EXHIBIT 10.10




AMENDED AND RESTATED
EMPLOYMENT AGREEMENT




This
Amended and Restated Employment Agreement (this “Agreement”)ismade as of this 9th day
of December 2008, by and between BE Aerospace, Inc., a Delaware corporation (the
“Company”)and
Werner Lieberherr (the “Executive”).




RECITALS




WHEREAS,
the Company wishes to employ the Executive and the Executive wishes to accept
such employment on the terms and conditions hereafter set forth;
and




WHEREAS,
the Company wishes to make secure for itself the experience, abilities and
services of the Executive and to prevent the loss of such experience, services
and abilities; and




NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto, each intending to be legally
bound, do hereby agree as follows:




1.  Employment .  The
Company shall employ the Executive, and the Executive shall perform services for
and continue in the employment of the Company, for an initial period of
one (1) year commencing on July 5, 2006 and ending on July 4, 2007;
provided, however, that the
Executive’s employment hereunder shall automatically be extended from year to
year for additional one (1)-year periods on and after July 5, 2007, until
either the Company or the Executive gives the other party at least
ninety (90) days written notice prior to the then-applicable
“Expiration Date” (as hereinafter defined) of its or his desire to terminate
this Agreement, unless the Executive’s employment is terminated earlier pursuant
to this Agreement.  For purposes of this Agreement (i) the term
“Employment
Term”shall
mean the initial one (1) year period and all automatic one (1)
year extensions thereof, and (ii) the term “Expiration
Date”shall
mean July 4 of calendar year 2007 or any subsequent calendar year if the
Employment Term is extended on and after July 4, 2007.




2.  Position and
Duties .  The
Executive shall serve the Company in the capacity of Vice President and General
Manager, Commercial Aircraft Products Group, and shall be accountable to, and
shall have such other powers, duties and responsibilities, consistent with this
capacity, as may from time to time be prescribed by the President and Chief
Operating Officer of the Company, or his designee.  The Executive
shall perform and discharge, faithfully, diligently and to the best of his
ability, such powers, duties and responsibilities.  The Executive
shall devote all of his working time and efforts to the business and affairs of
the Company.




3.  Compensation .




(a)  Salary.  During
the Employment Term, the Executive shall receive a salary (the “Salary”)payable
at the rate of $416,000 per annum.  Such rate shall be subject to
adjustment from time to time by the Compensation Committee of the Board of
Directors (the “Compensation
Committee”); provided, however, that it
shall at no time be adjusted below the Salary then in effect.  The
Salary shall be payable biweekly or in accordance with the Company’s current
payroll practices, less all required deductions.  The Salary shall be
pro-rated for any period of service less than a full year.









(b)  Incentive
Bonus.  During the Employment Term, the Executive may receive
an incentive performance bonus in accordance with the Company’s executive bonus
plan then in effect, as determined by the Compensation Committee in its sole
discretion.  The incentive bonus shall be paid in accordance with
Company policy, but in no event later than March 15th of the
year following the year in which it is earned.




(c)  Expenses.  During
the Employment Term, the Executive shall be entitled to receive prompt
reimbursement for all reasonable business expenses incurred by him on behalf of
the Company in accordance with the Company’s policies in effect from time to
time.




(d)  Benefits.  During
the Employment Term, the Executive shall be entitled to participate in or
receive benefits under any life or disability insurance, health, pension,
retirement, accident, and other employee benefit plans, programs and
arrangements made generally available by the Company to its employees, subject
to and on a basis consistent with the terms, conditions and overall
administration of such plans and arrangements in effect from time to
time.  In accordance with the Company’s policies in effect from time
to time, the Executive shall also be entitled to paid vacation in any fiscal
year during the Employment Term as well as all paid holidays given by the
Company to its employees.




(e)  Automobile.  During
the Employment Term, the Executive shall receive an automobile allowance (the
“Automobile
Allowance”) of $1,100 per month less applicable taxes, payable in
accordance with Company policy, but in no event later than March 15th of the
year following the year in which the Automobile Allowance will
accrue.




4.  Termination and Compensation
Thereon .




(a)  Termination.  Subject
to the terms and conditions of this Agreement, the Executive’s employment
pursuant to this Agreement may be terminated either by the Executive or the
Company at any time and for any reason.  The term “Termination
Date”shall
mean if the Executive’s employment is terminated (i) by his death, the date
of his death or (ii) for any other reason, the date on which the Executive
incurs a Separation from Service, (as defined below).




(b)  Death.  The
Executive’s employment hereunder shall terminate upon his death.  In
such event, the Company shall, within thirty (30) days following the date
of death, pay to such person as the Executive shall have designated in a notice
filed with the Company, or, if no such person shall have been designated, to his
estate, a lump sum amount equal to the Salary and Automobile Allowance (at the
rate in effect as of the Termination Date) payable during the period from the
Termination Date through the Expiration Date.




