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Exhibit 10.7
[FORM OF RESTRICTED STOCK AWARD
AGREEMENT FOR MICHAEL B. BAUGHAN]
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 Michael
B. Baughan (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, twenty-five percent (25%) 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, second, third and fourth
anniversaries of the Date of Grant.
4. Resignation; Termination by the Company for
Cause . In the event the Participant resigns his employment
with the Company or the Participant’s employment is
terminated by the Company for Cause (as defined in the employment
agreement between the Company and the Participant dated April 27,
2007 (the " Employment Agreement ")) all unvested
shares of Restricted Stock shall be cancelled immediately without
consideration as of the date of such termination.
5. Death; Incapacity or Termination by the
Company . If, prior to the vesting of all shares of Restricted
Stock hereunder, the Participant’s employment with the
Company (i) terminates due to the participant’s death or
Incapacity (as defined in the Employment Agreement) or (ii) is
terminated by the Company without Cause, 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 of this Award
Agreement.
6. Change in Control . Upon a Change in
Control, all of the shares of Restricted Stock (that have not yet
vested pursuant to Sections 3 or 5 hereof) shall vest immediately
and shall no longer be subject to cancellation pursuant to Section
4 or the transfer restrictions set forth in Section 7 of this Award
Agreement.
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,
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