RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS
AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (hereinafter, the “Agreement”) made as of the
day of
,
, between Goodrich Corporation, a New York corporation (the
“Company”), and
(the “Employee”). For purposes of this Agreement, 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”),
unless otherwise noted.
WHEREAS, the Employee is employed by
the Company or its subsidiaries; and
WHEREAS, the Company wishes to grant
an award of restricted stock units under the Plan, subject to the
conditions and restrictions set forth in the Plan and this
Agreement.
NOW THEREFORE, in consideration of
the mutual covenants contained in this agreement, the Company and
the Employee agree as follows:
| 1. |
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Grant of Units . The Company hereby grants
to the Employee ___restricted stock units (the
“Units”). Each Unit held by the Employee shall entitle
the Employee to receive (i) one share of common stock, par value
$5.00 per share, of the Company (“Common Stock”) upon
the vesting of such Unit (as described below) and
(ii) periodic cash payments from the Company equal in value to
any dividend declared and paid on a share of Common Stock
(“dividend equivalents”). Prior to the vesting of a
Unit, the Employee shall have no ownership interest in the Common
Stock represented by such Unit and the Employee shall have no right
to vote or exercise proxies with respect to the Common Stock
represented by such Unit. No stock certificates will be issued as
of the date of this Agreement (the “Effective Date”)
and the Units shall be subject to forfeiture and other restrictions
as set forth below. If during the first year from the Effective
Date and prior to the vesting of any such Units, the Employee
notifies the Company of the Employee’s intent to terminate
employment with the Company (the “Notification Date”)
and the Employee shall be eligible for retirement as of such date
of termination, then the number of unvested Units shall be reduced,
as of the Notification Date, by multiplying such number 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 between the Grant Date and
the Notification Date and the denominator shall be 12. For the
purpose of this Section 1, the Employee shall be treated as
being eligible for retirement 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 |
2008
(Executive)
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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. |
| 2. |
|
Vesting . The Units will be deemed vested
upon the Employee’s continued employment with the Company or
one of the Company’s subsidiaries on the dates set forth in
the following schedule: |
Three
(3) years from the Effective Date — 50% of the
Units
Four
(4) years from the Effective Date — 75 % of the
Units
Five
(5) years from the Effective Date — 100% of the
Units
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Upon vesting, and in any event, on or before March 15 of
the year immediately following the year in which vesting occurred,
the Company shall either transfer physical possession of a stock
certificate or certificates for shares of Common Stock in an amount
equal to the number of Units then becoming vested to the Employee
or provide for book entry transfer of such shares to the Employee,
subject to Sections 6 and 7 below. |
| 3. |
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Vesting of Units Post-Employment . |
(a) In the
event of the Employee’s death, all unvested Units shall vest
immediately to the Employee’s beneficiary, as defined in
Section 5, upon the Employee’s death. In the event of
the Employee’s permanent and total disability, all unvested
Units shall vest immediately upon such permanent and total
disability.
(b) In the
event the Employee’s employment with the Company or a
subsidiary of the Company terminates and the Employee is eligible
for Normal Retirement, as defined in the Goodrich Corporation
Employees’ Pension Plan (or would be eligible for Normal
Retirement under such plan if the Employee was a participant in
such plan or as defined 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 the Employee’s termination of employment, all
unvested Units shall vest immediately upon such termination.
(c) In the
event the Employee’s employment with the Company or a
subsidiary of the Company terminates and the Employee is eligible
for Early Retirement, as defined in 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 defined 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 the Employee’s termination of employment, except as
provided below, all unvested Units shall vest six (6) months
from the date of the Employee’s date of termination. However,
if the Employee directly, indirectly, or otherwise, owns, manages,
operates, controls, serves as a consultant to,
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