a6092209ex10-2.htm


    
      Exhibit
10.2

       

      [FORM OF
AMENDMENT AGREEMENT TO RESTRICTED STOCK AWARD AGREEMENT –
NON-INSIDERS]

       

      BE
AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

       

      AMENDMENT
AGREEMENT TO RESTRICTED STOCK AWARD AGREEMENT

       

      Amendment
Agreement by and between BE Aerospace, Inc., a Delaware corporation (the “Company”)
and the individual identified below (the “Participant”).

       

      W
I T N E S S E T H:

       

      WHEREAS, pursuant to a
Restricted Stock Award Agreement dated November 17, 2008, (the “2008 Award
Agreement”) the Participant was granted restricted stock under the BE
Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”);

       

      WHEREAS, the Compensation
Committee of the Company has determined that it is in the Company’s best
interests to amend the 2008 Award Agreement and in the manner set forth
herein;

       

      WHEREAS, the Participant has
agreed to the amendment set forth below;

       

      NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration the parties hereto hereby agree as
follows:

       

      1.  Section
3 of the 2008 Award Agreement is hereby amended in its entirety to read as
follows:

       

      “Vesting
Schedule.  Subject to the terms and conditions hereof, the
Participant shall vest in the Restricted Stock as follows, unless previously
vested or canceled in accordance with the provisions of the Plan or this Award
Agreement:

       

      (a) Time-Based Restricted
Stock.  On each of November 17, 2009, 2010 and 2011,
thirty-three and one-third percent (33 1/3%) of the Time-Based Restricted Stock
shall vest and no longer be subject to cancellation pursuant to Section 4 or the
transfer restrictions set forth in Section 7.

       

      (b) Performance-Based Restricted
Stock.  For each twelve (12)-month period ending December 31,
2009, 2010 and 2011, the Board of Directors will approve an annual return on
equity goal (each, an “Annual
Performance Target”).  Subject to the Company achieving such
Annual Performance Targets, on an average basis over the three (3)-year period
ending December 31, 2011 (the “Performance
Period” and such average attainment the “Total Performance
Target”), the Performance-Based Restricted Stock shall vest pursuant to
the following terms and no longer be subject to cancellation pursuant to Section
4 or the transfer restrictions set forth in Section 7:

       

      


      
        
          
          

        

        
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      (i)           If
the Company achieves or exceeds ninety percent (90%) of the Total Performance
Target, one hundred percent (100%) of the Performance-Based Restricted Stock
shall vest on November 17, 2012 (the “Performance
Vesting Date”).

       

      (ii)           If
the Company achieves over eighty-five percent (85%) but less than ninety percent
(90%) of the Total Performance Target, between fifty percent (50%) and one
hundred percent (100%) of the Performance-Based Restricted Stock (as determined
on the basis of linear interpolation) shall vest on the Performance Vesting
Date.

       

      (iii)           If
the Company achieves eighty-five percent (85%) of the Total Performance Target,
fifty percent (50%) of the Performance-Based Restricted Stock shall vest on the
Performance Vesting Date.

       

      (iv)           If
the Company achieves over eighty percent (80%) but less than eighty-five percent
(85%) of the Total Performance Target, between twenty-five percent (25%) and
fifty percent (50%) of the Performance-Based Restricted Stock (as determined on
the basis of linear interpolation) shall vest on the Performance Vesting
Date.

       

      (v)           If
the Company achieves less than eighty percent (80%) of the Total Performance
Target, the Participant forfeits the amount of Performance-Based Restricted
Stock that would have vested on the Performance Vesting Date.

       

      The
applicable Annual Performance Targets shall be established by the Committee in
writing no later than 90 days after the commencement of each applicable year
during the Performance Period for purposes of Section 162(m) the Internal
Revenue Code of 1986, as amended and the regulations and guidance promulgated
thereunder (the “Code”).”

       

      2.  Capitalized
terms used herein without definition have the meanings assigned thereto in the
2008 Award Agreement.

       

      3.  Except
as modified herein, the 2008 Award Agreement shall remain in full force and
effect.

       

      IN WITNESS WHEREOF, the
undersigned have executed this Amendment Agreement effective as of the date set
forth below.

    

     

     

    
       

      
        
          	 	BE
      AEROSPACE, INC.	 	 
	 	 	 	 	 
	
                   

                	
                  

                    By:

                  

                	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	

                  By:

                	 	 	 
	Date:	 	

                   

                	Participant	 	 


        

      

       

       

       

       

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