Exhibit








EXHIBIT 10.1










SEPARATION AGREEMENT AND GENERAL RELEASE




THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") is made and entered into as of this 24th day of February, 2016, by and between Spirit Aerosystems, Inc.  (the  "Company"),  Spirit  Aerosystems  Holdings,  Inc.,  the  parent  of  the  Company  (the "Parent"), and Philip D. Anderson (the "Executive").




FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1.         Termination  of Employment.   The Executive, the Company and the Parent agree that, effective at the close of business on May 31, 2016 (the "Separation Date"), the Executive's employment with the Company and the Parent shall terminate. Effective as of the Separation Date, the Executive shall resign from all positions he holds as an officer of the Company, the Parent or any of their respective subsidiaries. The  Executive  further  agrees  that  he  will  not thereafter seek  reinstatement, recall or re-employment  with the Company, the Parent or any of their respective  subsidiaries or affiliates.    From the date hereof until the Separation Date, the Executive  shall  serve as Senior  Vice President - Special  Projects  of the  Company and  shall perform such duties and services in and about the business of the Company as may from time to time be assigned  to the Executive  by the Company's SVP - Boeing, Defense and Regional  Jet Programs. The Company will continue to pay to executive his current salary and provide his current benefits through the Separation Date. The foregoing notwithstanding, the Executive acknowledges  and agrees that if the Company terminates his employment at any time prior to the Separation   Date  for  Cause  (as  defined  in  that  certain  employment  agreement  dated  as  of February 12, 2010, by and between the Company and the Executive (the "Employment Agreement")), then upon such termination, this Agreement and the Company's and Parent's obligations  hereunder shall become void and of no further force and effect. Except as modified hereby, the Employment Agreement shall remain in full force and effect through the Separation Date.


2.     Payments.


(a)     Payments.  As severance, the Company shall pay the Executive the sum of $400,000,  payable in a single lump sum on or before June 30, 2016, subject to this Agreement becoming effective   as  described   in  Paragraph  10(c). The   Company   and  the  Executive acknowledge  and  agree that  the payment  made  hereunder  is "wages"  for  purposes  of  FICA, FUTA  and income tax  withholding and such taxes shall be withheld  from  the payment  made hereunder.  Five thousand dollars ($5,000.00)  of the payment hereunder shall be in consideration of  the  release  of  any  claim  under the  Age  Discrimination  in Employment  Act  of  1967, as amended ("ADEA''), and as described in Paragraph 3 hereof, and the Executive agrees that such consideration  is in addition to anything of value to which he is already entitled.   The remainder of the payment shall be in consideration of the release of all claims described below in Paragraph 3, the Covenant  Not to Sue described  in Paragraph 4, the protective  agreements  described  in Paragraphs 6 and 7 and the obligation to cooperate described in Paragraph 14.
















(b)        STIP.     For  purposes   of  calculating  his  incentive compensation  award under  the Short-Term Incentive Program  ("STIP") under  the Spirit  AeroSystems Holdings, Inc. Omnibus Incentive Plan ("OIP") for 2015 performance, the Executive shall receive  an individual performance  score   of   1.0.     In  addition,  the   Executive  shall   be  entitled  to   an   incentive compensation award   under  the  STIP  for  2016  equal  to  80%  of  base  salary,  pro-rated for  the portion  of 2016  that  Employee was  employed by the  Company, based  on  the  number of days employed.   Such  award  shall  be paid  at the  time  and  in the  manner  awards are  paid  to  other executives of the Company under the STIP  for 2016.


