AMENDMENT TO PERFORMANCE UNIT AWARD AGREEMENT
THIS
AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933 .
THIS FIRST AMENDMENT made as of the
day of
, 200
is made to the
Performance Unit Award Agreement dated
, 200
and the Performance Unit Award Agreement dated
, 200
(collectively, the “Agreement”) by and between Goodrich
Corporation, a New York corporation (the “Company”),
and
(the “Employee”). For purposes of this Amendment, all
capitalized terms not defined herein shall have the meanings
ascribed thereto under the terms of the Goodrich Corporation 2001
Equity Compensation Plan (as amended, the “Plan”) or
the Agreement, unless otherwise noted.
WHEREAS, the Company and the Employee
desire to mutually amend the Agreement.
NOW THEREFORE, in consideration of
the mutual covenants contained in this agreement, the Company and
the Employee agree as follows:
I.
Section 3 of the Agreement is
hereby deleted and the following inserted in lieu thereof:
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3. |
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Unit Value Measurement . Except as otherwise
provided in section 7 below, the aggregate value of the
Participant’s Units (the “Benefit Amount”) shall
be determined as of the last day of the Term, and shall be equal to
the product of the number of Units then covered under this
Agreement and the fair market value of one share of the Common
Stock, as calculated pursuant to Section 14 of the Plan, as of
the last day of the Term. |
II.
The first sentence of Section 4
of the Agreement is hereby deleted and the following inserted in
lieu thereof:
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Except as otherwise provided in Section 6 and
Section 7 below, the Employee shall be entitled to a benefit
payment under this Agreement equal to the specified percentage (the
“Earned Percentage”) of the Benefit Amount. |
III.
Section 5 of the Agreement is
hereby deleted and the following inserted in lieu thereof:
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5. |
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Benefit Payment . The benefit payment due to the
Employee under this Agreement shall be paid to the Employee (or, if
the Employee is deceased, the Employee’s beneficiary, as
defined in Section 8) in a lump sum cash payment, subject to
the provisions of Section 9 below. Except as otherwise
provided in |
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Section 7 below, such payment shall be paid by the Company
as soon as practicable after the last date of the Term but, in any
event, on or before March 15 of the year immediately following
the end of the Term. |
IV.
Section 6(a) of the Agreement is hereby deleted and the
following inserted in lieu thereof:
(a) Retirement, Death or
Disability . If the Employee’s employment with the
Company terminates due to retirement, death or permanent and total
disability, then the amount of benefit otherwise payable to the
Employee (or, if the Employee is deceased, the Employee’s
beneficiary, as defined in Section 8) hereunder shall be
reduced by multiplying such amount by a fraction, the numerator of
which shall be the number of months (rounded upward to the nearest
month) of employment that the Employee has completed with the
Company during the Term and the denominator shall be 36. For the
purpose of this Section 6(a), the Employee shall be treated as
having retired if the Employee terminates employment with the
Company at any time after the Employee is eligible for early
retirement as provided under the terms of the Goodrich Corporation
Employees’ Pension Plan (or would be eligible for early
retirement under such plan if the Employee was a participant in
such plan or as provided in a subsidiary company’s salaried
pension plan in the event the Employee’s pension benefits are
received solely from the subsidiary’s plan) in effect at the
time of such termination.
V.
Section 6(b) of the Agreement is hereby deleted and the
following inserted in lieu thereof:
(b) Other Termination of
Employment . Except as provided in Section 7 below, if
the Employee’s employment is terminated prior to the last day
of the Term for any reasons other than retirement, death or
permanent and total disability, then the Employee will not be
entitled to the payment of any benefit under this Agreement.
VI.
Secti