(c)  Incapacity.  If,
in the reasonable judgment of the President and Chief Operating Officer, as a
result of the Executive’s incapacity due to physical or mental illness, the
Executive shall have been absent from his full-time duties as described
hereunder for the entire period of six (6) consecutive months (“Incapacity”),
the Executive’s employment shall terminate at the end of the six (6)-month
period.  In such event, upon the Termination Date, the Company shall
pay to the Executive a lump sum payment equal to the Salary and Automobile
Allowance (at the rate in effect as of the Termination Date) payable during the
period from the Termination Date through the Expiration Date.  The
lump sum payment shall be made within sixty (60) days following the Termination
Date, provided
that prior to the payment date the Executive signs a waiver and release
agreement in the form provided by the Company and such waiver and release
becomes effective and irrevocable in its entirety prior to such date. If the
waiver and release does not become effective and irrevocable on or prior to the
payment date set forth in the preceding sentence, the Company shall have no
further obligations pursuant to Sections 4(c) or 4(g).  The Company’s
obligation to pay the Executive his Salary and Automobile Allowance (to the
extent not previously paid) shall terminate if the Executive subsequently takes
other employment to the extent of the Executive’s salary and benefits from such
subsequent employment.  Any dispute between the President and Chief
Operating Officer and the Executive with respect to the Executive’s Incapacity
shall be settled by reference to a competent medical authority mutually agreed
to by the President and Chief Operating Officer and the Executive, whose
decision shall be binding on all parties.




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(d)  Termination by the Company
for Cause; Resignation by the Executive.




(i)  If the
Company terminates the Executive’s employment for Cause or the Executive resigns
his employment for any reason (other than pursuant to Section 4(f)), the Company
shall have no further obligations to the Executive hereunder after the
Termination Date, except for unpaid Salary and benefits accrued through the
Termination Date.




(ii)  For
purposes of this Agreement, “Cause”
shall mean (i) the Executive’s material failure, refusal or neglect to
perform and discharge his powers, duties and responsibilities hereunder
(including duties prescribed by the President and Chief Operating Officer
pursuant to Section 2 above), other material breach of the terms hereof, or
breach of any fiduciary duties Executive may have because of any position
Executive holds with the Company or any subsidiary or affiliate thereof; or
(ii) a felony conviction or a conviction for any crime involving the
Executive’s personal dishonesty or moral turpitude.




(e)  Termination Without
Cause.  The Company may terminate the Executive’s employment
hereunder at any time without Cause.  In such event, the Company shall
pay to the Executive a lump sum payment equal to the Salary payable during the
period from the Termination Date through the first anniversary of the Expiration
Date. The lump sum payment shall be made within sixty (60) days following the
Termination Date provided that prior
to the payment date the Executive signs a waiver and release agreement in the
form provided by the Company and such waiver and release becomes effective and
irrevocable in its entirety prior to such date. If the waiver and release does
not become effective and irrevocable on or prior to the payment date set forth
in the preceding sentence, the Company shall have no further obligations
pursuant to Sections 4(e) or 4(g).




(f)  Change of
Control.




(i)  If a
“Change of Control” occurs during the Employment Period and following, or in
connection with such Change of Control, the Executive’s employment is terminated
by the Company for any reason (other than Cause), or the Executive resigns his
employment because any of the Executive’s position, location, powers, duties or
responsibilities under Section 2 above are materially reduced without his
agreement, any compensation or benefit payable or otherwise extended to the
Executive hereunder (including without limitation Salary, incentive bonus and
fringe benefits as set forth in Section 3 above) is eliminated or
materially reduced, the Company or its successor in interest shall give prompt
notice to the Executive of any such elimination or reduction and pay to the
Executive a lump sum amount equal to:




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(x)
            the
      Executive’s Salary (at the rate in effect as of the Termination Date),
      which  amount shall not be pro-rated and shall be paid in
      addition to the Salary due and payable under (y) below;
  and




(y)
            the
      Salary (at the rate in effect as of the date of the Change of Control)
      payable during the period from the Termination Date through the Expiration
      Date.




The lump sum payment shall be made
within thirty (30) days following the Termination Date.




(ii)  For
purposes of this Agreement, a “Change of
Control” shall mean a “change in control event”
within the meaning of the default rules under Section 409A of the U.S. Internal
Revenue Code of 1986, as amended, and the regulations and guidance promulgated
thereunder (the “Code”).  The
obligations of the Company pursuant to this Section 4(f) shall survive any
termination of this Agreement or the Executive’s employment or any resignation
of such employment by the Executive pursuant to this
Section 4(f).




(g)  Benefit
Continuation.  If the Executive's employment is terminated
pursuant to Sections 4(c), 4(e) or 4(f), the Company shall provide the
Executive and his eligible dependents with continued participation in medical,
dental and health benefit plans available to the Company’s executive officers on
similar terms and conditions as active executives, from the Termination Date
until the earlier of (i) the Expiration Date and (ii) the date the
Executive becomes eligible for comparable benefits provided by a third party;
provided,however,that the continuation
of such benefits shall be subject to the respective terms of the applicable
plan, in effect from time to time, and the timely payment by the Executive of
his applicable share of the applicable premiums in effect from time to
time.  To the extent that reimbursable medical and dental care
expenses constitute deferred compensation for purposes of Section 409A, the
Company shall reimburse the medical and dental care expenses as soon as
practicable consistent with the Company’s practice, but in no event later than
the last day of the calendar year next following the calendar year in which such
expenses are incurred.