(c)        Other  Benefits and Continuing Rights.   In addition  to the above payments, the  Company  shall   (1)  pay  to  an  outplacement agency   selected   by  the  Company, fees  for outplacement services provided to the Executive for  up to one  year, with  payments to be made pursuant to  terms  to  be  agreed  between  the  Company and  the  outplacement agency  and  (2) reimburse the Executive for  the amount  of premiums paid  by the Executive for  the Executive's family   continuation  coverage  under   the   Company's  medical    and   dental    insurance plans ("COBRA coverage") through November 30, 2017  or  until the Executive becomes eligible for coverage under another group  health  plan that does  not impose preexisting condition limitations on  the  Executive's  coverage  ("New   Health  Coverage"),  whichever occurs   first; provided, however, that  nothing herein  shall  be construed  to extend  the  period  of time  over  which  such COBRA coverage may  be provided to  the  Executive beyond  that  mandated by  law, and  the Executive shall  promptly notify the Company if and  when  he becomes eligible  for  New  Health Coverage.  The  Executive agrees  that,  except  for (1) his accrued  base salary  at his current base salary   rate  earned   through  the  Separation  Date,  (2)  unused   earned   time   off  to  which   the Executive is entitled as of the Separation Date, (3) payments  due under  this Agreement, and  (4) awards made  (if any)  and  benefits  accrued  (if any)  on or  before  the Separation Date  under  the terms  of one  or  more  Company benefit  plans, including,  but not  limited  to,  the OIP  (including the STIP  and  Long-Term Incentive  Program  ("LTIP") under  the OIP), the Spirit  AeroSystems Holdings, Inc. Deferred  Compensation Plan ("DCP"), and the Spirit  AeroSystems Holdings, Inc. Retirement and  Savings Plan  ("RSP"), he has  been  paid  all  other  compensation due  to  him, including but not  limited  to all salary,  bonuses,  deferred  compensation, incentives and all other compensation of  any  nature  whatsoever.  For  purposes of  vesting  of stock  awards previously made  under the OIP, STIP, and LTIP, if any, service  will be credited  only through the Separation Date.   Except as set  forth  above, no other  sums  (contingent or  otherwise) shall  be paid  to the Executive in respect  of  his employment by the Company, and  any  such  sums  (whether or  not owed) are  hereby  expressly waived  by the Executive.  The foregoing notwithstanding, following the Separation Date,  the Executive shall be entitled  to (i) receive his account balance  and accrued benefit, as applicable, under  the  Parent's  Retirement and  Savings  Plan  in accordance with  the terms  of  such  plan  and  (ii)  to the  maximum  extent  permitted by  law, to  indemnification as an officer   of  the  Company and  the  Parent  in  accordance with  the  Company's and  the  Parent's certificate of incorporation and  bylaws and the terms of any indemnification agreement with  the Parent   and/or   the  Company to  which  the  Executive is  a  party  as  of  the  date  hereof,  and  to continued  coverage  under   the  Company's  and  its  Parent's  Directors and  Officers  liability insurance policies as in effect from time to time.


The  Executive acknowledges that  he  has  read,  understands,  and  will  comply with  the
Company's Insider  Trading Policy,  including  its  pre-clearance process and  the  prohibition on


























trading while in possession  of any material non-public information of any kind, whether or not the decision to trade is based on material non-public information in his possession.


(d)       Reimbursement of Expenses.  The Company shall reimburse the Executive for any and all business expenses for which he is entitled to reimbursement under the Company's expense reimbursement policies and procedures in effect on the Separation Date. All expenses for  reimbursement   shall  be submitted  prior  to  the  Separation  Date,  and  the  Company  shall process  such expenses  promptly. Any expenses submitted after the Separation Date will not be paid.


(e)        Continuing Entitlement.   The Executive acknowledges  that his continuing entitlement   to  payments   under  this  Paragraph 2  shall  be  conditioned   upon  his  continuing compliance with Paragraphs 4, 5, 6, 7, I O(a)  and 14 of this Agreement and any material  violation of Paragraphs  4, 5, 6, 7, 10(a) or 14 by the Executive shall terminate the Company's obligation to continue to make payments in accordance with this Paragraph 2.


(f)        Reaffirmation.    As  a  condition  to  his  entitlement  to  receive  payments under this Paragraph 2, the Executive shall reaffirm this Agreement through the Separation  Date by delivering  to the Company an executed reaffirmed signature page on May 31, 2016.


