exv10w3






Exhibit 10.3




AMENDMENT NUMBER 8

TO THE

GOODRICH CORPORATION SEVERANCE PROGRAM




     THIS AMENDMENT is made this 28th day of September, 2009, by Goodrich Corporation (hereinafter
referred to as the “Company”);



W I T N E S S E T H




     WHEREAS, the Company maintains the Goodrich Corporation Severance Program, as amended and
restated, effective February 21, 2006 (hereinafter referred to as the “Plan”);



     WHEREAS, pursuant to Section 10 of the Plan, the Chief Executive Officer of the Company has
the authority to amend the exhibits to the Plan;



     WHEREAS, for the purpose of determining years of continuous service under the Plan, the Chief
Executive Officer, in accordance with the Agreement and Plan of Merger by and among the Company, GR
NJ Acquisition Co., Inc., Sensors Unlimited, Inc., and Shareholders’ Representative dated September
6, 2005 (the “Sensors Purchase Agreement”), desires to give eligible employees credit for service
with Sensors Unlimited, Inc. if an eligible employee became an employee of the Company or one of
its subsidiaries through the acquisition of Sensors Unlimited, Inc.;



     WHEREAS, for the purpose of determining years of continuous service under the Plan, the Chief
Executive Officer, as a result of the Company’s purchase of 100% of the outstanding stock of Cloud
Cap Technology, Inc. on May 1, 2009, desires to give eligible employees credit for service with
Cloud Cap Technologies, Inc. if an eligible employee became an employee of the Company or one of
its subsidiaries through the acquisition of Cloud Cap Technology, Inc.; and



     WHEREAS, for the purpose of determining years of continuous service under the Plan, the Chief
Executive Officer, as a result of Cloud Cap Technology, Inc.’s purchase of the Assets of
L-Systems, Inc. dba Solutions Engineering, Inc. (as defined in the Asset Purchase Agreement between
Cloud Cap and L-Systems, Inc. dated as of May 1, 2009), desires to give eligible employees credit
for service with L-Systems, Inc. dba Solutions Engineering, Inc. if an eligible employee became an
employee of the Company or one of its subsidiaries through the acquisition of the Assets of
L-Systems, Inc. dba Solutions Engineering, Inc.



     NOW, THEREFORE, BE IT RESOLVED, the Chief Executive Officer hereby amends Exhibit C
to the Plan as set forth in the attached revision to Exhibit C effective for any Qualifying
Termination, as that term is defined in the Plan, that occurs on or after November 1, 2006, if an
eligible employee became an employee of the Company or one of its subsidiaries through the
acquisition of Sensors Unlimited, Inc.;



 









 





     FURTHER RESOLVED, the Chief Executive Officer hereby amends Exhibit C to the Plan as set forth
in the attached revision to Exhibit C effective for any Qualifying Termination, as that term is
defined in the Plan, that occurs after May 1, 2009, if an eligible employee became an employee of
the Company or one of its subsidiaries through the acquisition of Cloud Cap Technology, Inc.; and



     FURTHER RESOLVED, the Chief Executive Officer hereby amends Exhibit C to the Plan as set forth
in the attached revision to Exhibit C effective for any Qualifying Termination, as that term is
defined in the Plan, that occurs after May 1, 2009, if an eligible employee became an employee of
the Company or one of its subsidiaries through the acquisition of the Assets of L-Systems, Inc. dba
Solutions Engineering, Inc.



     IN WITNESS WHEREOF, the Company, by its Chief Executive Officer, has caused this Amendment to
be executed as of the day and year first above written.



	 	 	 	 	 
	 	GOODRICH CORPORATION

 	 
	 	By:  	/s/ Marshall O. Larsen
 	 
	 	 	Marshall O. Larsen, 	 
	 	 	Chief Executive Officer 	 



 









 






	 	 	 	 	 



Exhibit C

To Goodrich Corporation Severance Program




List of Acquired Companies




For purposes of calculating years of service under Section 5 of the Goodrich Corporation Severance
Program, service with the following companies prior to their acquisition by Goodrich or a
subsidiary of Goodrich shall be considered, but only if the affected employee became an employee of
Goodrich or a subsidiary of Goodrich through the acquisition:




	 	 	 
	 

	 	The Cleveland Pneumatic Company
	 

	 	Cloud Cap Technology, Inc.
	 

	 	Coltec Industries Inc. and any subsidiaries of Coltec
	 

	 	Goodrich Actuation Systems Limited
	 

	 	Goodrich Control Holdings Limited
	 

	 	Goodrich Control Systems Limited
	 

	 	Gulton Data Systems and any affiliated employer
	 

	 	Hughes Aircraft Company
	 

	 	ITEK
	 

	 	L-Systems, Inc. dba Solution Engineering, Inc.
	 

	 	Perkin-Elmer Corporation
	 

	 	Raytheon Corporation
	 

	 	Recon/Optical, Inc.
	 

	 	Rohr, Inc.
	 

	 	Sensors Unlimited, Inc.
	 

	 	Simmonds Precision Engine Systems, Inc.
	 

	 	Simmonds Precision Motion Controls, Inc.
	 

	 	Simmonds Precision Products, Inc.
	 

	 	TEAC Aerospace Holdings, Inc.
	 

	 	TEAC Aerospace Technologies, Inc.
	 

	 	TRW, Inc. and any affiliated employer
	 

	 	Universal Propulsion Company, Inc.






Revised September, 2009