a5538860ex10_3.htm


    Exhibit
      10.3

     

    Final

     

    
      BE
        Aerospace, Inc.

      Non-Employee
        Directors Stock

      and

      Deferred
        Compensation Plan

      


      2008
        Deferral Election Form

      


      
        	I.	
                Purpose

              


      

       

      The
        purpose of this election form is to allow you to make a deferral election
        with
        respect to certain amounts that would otherwise be payable to you in cash
        or in
        shares of common stock of BE Aerospace, Inc. (“Stock”) for your
        services as a non-employee director of BE Aerospace, Inc. (the
“Company”) in 2008 under the BE Aerospace, Inc. Non-Employee Directors
        Stock and Deferred Compensation Plan (the “Plan”).

      


      
        	
                II.

              	
                Deferral
                  Election

              


      

       

      A.           Election
        with Respect to Cash Component.  I hereby elect to defer ___%
        [enter 0, 25, 50, 75 or 100] or $____ of the retainer that would otherwise
        be
        paid to me in cash for 2008.  I further elect that such deferred
        amounts shall be allocated to a:

       

      
        
          	 	
                  [   
                    ]

                	 	
                  Stock
                    Unit Account

                
	 	 	 	 
	 	
                  [__]

                	 	
                  Cash
                    Account

                
	 	
                  100%

                	 	 


        

      

       

      Allocations
        to the Stock Unit Account and the Cash Accounts must be made in 25% increments
        (0, 25%, 50%, 75% or 100%).

      


      B.           Election
        with Respect to the Stock Component.  I hereby elect to defer
        ____% [enter 0, 25, 50, 75 or 100] or ___ shares of Stock of the retainer
        that
        would otherwise be paid to me in Stock for 2008.  Such shares shall be
        invested in the Stock Unit Account.

      


      I
        understand that my Cash Account will be credited with earnings at a rate
        to be
        determined by the Board of Directors of the Company (or a committee thereof)
        and
        that my Stock Unit Account will be credited with additional Stock Units in
        an
        amount equal to the Dividend Equivalents representing dividends paid on Stock
        quarterly.

       

      
        	
                III.

              	
                Acknowledgements

              


      

       

      1.           I
        hereby acknowledge that a copy of the Plan document has been made available
        to
        me, and that I have been provided with an opportunity to review the Plan
        document.  I understand that I have no greater rights than a general
        unsecured creditor of the Company with respect to my right to payment under
        the
        Plan. 

      


      2.           I
        understand that if I do not return this form to B.E. Aerospace, Inc. (the
        “Company”) by  December 21, 2007, the cash component and stock
        component of my 2008 retainer will be paid to me in 2008. I understand that
        this
        election is irrevocable as of the date it is submitted to the
        Company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.           
        I understand that distributions of my Cash Account will be paid in cash and
        distributions of my Stock Unit Account will be made in shares of Stock (with
        cash representing fractional shares).  In either case, distribution
        will be made in a single sum on the first day of the month following my
        Separation from Service (as defined in the Plan) unless distributions is
        accelerated as a result of a Change in Control of the Company as defined
        in the
        Plan.

      


      4.           I
        further understand that if any provision of the Plan contravenes any regulations
        or guidance promulgated under Section 409A of the Internal Revenue Code (the
        “Code”) or could cause any payment or amount deferred to be subject to taxes,
        interest or penalties under Section 409A of the Code, the Company may, in
        its
        sole discretion and without my consent, modify the Plan to: (i) comply with,
        or
        avoid being subject to, Section 409A of the Code, (ii) avoid the imposition
        of
        taxes, interest and penalties under Section 409A of the Code, and/or (iii)
        maintain, to the maximum extent practicable, the original intent of the
        applicable provision without violating the provisions of Section 409A of
        the
        Code.  I further understand that the Company is not obligated to
        modify the Plan and that there is no guarantee that any deferred amounts
        will be
        exempt from interest and penalties under Section 409A of the Code.

       

      
        	 	 	 
	
                Name
                  (Please Print)

              	 	
                Signature

                 

              
	 	 	 
	 	 	
                Date

              


      

      
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