3.         General  Release.   As a material  inducement  to the Company  and the  Parent  to enter into this Agreement  and in consideration  of the payments to be made by the Company  to the Executive  in accordance with Paragraph 2 above, the Executive, on behalf of himself, his representatives, agents, estate, heirs, successors  and assigns, and with full understanding  of the contents and legal effect of this Agreement and having the right and opportunity  to consult with his counsel,  releases and discharges the Company, the Parent, and their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys,  parent  companies,  divisions,  subsidiaries,  affiliates  and  all  employee  benefit  plans sponsored  or contributed  to by the Company  or the Parent (including  any fiduciaries  thereof), and all related entities of any  kind or nature, and its and their predecessors, successors,  heirs, executors,  administrators, and assigns  (collectively,  the "Released  Parties") from  any  and all claims,  actions, causes of action, grievances, suits, charges, or complaints  of any kind or nature whatsoever,  that he ever had or now has, and upon reaffirmation, has through the reaffirmation date, whether fixed or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, and whether arising  in tort, contract,  statute, or equity, before any federal,  state, local, or private  court, agency,  arbitrator,  mediator,  or other entity,  regardless  of  the relief  or remedy arising out of or related to the Executive's hire, benefits, employment  or separation from employment   with the  Company,  the Parent  or any  of  their  respective  subsidiaries;  provided, however, and subject to Paragraph 4 below, this Agreement is not intended to and does not limit the Executive's right to file a charge or participate in an investigative proceeding of the EEOC or another  governmental  agency.    Without  limiting the generality  of the foregoing,  it  being the intention  of  the parties  to make this release  as broad and as general  as the  law permits,  this release specifically  includes, but is not limited to, and is intended to explicitly release, any claims under  the  Employment  Agreement;  any  and  all subject  matter  and  claims  arising  from  any alleged  violation  by the Released Parties under the ADEA; the Fair Labor Standards  Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended  by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; the




















Employee  Retirement  Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative  basis, or otherwise  on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment  Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans  with Disabilities Act; the Family and Medical Leave Act; the Genetic Information  Nondiscrimination Act of2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment  or other contract or implied contract claim, or common  law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion  of privacy,  or any other  claim, arising out of or involving  his employment  with  the Company, the Parent or any of their respective subsidiaries, the termination of such employment, or  involving   any  other  matter,  including  but  not  limited  to  the  continuing   effects  of  his employment  with the Company, the Parent or any of their respective subsidiaries  or termination of such employment.   The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release and discharge.   The Executive  hereby expressly  waives, surrenders  and agrees  to forgo any protection  to which he would otherwise be entitled by virtue of the existence  of any such statute  in any jurisdiction  including, but not limited to, the State of Kansas.  The foregoing notwithstanding, the Company and the Parent hereby acknowledge  and agree that the foregoing release  shall  not  apply  with  respect  to the  Executive's  right (i) to  enforce  the  terms  of  this Agreement  or (ii) to the maximum  extent permitted  by law, to indemnification  as an officer of the Company  and the Parent in accordance  with the Company's and the Parent's certificate  of incorporation  and bylaws and the terms of any indemnification agreement with the Parent and/or the Company  to which the Executive is a party as of the date hereof, and to continued  coverage under  the Company's and  its Parent's  Directors and Officers  liability  insurance  policies  as in effect from time to time.


The Executive  agrees, represents and warrants that the Executive  is the sole owner of the claims  that are released  in this Agreement  and that the Executive  has the full  right and power   to  grant,  execute  and  deliver  the  releases  and  promises   in  this  Agreement.   The consideration  offered  in this Agreement (including, without limitation, the payments described in  Paragraph   2(a))   is  accepted   by  the  Executive   as  being   in  full  accord,   satisfaction, compromise   and  settlement  of  any  and  all  claims  or  potential  claims,  and  the  Executive expressly  agrees that the Executive is not entitled to and shall not receive any further recovery of any kind from the Company  or the Parent, and that in the event of any further  proceedings whatsoever  based upon any matter released herein, the Company  or the Parent  shall have no further monetary or other obligation of any kind to the Executive, including any obligation  for any costs, expenses and attorneys' fees incurred by the Executive or on the Executive's behalf.


