GOODRICH CORPORATION MANAGEMENT INCENTIVE PROGRAM

Exhibit 10.26

GOODRICH CORPORATION
MANAGEMENT INCENTIVE PROGRAM

1. PURPOSE

The Goodrich Corporation Management Incentive Program (the “Program”) has been established to provide opportunities for certain key employees to receive incentive compensation as a reward for high levels of personal performance that exceed the ordinary performance standards compensated by base salary, and for their contributions to strong performance of Goodrich Corporation (the “Company”). The Program is designed to provide competitive awards when relevant performance objectives are achieved and reduced or no awards when such objectives are not achieved.

2. ELIGIBILITY

Participation in the Program will be limited to those key employees who have the potential to influence significantly and positively the performance of the Company or the business unit to which they are assigned. Participants will be selected by the appropriate business unit president or corporate functional head and approved by a senior executive who reports directly to the Company’s Chief Executive Officer (“Senior Executive”). Inclusion of a key employee as a Participant, however, does not assure that an incentive award will be paid to the Participant for any Program Year (as defined below) since actual awards are determined at the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Committee”).

To be eligible for participation in a Program Year, the key employee must have assumed the duties of an incentive-eligible position and must have been selected for participation in the Program . To receive an award, the Participant must remain employed by the Company through December 15 of the Program Year, except to the extent set forth in Sections 9 and 10.

3. INCENTIVE CATEGORIES

Each Program Year each Participant is assigned to an incentive category based on organizational level and potential impact on important Company or business unit results. The incentive categories define the target level of incentive opportunity, stated as a percentage of base salary, which will be available to the Participant if the Company’s target performance levels are met for the Program Year (the “Target Incentive Amount”). Incentive category assignments are initiated on the recommendation of the appropriate business unit president and approved by the Company’s corporate compensation group and a Senior Executive.

4. THRESHOLD AND MAXIMUM AWARDS

Each Participant will be assigned threshold and maximum award levels. Threshold award level represents the level above which an incentive award will be paid to a Participant. An incentive award will not be paid for performance at or below threshold level. Maximum award level represents the maximum amount of incentive award that may be paid to a Participant. A Participant’s maximum award level will be 200% of such Participant’s Target Incentive Amount.

5. PERFORMANCE MEASURES

Performance measures that may be used under the Program include one or more of the following criteria: operating income; net income; earnings (including earnings before interest, taxes, depreciation and/or amortization); earnings per share; sales; costs; profitability of an identifiable business unit or product; maintenance or improvement of profit margins; cost reduction goals; operating cash flow; free cash flow (operating cash flow less capital expenditures); working capital; improvements in capital structure; debt reduction; credit ratings; return on assets; return on equity; return on invested capital; stock price; total shareholder return; completion of joint ventures, divestitures, acquisitions or other corporate transactions; new business or expansion of customers or clients; strategic plan development and implementation; succession plan development and implementation; customer satisfaction indicators; employee metrics; or other objective individual or team goals.

The performance measures may relate to the Company, on an absolute basis and/or relative to one or more peer group companies or indices, or to a particular participant, subsidiary, division or operating unit, or any combination of the foregoing, all as the Committee shall determine. In addition, the Committee may adjust, modify or amend the above criteria, either in establishing any performance measure or in determining the extent to which any performance measure has been achieved. Without limiting the generality of the foregoing, the Committee shall have the authority, at the time it establishes the performance measures for the applicable Program Year, to make equitable adjustments in the criteria in recognition of unusual or non-recurring events, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a business or related to a change in accounting principles, or as the Committee determines to be appropriate to reflect a true measurement of the performance of the Company or any subsidiary, division or operating unit, as applicable, and to otherwise satisfy the objectives of the Program.

6. PERFORMANCE GOALS

The Committee will designate, prior to or within 90 days of the beginning of each Program Year, (a) the incentive category and percentage of base salary for each Participant to determine such Participant’s Target Incentive Amount; (b) the performance measures and calculation methods to be used for the Program Year; (c) a schedule for each performance measure relating achievement levels for the performance measure to incentive award levels as a percentage of each Participant’s Target Incentive Amount; and (d) the relative weightings of the performance measures for the Program Year.

7. PERFORMANCE CERTIFICATION

As soon as practicable following the end of each Program Year, the Committee will certify the Company’s performance with respect to each performance measure used in that Program Year. All such certifications will be made by the Committee acting in its sole discretion, and such certifications will be final.

8. AWARD CALCULATION AND PAYMENT

Individual incentive awards will be calculated and, for United States employees, paid in a single lump sum cash payment following the Committee’s certification of performance for each Program Year and, in any event, on or before the March 15 immediately following the Program Year for which the individual incentive award was earned. The amount of a Participant’s incentive award to be paid based on each individual performance measure will be calculated based on the following formula (the “Formula”):