Exhibit 10.1
SECOND AMENDED AND
RESTATED
TRANSDIGM GROUP
INCORPORATED
2006 STOCK INCENTIVE PLAN
DIVIDEND EQUIVALENT PLAN
Section 1. P
URPOSE
The purpose of this Plan is to
provide certain participants in the Company’s 2006 Stock
Incentive Plan with the right to receive dividend equivalent
payments in the event that a dividend is declared by the Company in
connection with a recapitalization or a similar corporate
event.
Section 2. D
EFINITIONS
(a) “ Affiliate ”
means any parent corporation or subsidiary corporation of the
Company, whether now or hereafter existing, as those terms are
defined in Section 424(e) and (f), respectively, of the
Code.
(b) “ Board ”
means the Board of Directors of the Company.
(c) “ Code ”
means the Internal Revenue Code of 1986, as amended.
(d) “ Committee ”
means the Compensation Committee of the Board.
(e) “ Company ”
means TransDigm Group Incorporated, a Delaware
corporation.
(f) “ Corporate
Transaction ” means a transaction that qualifies as a
“corporate transaction” for purposes of Treasury
Regulation Section 1.409A-1(b)(5)(v)(D).
(g) “ Option ”
means an option to purchase common stock of the Company under the
2006 Stock Incentive Plan.
(h) “ Participant
” means a person or entity to whom an Option is granted
pursuant to the 2006 Stock Incentive Plan or, if applicable, such
other person or entity who holds an outstanding Option.
(i) “ Plan ”
means the TransDigm Group Incorporated Dividend Equivalent Plan, as
the same may be amended from time to time.
(j) “ 2006 Stock Incentive
Plan ” means the TransDigm Group Incorporated 2006 Stock
Incentive Plan, as the same may be amended from time to
time.
Section 3. A
DMINISTRATION
(a) General . The Plan shall
be administered by the Committee.
(b) Powers of the Committee .
Subject to the provisions of the Plan, the Committee shall have
sole authority, in its absolute discretion: (i) to construe
and interpret the Plan, and to establish, amend and revoke rules
and regulations for its administration; (ii) to amend the Plan
as provided in Section 5(a); and (iii) to exercise such
powers and to perform such acts as the Committee deems necessary or
expedient to promote the best interests of the Company which are
not in conflict with the provisions of the Plan. Notwithstanding
any other provision of the Plan, any action required or permitted
to be taken by the Committee may be taken by the Board.
(c) Committee Determinations
. All determinations, interpretations and constructions made by the
Committee in good faith shall not be subject to review by any
person or entity and shall be final, binding and conclusive on all
persons and entities.
Section 4. P
AYMENT OF D IVIDEND E QUIVALENT
(a) Dividend Equivalents . In
the event that the Company declares a dividend on common stock of
the Company, Participants shall be eligible to receive a cash
dividend equivalent payment or a reduction of the exercise price of
unvested Options as follows:
(i) Vested Options .
Participants who hold vested Options at the time any such dividend
is declared shall be eligible to receive a cash dividend equivalent
payment equal to the amount that such Participant would otherwise
have been entitled to receive had his or her vested Option been
fully exercised immediately prior to such declaration. The cash
dividend equivalent payment shall be paid to Participants eligible
for such payments under this Section 4(a)(i) no later than the
later of (A) December 31 of the year in which the
dividend is declared or (B) two and one-half (2
1
/ 2 ) months follo