4.     Covenant   Not   to   Sue.     The   Executive,   for   himself,   his   heirs,   executors, administrators, successors  and  assigns agrees not to bring, file, claim,  sue or cause, assist, or permit to be brought, filed, or claimed any action, cause of action, or proceeding  regarding  or in . any way related to any of the claims described in Paragraph 3 above, and further agrees that this Agreement  will constitute and may be pleaded as, a bar to any such claim, action, cause of action or proceeding. If the Executive  files a charge or participates  in an investigative  proceeding  of the  EEOC or another  governmental  agency,  or is otherwise  made a party  to any proceedings




















described in Paragraph 3 above, the Executive will not seek and will not accept any personal equitable or monetary relief in connection with such charge or investigative or other proceeding.


5.         Indemnification.  The Executive will fully indemnify the Released Parties against and will hold the Released Parties harmless from any and all claims, costs, damages, demands, expenses (including reasonable attorneys' fees), judgments, losses or other liabilities of any kind or nature whatsoever arising from the conduct of the Executive hereunder, including any material breach or willful failure to comply with any or all of the provisions of this Agreement.


6.         No Disparaging, Untrue Or Misleading Statements.  The Executive represents that he has not made, and agrees that he will not make, to any third party any disparaging, untrue, or misleading written or oral statements about or relating to the Released Parties or their products or services (or about or relating to any officer, director, agent, employee, or other person acting on the Released Parties'  behalf).   The Company and the Parent agree to use reasonable efforts to ensure that the Parent's "named executive officers", as such term is defined under Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission, and their Board members do not make to any third party any disparaging, untrue, or misleading written or oral statements about or relating to the Executive. The foregoing provisions shall not be effective with respect to any information required to be disclosed by the Executive or the Company's or the Parent's named executive officers or Board members by the order of a court or administrative agency, subpoena, or other legal or administrative demand.


7.       Confidential Information. Intellectual Property, Non-Competition and Non- Solicitation.  In addition to any agreement related to intellectual property rights, trade secrets, confidential information and/or work products previously executed by the Executive, the Executive agrees that all Intellectual Property  (as  defined  below) that the Executive, individually or jointly with others (in whole or in part), invented, discovered, originated, conceived,  designed, drew, developed,  wrote, prepared, or participated in through the Separation Date, whether during working hours or otherwise, that arose out of, relates or related to, is or was suggested by, or results or resulted from the Company's trade secrets, confidential or proprietary information, his duties for the Company, the Company's business, or Company's anticipated  business development ("Employer  Rights") is the sole property of the Company and a "work made for hire" and/or "invention for hire." To the extent all Employer Rights do not automatically vest in the Company by operation of law or otherwise, the Executive hereby assigns and grants to the Company all of the right, title, and interest of every kind and nature in any such Employer Rights, free and clear of liens, claims, or encumbrances, without additional compensation for doing so. The Executive agrees to assist the Company at its expense for out­ of-pocket expenses reasonably incurred in perfecting the Company's rights in the Employer Rights, and hereby irrevocably appoints the Company his attorney-in-fact to execute and file any documents  necessary or convenient for that purpose. The Executive hereby waives any moral rights to any Employer Rights. For the purposes of this Agreement, the term "Intellectual Property" means on a worldwide basis, any and all now known or hereafter known tangible and intangible intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of  law, contract,  license,  or otherwise,  including without limitation, trademarks, copyrights, inventions, and patents, and all applications and registrations thereof. Nothing in this paragraph requires the assignment of any rights in any inventions (as that term is used in applicable law) for which no equipment, supplies, facilities,






















or trade secret  information  of the Company was used and which was developed entirely  on the Executive's own time, unless (i) the invention relates to the business of the Company  or to the Company's  actual  or demonstrably  anticipated  research  or development,  or (ii) the  invention results from any work performed  by the Executive for the Company. By signing the Executive's name below, he acknowledges being been given written notice of this exception.


