, percentage of outstanding stock acquired				100.00%		100.00%
Goodwill increase					4.6
Unaudited pro forma revenues had business acquisitions occurred at the beginning of the period	798.8	1,592.7
Unaudited pro forma net earnings had business acquisitions occurred at the beginning of the period	$ 73.1	$ 145.0
Unaudited pro forma diluted net earnings per share had business acquisitions occurred at the beginning of the period	$ 0.71	$ 1.41

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Computations of Basic and Diluted Earnings Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share Disclosure [Line Items]
Net earnings	$ 92.4	$ 71.2	$ 182.3	$ 140.0
Basic weighted average common shares	103.1	102.0	103.1	102.0
Effect of dilutive stock options and employee stock purchase plan shares	0.1	0.1	0.1	0.1
Effect of restricted shares issued	0.7	0.5	0.6	0.5
Diluted weighted average common shares	103.9	102.6	103.8	102.6
Basic net earnings per common share	$ 0.90	$ 0.70	$ 1.77	$ 1.37
Diluted net earnings per common share	$ 0.89	$ 0.69	$ 1.76	$ 1.36

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Goodwill by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill	$ 1,484.8	$ 1,484.2
Commercial Aircraft
Goodwill [Line Items]
Goodwill	388.9	388.4
Consumables Management
Goodwill [Line Items]
Goodwill	1,006.0	1,005.8
Business Jet
Goodwill [Line Items]
Goodwill	$ 89.9	$ 90.0

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Total Assets by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 5,344.9	[1]	$ 5,106.4	[1]
Commercial Aircraft
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,824.6		1,719.1
Consumables Management
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	3,087.3		3,006.7
Business Jet
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 433.0		$ 380.6

[1] Corporate assets (including cash and cash equivalents) of $671.0 and $599.4 at June 30, 2013 and December 31, 2012, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

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Commitments, Contingencies and Off-Balance Sheet Arrangements

6 Months Ended

Jun. 30, 2013

Commitments, Contingencies and Off-Balance Sheet Arrangements

Note 8.                 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 sheets. At June 30, 2013, future minimum lease payments under these arrangements approximated $323.9, the majority of which related to long-term real estate leases.

Litigation – The Company is a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate, are likely to result in a material adverse effect on the Company’s condensed consolidated financial statements.

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. Many 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 that 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.

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Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Commitments and Contingencies Disclosure [Line Items]
Operating lease, future minimum lease payments	$ 323.9

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Net Earnings Per Common Share

6 Months Ended

Jun. 30, 2013

Net Earnings Per Common Share

Note 11.                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 weighted average common shares outstanding including the dilutive effect of stock options, shares issued under the Employee Stock Purchase Plan and restricted shares based on an average share price during the period. For the three month periods ended June 30, 2013 and 2012, approximately 0.1 and 0.5, and for the six month periods ended June 30, 2013 and 2012, approximately 0.1 and 0.5 shares of the Company’s common stock, respectively, were excluded from the determination of diluted earnings per common share because their effect would have been anti-dilutive. The computations of basic and diluted earnings per share for the three months ended June 30, 2013 and 2012, respectively, are as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Net earnings	$	92.4	$	71.2	$	182.3	$	140.0
Basic weighted average common shares		103.1		102.0		103.1		102.0
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1		0.1		0.1
Effect of restricted shares issued		0.7		0.5		0.6		0.5
Diluted weighted average common shares		103.9		102.6		103.8		102.6
Basic net earnings per common share	$	0.90	$	0.70	$	1.77	$	1.37
Diluted net earnings per common share	$	0.89	$	0.69	$	1.76	$	1.36

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Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Fair Value Measurements

Note 7.                  Fair Value Measurements

All financial instruments are carried at amounts that approximate estimated fair value. The fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. Assets measured at fair value are categorized based upon the lowest level of significant input to the valuations.

Level 1 – quoted prices in active markets for identical assets and liabilities.

Level 2 – quoted prices for identical assets and liabilities in markets that are not active, or observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 – unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

The carrying amounts of cash and cash equivalents (which the Company classifies as Level 1 assets), accounts receivable – trade and accounts payable represent their respective fair values due to their short- term nature. There was no debt outstanding under the Revolving Credit Facility as of June 30, 2013. The fair value of the Company’s senior notes, based on market prices for publicly-traded debt (which the Company classifies as Level 2 inputs), was $2,004.1 and $2,103.8 as of June 30, 2013 and December 31, 2012, respectively.

