AMENDMENT NO. 2 TO THE TRANSDIGM GROUP INCORPORATED FOURTH AMENDED AND RESTATED 2003 STOCK OPTION PLAN

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Title: AMENDMENT NO. 2 TO THE TRANSDIGM GROUP INCORPORATED FOURTH AMENDED AND RESTATED 2003 STOCK OPTION PLAN
Date: 8/7/2008
Industry: Aerospace and Defense Sector: Capital Goods

Exhibit 10.1

AMENDMENT NO. 2

TO THE

TRANSDIGM GROUP INCORPORATED

FOURTH AMENDED AND RESTATED 2003 STOCK OPTION PLAN

WHEREAS, TransDigm Group Incorporated (the “Company”) currently maintains and sponsors the TransDigm Group Incorporated Fourth Amended and Restated 2003 Stock Option Plan (the “Plan”); and

WHEREAS, the Board of Directors of the Company (the “Board”) wishes to amend the Plan in accordance with the provisions of Sections 2(c), 2(j) and 17.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. By replacing Section 2(c) of the Plan in its entirety as follows:

“(c)

‘ Annual EBITDA Target ’ means:

(i)

for fiscal year 2004 (ending September 30, 2004), $134.7 million;

(ii)

for fiscal year 2005, $163 million;

(iii)

for fiscal year 2006, $190.1 million;

(iv)

for fiscal year 2007, $250.0 million; and

(v)

for fisc

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