The Executive  further agree that he will not at any time divulge to any other entity or person any confidential  information acquired by him concerning the financial or legal affairs of the Company, the Parent,  their affiliates  and subsidiaries,  their officers, directors,  employees and/or shareholders or the Company's business processes or methods or research, and safety processes, procedures, or initiatives, development or marketing programs or plans, any other of its  trade  secrets,  any  information  concerning  this  Agreement  or  the  terms  thereof  or  any information  regarding  discussions  related  to  any of  the foregoing  or  make,  write,  publish, produce or in any way participate in placing into the public domain any statement,  opinion  or information with respect to any of the foregoing or which reflects adversely upon or would reasonably impair the reputation or best interests of the Company, the Parent or any of their directors,   officers,  employees   or  agents.  Confidential   information  does   not  include   any information  that  has  been  otherwise  publicly  disclosed  or  made  publicly  available  by  the Company or the Parent or is otherwise generally known to the public other than as the result of a breach by the Executive of this Agreement.  This Paragraph 7 does not prohibit the disclosure of (i)  information  which  is required  to be disclosed  by court  order, subpoena  or  other  judicial process, subject to provisions of this Agreement (ii) information regarding the Executive's responsibilities   during   his  employment   with  the  Company   to   prospective   employers    in connection  with an application for employment, (iii) information regarding the financial terms of this Agreement  to the Executive's  spouse or tax advisor for purposes of obtaining  tax advice provided that such persons are made aware of and agree to comply with the confidentiality obligation, or (iv) information which is necessary to be disclosed to the Executive's attorney to determine   whether  he  should  enter  into  this  Agreement  or  to  determine  the  Executive's compliance with his obligations to the Company.


In the event that the Executive seeks to make disclosure under any agency or law enforcement  investigation, court order, subpoena, or other judicial process, the Executive  will cooperate  with the Company  and provide the Company  with prompt  written  notice  of such request, take all steps requested  by the Company to defend against the compulsory  disclosure of confidential  information,  and permit the Company to participate  with counsel of its choice in any proceeding relating to the compulsory disclosure.


The foregoing prohibitions shall include, without limitation, directly or indirectly publishing   (or  causing,  participating  in,  assisting  or  providing  any  statement,  opinion  or information  in connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not) concerning any of the foregoing, publication  being deemed  to include any presentation  or reproduction  of any written,   verbal  or   visual  material   in  any  communication   medium,  including   any  book, magazine, newspaper,  theatrical production  or movie, or television  or radio  programming  or commercial  or any posting on the Internet. In addition to any and all other remedies available to the Company  for any  violation of this paragraph, the Executive  agrees to immediately  remit






















and disgorge to the Company any and all payments paid or payable to him in connection with or as a result of engaging in any of the above acts.


In addition to the foregoing, the Executive further acknowledges and agrees that he shall continue to be bound by the terms and conditions of Section 4 of the Employment Agreement, the terms of which are incorporated herein by reference.


8.         Severability.   If any provision of this Agreement shall  be found  by a court  of competent  jurisdiction  to be invalid or unenforceable, in whole or in part, then such provision shall  be construed  and/or  modified or restricted to the extent and in the manner  necessary  to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum  extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. The  parties further  agree to seek a lawful substitute for any provision  found  to be  unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Agreement modify  this  Agreement  so  that,  once  modified,  this  Agreement  will  be enforceable  to  the maximum extent permitted by the law in existence at the time of the requested enforcement.