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

Recent Accounting Pronouncements

Note 2.                   Recent Accounting Pronouncements

 In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. The ASU requires an entity to report, either on the face of the income statement or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the income statement if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. The adoption of ASU 2013-02, effective January 1, 2013, did not impact the Company’s consolidated financial statements as there were no reclassifications out of accumulated other comprehensive income during the period.

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Revenues and Operating Earnings by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 850.3		$ 768.1		$ 1,692.5		$ 1,515.4
Operating earnings	158.7	[1]	137.8	[1]	312.3	[1]	267.6	[1]
Interest expense	30.5		33.2		61.1		61.6
Earnings before income taxes	128.2		104.6		251.2		206.0
Commercial Aircraft
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	431.2		392.3		851.2		767.0
Operating earnings	79.7		69.9		153.9		135.4
Consumables Management
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	312.7		286.6		639.4		573.4
Operating earnings	61.3		55.5		126.1		107.3
Business Jet
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	106.4		89.2		201.9		175.0
Operating earnings	$ 17.7		$ 12.4		$ 32.3		$ 24.9

[1] Operating earnings include an allocation of corporate IT costs, employee benefits and general and administrative costs based on the proportion of each segment's systems users, number of employees and sales, respectively.

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Inventories (Tables)

6 Months Ended

Jun. 30, 2013

Inventories

Inventories consist of the following:

	June 30, 2013		December 31, 2012
Purchased materials and component parts	$	217.6	$	186.3
Work-in-process		425.7		371.8
Finished goods		1,222.3		1,194.8
	$	1,865.6	$	1,752.9

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Segment Reporting

6 Months Ended

Jun. 30, 2013

Segment Reporting

Note 10.                Segment Reporting

The Company is organized based on the products and services it offers. The Company’s reportable segments, which are also its operating segments, are comprised of commercial aircraft, consumables management and business jet.

The Company has six reporting units, which were determined based on materiality and on the guidelines contained in FASB ASC Topic 350, Subtopic 20, Section 35. Each reporting unit represents either (a) an operating segment (which is also a reportable segment) or (b) a component of an operating segment, which constitutes a business, for which there is discrete financial information available that is regularly reviewed by segment management.

The Company evaluates segment performance based on segment operating earnings or losses. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operating decision-making group. This group is comprised of the Chairman and Chief Executive Officer, the President and Chief Operating Officer, and the Senior Vice President 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 commercial, business jet, military, MRO, aircraft leasing and aircraft manufacturing customers.

The Company has not included product line information due to the similarity of commercial aircraft segment product offerings and the impracticality of determining such information for the consumables management segment.

The following table presents revenues and operating earnings by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Revenues
Commercial aircraft	$	431.2	$	392.3	$	851.2	$	767.0
Consumables management		312.7		286.6		639.4		573.4
Business jet		106.4		89.2		201.9		175.0
	$	850.3	$	768.1	$	1,692.5	$	1,515.4
Operating earnings (1)
Commercial aircraft	$	79.7	$	69.9	$	153.9	$	135.4
Consumables management		61.3		55.5		126.1		107.3
Business jet		17.7		12.4		32.3		24.9
		158.7		137.8		312.3		267.6
Interest expense		30.5		33.2		61.1		61.6
Earnings before income taxes	$	128.2	$	104.6	$	251.2	$	206.0

(1) Operating earnings include an allocation of corporate IT costs, employee benefits and general and administrative costs based on the proportion of each segment’s systems users, number of employees and sales, respectively. 

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Capital expenditures (2)
Commercial aircraft	$	18.3	$	20.6	$	42.3	$	36.3
Consumables management		9.2		6.5		18.9		11.4
Business jet		3.1		3.0		6.6		5.7
	$	30.6	$	30.1	$	67.8	$	53.4

(2) Corporate capital expenditures have been allocated to the above segments in a manner consistent with our corporate expense allocations. Prior year amounts have been restated to reflect this revised allocation methodology.

