RETIREMENT AGREEMENT

THIS RETIREMENT AGREEMENT, dated as of November 19, 2008 (the “ Agreement ”), by and between BE Aerospace, Inc., a Delaware corporation (the “ Company ”) and Edmund J. Moriarty (the “ Executive ”).

WHEREAS, the Company and the Executive are parties to a certain Employment Agreement, dated as of September 18, 1995, as amended January 1, 1996 (the “ Employment Agreement ”); and

WHEREAS, the Company and the Executive have agreed to the Executive’s retirement as an employee and an officer of the Company; and

WHEREAS, in consideration for the Executive’s long service with the Company and his agreement to the covenants and restrictions set forth herein, the Company has agreed to enter into this Agreement which provides the Executive with certain payments and benefits to which he is not otherwise entitled; and

WHEREAS, except as otherwise set forth herein, the parties intend that this Agreement shall set forth the terms of the Executive’s retirement and that this Agreement shall supersede all prior agreements between the parties regarding the subject matter contained herein, including, without limitation, the Employment Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth in this Agreement, the parties hereto hereby agree as follows:

1.       Continued Employment .  From the date hereof through June 30, 2009, (the “ Effective Date ”), the Executive shall remain employed as the Vice President–Law, General Counsel and Secretary of the Company.  During the period commencing on the date hereof and ending on the Effective Date, the Executive (i) shall be entitled to the compensation and benefits set forth in Section 3 of his Employment Agreement (as in effect on the date hereof) and (ii) shall be obligated to perform the duties set forth in Section 2 of the Employment Agreement.

2.       Retirement .  Effective as of the Effective Date, the Executive shall retire from his position as the Vice President–Law, General Counsel and Secretary of the Company and from all other positions and offices with the Company and any of its subsidiaries or affiliates (collectively, the “ Company Group ”).

3.       Severance Payments and Benefits .  In consideration of  the covenants set forth herein, and the waiver and release of claims set forth below and provided that the Executive  does not revoke this Agreement during the applicable Revocation Period (as defined in Section 12 below), the Company shall provide the Executive with the following severance payments and benefits:

a.       Accrued Amounts .  The Executive shall receive a lump sum payment within thirty (30) days following the Effective Date equal to (1) any earned but unpaid salary through the Effective Date; (2) any earned but unpaid annual bonus for any fiscal year that ended prior to the Effective Date; and (3) reimbursement of approved expenses due to the Executive pursuant to the Company’s policies in effect from time to time.

b.       Initial Severance Payments .     During the period commencing on the Effective Date and ending on the six (6) month anniversary of the Effective Date (the “ Initial Severance Period ”), the Executive shall receive payment of an amount (the “ Initial Severance ”) equal to $172,250.  Payment of the Initial Severance shall commence on the date the Release becomes effective and shall be paid in equal installments through the remainder of the Initial Severance Period in accordance with the Company’s payroll practices in effect on the Effective Date.  The Initial Severance is intended to constitute a “separation payment plan” for purposes of Section 409A of the U.S. Internal Revenue Code and the Regulations and guidance promulgated thereunder (“ Section 409A ”).  Notwithstanding the forgoing, payment of the Initial Severance will be conditioned upon the Executive signing a waiver and release of claims with the same terms as set forth in Section 10 hereof and such waiver and release becoming effective and irrevocable on or prior to the second (2nd) month anniversary of the Effective Date (the “ Final Release ”).

c.       Additional Severance Payment .  During the two (2) year period commencing on the first business day following the expiration of the Initial Severance Period and ending on December 31, 2011 (the “ Additional Severance Period ”) the Executive shall receive payment of an amount (the “ Additional Severance ”) equal to $516,758.30.  The Additional Severance shall be paid in equal installments through the Additional Severance Period in accordance with the Company’s payroll practices in effect on the Effective Date subject to the Final Release becoming effective and irrevocable.

d.       Death .  In the event that the Executive dies during the Initial Severance Period or the Additional Severance Period, the Company shall pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump sum amount equal to the payments that would have been due to the Executive under this Agreement from the date of his death until the end of the Additional Severance Period.

e.       Continuation of Health Insurance .  During the period commencing on the Effective Date and ending on the earlier of (i) the second (2 ^nd ) anniversary of the Effective Date and (ii) the date on which the Executive begins receiving comparable coverage from another entity, the Company shall continue to provide the Executive with all medical, dental and health benefits available from time to time to the Company’s executive officers under the Company’s medical, dental and health benefits plans, including, without limitation, the benefits available under the Company’s executive medical reimbursement plan in effect as of January 1, 1998;   provided ,   however ,   that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time.  To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A, the Company shall reimburse the 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.

f.       Accrued Vacation .  The Company shall pay the Executive a lump sum cash payment equal to $50,816.00 which represents forty (40) days of accrued but unused vacation.  Such payment shall be made within thirty (30) days following the Effective Date.

g.       Treatment of Stock Options .  As of the Effective Date, the Executive has two thousand (2,000) vested and outstanding stock options with a grant date of November 24, 2004, an expiration date of November 23, 2014, and a strike price of $10.42 (the “ Options ”) which were granted to the Executive under the Company’s 2001 Stock Option Plan of the Company (together with the individual grant documents, the “ Stock Option Plan ”).  The Options shall continue in effect after the Effective Date and remain exercisable by the Executive at any time on or before November 23, 2014 pursuant to the terms and conditions of the Stock Option Plan.