9.          Waiver.  A waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver or estoppel of any subsequent breach by such breaching party.   No waiver shall be valid unless in writing and signed  by an authorized officer of the Company or the Executive, as applicable.


10.     Miscellaneous Provisions.


(a)       Non-Disclosure.  Other than as mandated by law or to the extent publicly disclosed or made publicly available by the Company or the Parent, the Executive agrees that he will keep the terms and amounts set forth in this Agreement completely confidential and will not disclose any information concerning this Agreement's  terms and amounts to any person except as permitted pursuant to Paragraph 7.  Should the Executive disclose information about this Agreement  to  his  immediate family,  his attorney and/or  tax and  financial  advisors,  he shall advise such  persons that they must maintain the strict confidentiality of such  information  and must not disclose it unless otherwise required by law.


(b)       Representation.     The  Executive  represents  and  certifies   that  he  has carefully read and fully understands all of the provisions and effects of this Agreement, has knowingly and voluntarily entered into this Agreement freely and without coercion, and acknowledges  that on January 30, 2016, the Company advised him to consult with an attorney prior to executing this Agreement and further advised him that he had more than twenty-one (21) days within which to review and consider this Agreement and that, if he signs this Agreement in less time, he has done so voluntarily in order to obtain sooner the benefits under this Agreement. The Executive is voluntarily entering into this Agreement and neither the Company nor its employees,  officers,  directors,  representatives,   attorneys  or  other  agents  made  any representations concerning the terms or effects of this Agreement other than those contained  in this Agreement itself and the Executive is not relying on any statement or representation  by the
























Company or any other Released Parties in executing this Agreement. The Executive is relying on his own judgment and that of his attorney to the extent so retained. The Executive also specifically   affirms that this Agreement clearly expresses his intent to waive  fraudulent inducement  claims,  and  that  he  disclaims  any  reliance  on  representations  about  any  of  the specific matters in dispute.


(c)       Revocation.  The Executive acknowledges that he has seven (7) days from the date he signs this Agreement in which to revoke his acceptance of the ADEA portion of this Agreement,  and such portion  of this Agreement will not be effective or enforceable  until such seven (7) day period has expired.  To be effective, any such revocation must be in writing and delivered to the Company's principal place of business on or before the seventh day after signing and  must  expressly   state  the  Executive's   intention  to  revoke  the  ADEA  portion  of  this Agreement.   If the Executive revokes his acceptance of the ADEA portion of this Agreement, the remainder of this Agreement shall remain in full force and effect as to all of its terms except for the  release  of  claims under the  ADEA  (and  the  consideration  attributable  thereto),  and  the Company  will have three (3) business days to rescind the entire Agreement by so notifying  the Executive.


(d)        Return of Property.  The Executive shall return to the Company all of the Company's and the Parent's and their respective subsidiaries'  property that is in the Executive's possession, custody or control by the Separation Date, including, without limitation, (a) all keys, access  cards, credit cards,  computer  hardware, computer software, data, materials,  documents, records, policies,  client  and customer  information, marketing information, design  information, specifications and plans, data base information and lists, and any other property or information of the  Company,   the  Parent  and  their  subsidiaries  (whether  those  materials  are  in  paper  or computer-stored  form), and (b) all documents  and other property containing,  summarizing,  or describing  any  confidential  information,  including  all  originals  and  copies. The Executive affirms that he will not retain any such property or information in any form, and will not give copies of such property or information or disclose their contents to any other person.


11.      Complete Agreement.   This Agreement sets forth the entire agreement  between the parties, and fully supersedes any and all prior agreements or understandings, whether oral or written, between the parties pertaining to actual or potential claims arising from the Executive's employment  with the Company and the Parent or the termination of the Executive's employment with the  Company and the  Parent, including, but not  limited to, the Employment  Agreement; provided,  however,  that all obligations arising under Section 4 of the Employment Agreement, which are incorporated  herein by reference, shall not be superseded, shall be unaffected  hereby and shall remain in full force and effect.  The Executive expressly warrants and represents that no promise or agreement  which is not herein expressed has been made to him in executing this Agreement.


