Exhibit 10.3
SECOND AMENDED AND
RESTATED
TRANSDIGM GROUP
INCORPORATED
2003 STOCK OPTION PLAN DIVIDEND
EQUIVALENT PLAN
Section 1. P
URPOSE .
The purpose of this Plan is to
provide certain participants in the Company’s Fourth Amended
and Restated 2003 Stock Option Plan, as amended, with the right to
receive dividend equivalent payments in the event that a dividend
is declared by the Company.
Section 2. D
EFINITIONS
.
(a) “ Affiliate ”
means any parent corporation or subsidiary corporation of the
Company, whether now or hereafter existing, as those terms are
defined in Sections 424(e) and (f), respectively, of the
Code.
(b) “ Board ”
means the Board of Directors of the Company.
(c) “ Code ”
means the Internal Revenue Code of 1986, as amended.
(d) “ Committee ”
means the Compensation Committee of the Board.
(e) “ Company ”
means TransDigm Group Incorporated, a Delaware
corporation.
(f) “ Option ”
means an option to purchase common stock of the Company under the
2003 Stock Option Plan.
(g) “ Participant
” means a person or entity to whom an Option is granted
pursuant to the 2003 Stock Option Plan or, if applicable, such
other person or entity who holds an outstanding Option.
(h) “ Plan ”
means the TransDigm Group Incorporated 2003 Stock Option Plan
Dividend Equivalent Plan, as the same may be amended from time to
time.
(i) “ 2003 Stock Option
Plan ” means the TransDigm Group Incorporated Fourth
Amended and Restated 2003 Stock Option Plan, as amended, as the
same may be amended from time to time.
Section 3. A
DMINISTRATION
.
(a) General . The Plan shall
be administered by the Committee.
(b) Powers of the Committee .
Subject to the provisions of the Plan, the Committee shall have
sole authority, in its absolute discretion: (i) to construe
and interpret the Plan, and to establish, amend and revoke rules
and regulations for its administration; (ii) to amend the Plan
as provided in Section 5(a); and (iii) to exercise such
powers and to perform such acts as the Committee deems necessary or
expedient to promote the best interests of the Company which are
not in conflict with the provisions of the Plan.
(c) Committee Determinations
. All determinations, interpretations and constructions made by the
Committee in good faith shall not be subject to review by any
person or entity and shall be final, binding and conclusive on all
persons and entities.
Section 4. P
AYMENT OF D IVIDEND E QUIVALENT .
(a) Dividend Equivalents . In
the event that the Company declares a dividend on common stock of
the Company, Participants shall be eligible to receive a cash
dividend equivalent payment or a reduction of the exercise price of
unvested Options as follows:
(i) Vested
Options . Participants who hold vested Options at the time any
such dividend is declared shall be eligible to re