The following table presents goodwill by reportable segment:

	June 30,		December 31,
	2013		2012
Goodwill
Commercial aircraft	$	388.9	$	388.4
Consumables management		1,006.0		1,005.8
Business jet		89.9		90.0
	$	1,484.8	$	1,484.2

The following table presents total assets by reportable segment:

	June 30,		December 31,
	2013		2012
Total assets (3)
Commercial aircraft	$	1,824.6	$	1,719.1
Consumables management		3,087.3		3,006.7
Business jet		433.0		380.6
	$	5,344.9	$	5,106.4

  (3) Corporate assets (including cash and cash equivalents) of $671.0 and $599.4 at June 30, 2013 and December 31, 2012,   respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

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Net Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2013

Computations of Basic and Diluted Earnings Per Share

The computations of basic and diluted earnings per share for the three months ended June 30, 2013 and 2012, respectively, are as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Net earnings	$	92.4	$	71.2	$	182.3	$	140.0
Basic weighted average common shares		103.1		102.0		103.1		102.0
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1		0.1		0.1
Effect of restricted shares issued		0.7		0.5		0.6		0.5
Diluted weighted average common shares		103.9		102.6		103.8		102.6
Basic net earnings per common share	$	0.90	$	0.70	$	1.77	$	1.37
Diluted net earnings per common share	$	0.89	$	0.69	$	1.76	$	1.36

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Intangible Assets by Major Asset Class

The table below sets forth the intangible assets by major asset class, all of which were acquired through business purchase transactions:

		June 30, 2013
	Useful					Net
	Life	Original		Accumulated		Book
	(Years)	Cost		Amortization		Value
Customer contracts and relationships	8-30	$	409.2	$	74.2	$	335.0
Acquired technologies	9-34		126.7		52.2		74.5
Replacement parts annuity and product approvals	16-22		26.3		24.1		2.2
Technical qualifications, plans and drawings	15-22		26.8		23.2		3.6
Trademarks and patents	2-20		22.4		14.9		7.5
Covenants not to compete	3-5		3.3		1.2		2.1
Trade names	Indefinite		40.3		-		40.3
		$	655.0	$	189.8	$	465.2

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 23, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	BEAV
Entity Registrant Name	B/E AEROSPACE INC
Entity Central Index Key	0000861361
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		104,790,494

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2013

Revenues and Operating Earnings by Reportable Segment

The following table presents revenues and operating earnings by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Revenues
Commercial aircraft	$	431.2	$	392.3	$	851.2	$	767.0
Consumables management		312.7		286.6		639.4		573.4
Business jet		106.4		89.2		201.9		175.0
	$	850.3	$	768.1	$	1,692.5	$	1,515.4
Operating earnings (1)
Commercial aircraft	$	79.7	$	69.9	$	153.9	$	135.4
Consumables management		61.3		55.5		126.1		107.3
Business jet		17.7		12.4		32.3		24.9
		158.7		137.8		312.3		267.6
Interest expense		30.5		33.2		61.1		61.6
Earnings before income taxes	$	128.2	$	104.6	$	251.2	$	206.0

(1) Operating earnings include an allocation of corporate IT costs, employee benefits and general and administrative costs based on the proportion of each segment’s systems users, number of employees and sales, respectively. 

Capital Expenditures by Reportable Segment

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Capital expenditures (2)
Commercial aircraft	$	18.3	$	20.6	$	42.3	$	36.3
Consumables management		9.2		6.5		18.9		11.4
Business jet		3.1		3.0		6.6		5.7
	$	30.6	$	30.1	$	67.8	$	53.4

(2) Corporate capital expenditures have been allocated to the above segments in a manner consistent with our corporate expense allocations. Prior year amounts have been restated to reflect this revised allocation methodology.

Goodwill by Reportable Segment

The following table presents goodwill by reportable segment:

	June 30,		December 31,
	2013		2012
Goodwill
Commercial aircraft	$	388.9	$	388.4
Consumables management		1,006.0		1,005.8
Business jet		89.9		90.0
	$	1,484.8	$	1,484.2

Total Assets by Reportable Segment

The following table presents total assets by reportable segment:

	June 30,		December 31,
	2013		2012
Total assets (3)
Commercial aircraft	$	1,824.6	$	1,719.1
Consumables management		3,087.3		3,006.7
Business jet		433.0		380.6
	$	5,344.9	$	5,106.4

  (3) Corporate assets (including cash and cash equivalents) of $671.0 and $599.4 at June 30, 2013 and December 31, 2012,   respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.