12.       No Pending or Future Lawsuits. The Executive represents that he has no lawsuits, claims or actions pending in his name, or on behalf of any other person or entity, against the Company or any of the Released Parties.  The Executive also represents that he does not intend to bring  any claims  on  his own  behalf or on  behalf of any other  person  or entity against  the Company or any of the Released Parties.


























13.    No Admission of Liability. This Agreement constitutes a compromise and settlement of any and all actual or known disputed claims by  the  Executive.  No action  taken  by the Company  hereto,  either  previously  or  in connection  with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or known claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to the Executive or any third party.


14.       Future Cooperation.   Upon request, the Executive agrees to provide, at reasonable times and places, his full assistance and cooperation in any matter or matters (including  but not limited to any negotiations with customers or suppliers, law enforcement investigations or proceedings, mediations, arbitrations, lawsuits, or otherwise, including but not limited to matters relating to ongoing arbitration or other litigated matters with customers or suppliers)  relating to his  expertise  or  experience  as  the  Company  may  reasonably  request,  including  consulting, training, the preparation for, and/or attendance at any hearing or proceeding  in the Company's defense or prosecution of any existing or future actions, arbitrations, claims or litigations of which the Company identifies the Executive as potentially having knowledge, where deemed appropriate by  the  Company.  The  Company  will  reimburse the  Executive  for  the  reasonable  costs  and expenses  in connection  therewith,  provided  however  that such  payments are  not intended  to influence in any way the testimony the Executive gives under oath, and the Company expects the Executive to testify truthfully. The Company's agreement to reimburse the Executive through this Agreement  is  not  based,  conditioned  or contingent  in any  way on  the substance,  content  or efficacy  of the Executive's testimony, or the outcome of any particular matter. The Company is reimbursing the Executive for the revenue the Executive loses while spending time relating to these issues, and the Executive's reasonable expenses due to the same.


15.       Amendment.   This Agreement may not be altered, amended, or modified except in writing signed by both the Executive and the Company.


16.       Joint Participation.  The parties hereto participated jointly in the negotiation  and preparation  of this Agreement, and each party has had the opportunity  to obtain  the advice of legal counsel and to review and comment upon this Agreement.  Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party.  This Agreement shall be construed as if the parties jointly prepared this Agreement, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.


17.     Mediation and Arbitration.


(a)        Mediation.   The  Executive and  the Company  agree  to submit,  prior  to arbitration,  all  unsettled claims, disputes, controversies,  and other matters  in question  between them arising out of or relating to this Agreement (including but not limited to any claim that this Agreement or any of its provisions is invalid, illegal, or otherwise voidable or void) ("Disputes") to mediation in Wichita, Kansas.  The foregoing notwithstanding, the terms of this Paragraph 17 shall not apply with respect to any Disputes under Paragraph 7 of this Agreement which Disputes shall  continue  to  be subject  to  the  terms  of  Paragraphs  7  and  18 of  this  Agreement.     The mediation  shall be private, confidential, voluntary, and nonbinding.   Any party  may withdraw from the mediation at any time before signing a settlement agreement upon written notice to each other party and to the mediator.  The mediator shall be neutral and impartial.  The mediator shall


















be disqualified  as a witness, consultant,  expert, or counsel for either  party with respect  to the matters  in Dispute  and any related  matters.   The Company  and the Executive  shall  pay their respective  attorneys' fees and other costs associated  with the mediation, and the Company  and the  Executive  shall  equally  bear the costs and fees of the  mediator.   If a Dispute cannot be resolved through  mediation within ninety (90) days of being submitted to mediation, the parties agree to submit the Dispute to arbitration.