h.       ATS Stock .  On the Effective Date the Company shall pay to Executive a lump sum amount of $5,200.00 for the Company’s purchase of Executive’s twenty thousand (20,000) shares of common stock of Advanced Thermal Sciences Corporation owned by Executive as of the Effective Date; provided that such shares continue to be held by the Executive on such date.

i.       Restricted Stock .  The Company agrees that, notwithstanding any other agreement or equity plan providing to the contrary, on the Effective Date all awards of restricted stock of the Company granted to the Executive on or before June 30, 2009, shall vest and shall no longer be subject to forfeiture or restrictions on transfer.  Such awards are listed on Appendix A attached hereto and made a part hereof.

4.       Consulting Services .

a.       Consulting Services .  During the Initial Severance Period and the Additional Severance Period (the “ Consulting Period ”), the Executive shall provide advice and consultation to the Company and such other services mutually agreed to by the Executive and the Company (the “ Consulting Services ”).  At all times the Consulting Services shall be nonexclusive 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 shall the Consulting Services represent more than twenty percent (20%) of the average level of bona fide services the Executive provided to the Company Group over the thirty-six (36) month period prior to the Effective Date.

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 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.

d.       Independent Contractor .  The Executive acknowledges that the Consulting Services shall be performed in the capacity of an “independent contractor,” that the Executive is solely responsible for the Executive’s actions or inactions, and that nothing in this Agreement shall be construed to create an employment relationship between the parties during the Consulting Period.  The Executive agrees that, with respect to the Consulting Services provided hereunder, the Executive is not 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.

e.       Code of Conduct .  During the Consulting Period, the Executive shall comply with the Company’s Code of Conduct and its Delegations of Authority, each as in effect from time to time (as if he was a non-management employee with respect to the Delegation of Authority Policy).

f.       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 his being made a party to any action or proceedings by reason of his provision of the Consulting Services.

5.         Return of Property .  Except as otherwise provided in this Section 5, on or prior to the Effective Date, the Executive shall surrender to the Company all property of the Company in the Executive’s possession and all property made available to the Executive in connection with his employment by the Company Group.  On and after the Effective Date, the Executive shall retain the handheld wireless devices (including, without limitation, the Blackberry and other mobile phones), computer, computer monitor, printer, docking station, keyboard, and all other related hardware and peripheral equipment, including, without limitation, CD-ROM and floppy disk drives, connecting cables, power plugs and batteries, made available to the Executive in connection with his employment by the Company.

6.       Cooperation .  From and after the Effective Date, the Executive shall cooperate at no expense to Executive in all reasonable respects with any member of the Company Group and their respective directors, officers, attorneys and experts in connection with the conduct of any action, proceeding, investigation or litigation involving any member of the Company Group, including, without limitation, any such action, proceeding, investigation or litigation in which the Executive is called to testify.

7.       Unfavorable Comments; Confidentiality of this Agreement .

a.       Public Comments by the Executive .  The Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning any member of the Company Group or any of their current or former directors, officers, employees or shareholders, or (ii) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of any member of the Company Group.

b.       Confidentiality of this Agreement .  The parties agree that the terms of this Agreement (other than the fact of the Executive’s retirement from the Company and the date thereof) are “Confidential Information” as defined in Section 8.a. below, and that neither party may disclose any of such terms to any other person other than their attorneys, financial or tax advisers, accountants or spouses.  The parties agree that they shall instruct their attorneys, financial and tax advisers, accountants and spouses not to disclose such terms to any other person.  Notwithstanding anything herein to the contrary, the Executive and the Executive’s representatives may consult any tax advisor regarding the tax treatment and tax structure of the retirement arrangement set forth in this Agreement and may disclose to any person, without limitation of any kind, the tax treatment and tax structure of such arrangement and all materials (including opinions or other tax analyses) that are provided relating to such treatment or structure.

c.       Permitted Disclosure .  The provisions of this Section 7 shall not preclude a party from:  (i) providing any information required by law or any regulations of any securities exchange, (ii) disclosing any information necessary to prepare a defense of any claim, or (iii) responding to any statement made by the other party hereto in contravention of this Section 7.

8.       Confidentiality; Noncompetition; Nonsolicitation .

a.       Confidential Information .  Except as otherwise provided in Sections 7.b. and 7.c. hereof, the Executive agrees that he will not at any time, except with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, directly or indirectly, reveal to any person, entity or other organization (other than a member of the Company Group or their respective employees, officers, directors, shareholders or agents) or use for Executive’s own benefit any information reasonably deemed to be confidential by any member of the Company Group (“ Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group including, without limitation, any information concerning past, present or prospective customers, manufacturing processes, marketing data, or other confidential information used by, or useful to, any member of the Company Group and known (whether or not known with the knowledge and permission of any member of the Company Group and whether or not at any time prior to the Executive’s employment with the Company developed, devised, or otherwise created in whole or in part by the efforts of the Executive) to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group.  The term Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by, or at the direction of, the E