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Exhibit 10.8
[FORM OF RESTRICTED STOCK AWARD
AGREEMENT
FOR ROBERT A. MARCHETTI]
BE AEROSPACE, INC. 2005
LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS AWARD AGREEMENT (the " Award
Agreement ") is made effective as of ______________ (the "
Date of Grant ") between BE Aerospace, Inc., a
Delaware corporation (the " Company "), and Robert
A. Marchetti (the " Participant "). Capitalized
terms not otherwise defined herein shall have the same meanings as
in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the "
Plan ").
WHEREAS, the Company desires to grant the
Restricted Stock provided for herein to the Participant pursuant to
the Plan and the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual
covenants hereinafter set forth, the parties agree as
follows:
1. Grant of the Award . Subject to the
provisions of this Award Agreement and the Plan, the Company hereby
grants to the Participant, an aggregate of ________________
restricted shares of Common Stock (the " Restricted
Stock "), subject to adjustment as set forth in the
Plan.
2. Incorporation of Plan . The Participant
acknowledges receipt of the Plan, a copy of which is attached
hereto and represents that he is familiar with its terms and
provisions. This Award Agreement and the Restricted Stock shall be
subject to the Plan, the terms of which are incorporated herein by
reference, and in the event of any conflict or inconsistency
between the Plan and this Award Agreement, the Plan shall govern.
Defined terms used herein without definition shall have the
meanings ascribed thereto in the Plan.
3. Vesting Schedule . Unless previously
vested or canceled in accordance with the provisions of the Plan or
this Award Agreement, fifty percent (50%) of the shares of
Restricted Stock shall vest and shall no longer be subject to
cancellation pursuant to Section 4 or the transfer restrictions set
forth in Section 7 on each of the first and second anniversaries of
the Date of Grant.
4. Termination of Employment . In the
event of the Participant’s termination of employment with the
Company prior to the vesting of all shares of Restricted Stock
hereunder for any reason other than death or Disability, all
unvested shares of Restricted Stock shall be cancelled immediately
without consideration as of the date of such
termination.
5. Death or Disability . If, prior to the
vesting of all shares of Restricted Stock hereunder, the
Participant’s employment with the Company terminates due to
death or Disability, all of the unvested shares of Restricted Stock
shall vest immediately and shall no longer be subject to
cancellation pursuant to Section 4 or the transfer restrictions set
forth in Section 7.
6. Change in Control . Upon a Change in
Control prior to the vesting of all shares of Restricted Stock
hereunder, all of the unvested shares of Restricted Stock shall
vest immediately and shall no longer be subject to cancellation
pursuant to Section 4 or the transfer restrictions set forth in
Section 7.
7. Nontransferability of Restricted Stock
. Unless otherwise determined by the Committee, the Restricted
Stock may not be transferred, pledged, alienated, assigned or
otherwise attorned other than by last will and testament or by the
laws of descent and distribution or pursuant to a domestic
relations order, as the case may be; provided ,
however , that the Committee may, subject to such terms
and conditions as it shall specify, permit the transfer of the
Restricted Stock, including, without limitation, for no
consideration to a charitable institution or a Permitted
Transferee. Any shares of Restricted Stock transferred to a
charitable institution may not be further transferable without the
Committee’s approval and any shares of Restricted Stock
transferred to a Permitted Transferee shall be further transferable
only by last will and testament or the laws of descent and
distribution or, for no consideration, to another Permitted
Transferee of the Participant.
8. Rights as a Stockholder . The
Participant shall have, with respect to the Restricted Stock, all
the rights of a stockholder of the Company, including, if
applicable, the right to vote the Restricted Stock and to receive
any dividends or other distributions, subject to the restrictions
set forth in the Plan and this Award Agreement.
9. Dividends and Distributions . Any cash,
Common Stock or other securities of the Company or other
consideration received by the Participant as a result of a
distribution to holders of Restricted Stock or as a dividend on the
Restricted Stock shall be subject to the same restrictions as the
Restricted Stock, and all references to Restricted Stock hereunder
shall be deemed to include such cash, Common Stock or other
securities or consideration.
10. Legend on Certificates . The Committee
may cause a legend or legends to be put on certificates
representing the Common Stock underlying the Restricted Stock to
make appropriate reference to such restrictions as the Committee
may deem advisable under the Plan or as may be required by the
rules, regulations, and other requirements of the Securities and
Exchange Commission, any exchange that lists the Common Stock, and
any applicable federal or state laws.
11. Conditions to Delivery of Common Stock
Certificates . The Company shall not be required to deliver any
certificate or certificates for shares of Common Stock pursuant to
this Agreement prior to fulfillment of all of the following
conditions:
(a) The
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