(b)       Arbitration.  Subject to Paragraph 17(a), all Disputes will be submitted for binding arbitration  pursuant  to the rules of the Kansas  Uniform Arbitration  Act on demand  of either  party.   Such arbitration  proceeding will be conducted  in Wichita, Kansas and, except as otherwise provided in this Agreement, will be heard by one (1) arbitrator in accordance  with the rules of the Kansas  Uniform Arbitration Act then in effect.  The arbitrator  will have the right to award or include in his award any relief which he or she deems proper under the circumstances, including,  without  limitation, money damages (with interest on unpaid amounts  from the date due), specific  performance,  injunctive relief, and reasonable attorneys'  fees and costs, provided that the arbitrator  will not have the right to amend or modify the terms of this Agreement.   The award and decision of the arbitrator  will be conclusive and binding upon all parties hereto, and judgment  upon  the award  may be entered  in any court  of competent  jurisdiction.    Except  as specified  above,  the Company  and the Executive shall pay their respective attorneys'  fees and other costs associated with the arbitration, and the Company and the Executive shall equally bear the costs and fees of the arbitrator.


(c)        Confidentiality.    The  Executive  and  Company  agree  that  they  will  not disclose, or permit those acting on their behalf to disclose, any aspect of the proceedings  under Paragraph 17(a) and Paragraph 17(b), including but not limited to the resolution or the existence or amount  of any award, to any person, firm, organization, or entity of any character  or nature, unless divulged (i) to an agency of the federal or state government, (ii) pursuant to a court order, (iii) pursuant to a requirement of law, (iv) pursuant to prior written consent of the Company or the  Executive,  or  (v)  pursuant  to  a  legal  proceeding  to  enforce  a  settlement  agreement   or arbitration award.  This provision is not intended to prohibit nor does it prohibit the Executive's or Company's disclosures of the terms of any settlement or arbitration award to their attorney(s), accountant(s), financial advisor(s), or family members, provided that such persons comply  with the provisions of this paragraph.


(d)       Injunctions.  Notwithstanding anything to the contrary contained in this Paragraph 17, the Company and the Executive shall have the right to seek temporary  restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction; provided,  however,  that  Company  and  the  Executive  must  contemporaneously   submit  the Disputes (except for Disputes arising under Paragraph 7 of this Agreement) for non-binding mediation  under Paragraph 17(a) and then for arbitration under Paragraph 17(b) on the merits as provided  herein if such Disputes cannot be resolved through mediation.


18.       Applicable   Law.     This Agreement shall be governed by, and construed  in accordance  with, the laws of the State of Kansas, and any court action commenced  to enforce this Agreement shall have as its sole and exclusive venue the County of Wichita, Kansas.  In addition, the Executive and the Company waive any right he or it may otherwise have to a trial by jury in any action to enforce the terms of this Agreement.






















19.      Execution of Agreement.  This Agreement may be executed in counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Agreement.    This  Agreement,  to  the extent  signed  and  delivered  by  means  of  a  facsimile machine  or  by PDF  file  (portable document format  file), shall  be treated  in all  manner  and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the originally signed version delivered in person. At the request of any party hereto, each other party shall re-execute original forms hereof and deliver them to all other parties.


PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT.  THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND  UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.




















































































IN WITNESS WHEREOF, the Executive, the Company and the Parent have voluntarily signed this Separation Agreement and General Release consisting of twelve (12) pages effective as of the first date set forth above.




SPIRIT AEROSYSTEMS, INC.




By: /s/ Justin Welner                                  
Its:  Vice President Human Resources         /s/ Philip D. Anderson
Philip D. Anderson


SPIRIT AEROSYSTEMS HOLDINGS, INC.




By: /s/ Justin Welner                                    
Its:  Vice President Human Resources     




IN WITNESS WHEREOF, the Executive, the Company and the Parent reaffirm the terms and conditions of this Agreement effective the 31st day of May, 2016.




SPIRIT AEROSYSTEMS, INC.




By:                                              
Its:                                           
Philip D. Anderson


SPIRIT AEROSYSTEMS HOLDINGS, INC.




By: ___________________________    
Its:  ___________________________