5.  Amendments .  No
amendment to this Agreement or any schedule hereto shall be effective unless it
shall be in writing and signed by each party hereto.




6.  Notices .  All
notices and other communications hereunder shall be in writing and shall be
deemed given when delivered personally or sent by telecopy or three days after
being mailed by registered or certified mail (return receipt requested) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):




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If
      to the Company, to it at:






BE
      Aerospace, Inc.


1455
      Fairchild Road


Winston
      Salem, NC 27105


Attention:  President
      and Chief Operating Officer




with a
copy to:




BE
Aerospace, Inc.


1400
Corporate Center Way


Wellington,
FL 33414


Attention:  General
Counsel




If
      to the Executive, to him at:





Werner
      Lieberherr


255
      Belleford Court


Louisville
NC 27023







7.  Entire
Agreement .  This
Agreement and the Proprietary Rights Agreement attached hereto as Exhibit A
constitute the entire agreement among the parties hereto pertaining to the
subject matter hereof and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties.




8.  Headings .  The
headings in this Agreement are for convenience of reference only and shall not
alter or otherwise affect the meaning hereof.




9.  Counterparts .  This
Agreement may be executed in any number of counterparts which together shall
constitute one instrument.




10.  Governing
Law .  This
Agreement shall be governed by and construed in accordance with the laws (other
than the conflict of laws rules) of the State of Florida.




11.  Withholding .  All
payments made by the Company under this Agreement shall be reduced by any tax or
other amounts required to be withheld by the Company under applicable
law.




12.  Section 409A .




(a)  If any
amounts that become due under Section 4 of this Agreement constitute
“nonqualified deferred compensation” within the meaning of Section 409A of
the Code  (“Section 409A”),
payment of such amounts shall not commence until the Executive incurs a
“Separation from Service” (as defined below) if and only if necessary to avoid
accelerated taxation or tax penalties in respect of such amounts.




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(b)  Notwithstanding
any provision of this Agreement to the contrary, if Executive is a “Specified
Employee” (as defined below) he shall not be entitled to any payments
upon a Separation from Service until the earlier of (i) the date which is
the first (1st)
business day following the date that is six (1) months after the Executive’s
Separation from Service for any reason other than death or (ii) the
Executive’s date of death.  The provisions of this Section 12(b)
shall only apply if required to comply with Section 409A.




(c)  For
purposes of this Agreement, “Separation from
Service” shall have the meaning set forth in
Section 409A(a)(2)(A)(i) and determined in accordance with the default
rules under Section 409A.  “Specified
Employee” shall have the meaning set forth in
Section 409A(a)(2)(B)(i), as determined in accordance with the uniform
methodology and procedures adopted by the Company and then in
effect.




(d)  It is
intended that the terms and conditions of this Agreement comply with Section
409A.  If any provision of this Agreement contravenes any regulations
or Treasury guidance promulgated under Section 409A, or could cause any
amounts or benefits hereunder to be subject to taxes, interest and penalties
under Section 409A, the Company may, in its sole discretion and without the
Executive’s consent, modify the Agreement to:  (i) comply with,
or avoid being subject to, Section 409A, (ii) avoid the imposition of
taxes, interest and penalties under Section 409A, and/or
(iii) maintain, to the maximum extent practicable, the original intent of
the applicable provision without contravening the provisions of
Section 409A. This Section 12(d) does not create an obligation on the
part of the Company to modify this Agreement and does not guarantee that the
amounts or benefits owed under this Agreement will not be subject to interest
and penalties under Section 409A.




(e)  Anything
in this Agreement to the contrary notwithstanding, no reimbursement payable to
the Executive pursuant to any provisions of this Agreement or pursuant to any
plan or arrangement of the Company Group covered by this Agreement shall be paid
later than the last day of the calendar year following the calendar year in
which the related expense was incurred, except to the extent that the right to
reimbursement does not provide for a “deferral of compensation” within the
meaning of Section 409A.  No amount reimbursed during any
calendar year shall affect the amounts eligible for reimbursement in any other
calendar year.




13.  Enforceability;
Waiver .  The
invalidity and unenforceability of any term or provision hereof shall not affect
the validity or enforceability of any other term or provision
hereof.  The Executive’s or the Company’s failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right that the Executive or the Company
may have hereunder, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.  Similarly,
the waiver by any party hereto of a breach of any provision of this Agreement by
the other party will not operate or be construed as a waiver of any other or
subsequent breach by such other party.




14.  Assignment .  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors and permitted assigns.  This
Agreement may be assigned by the Company.  The Executive may not
assign or delegate his duties under this Agreement without the Company’s prior
written approval.




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15.  Survival .  The
entitlement of the Executive and the obligations of the Company pursuant to
Section 4 hereof shall each survive any termination or expiration of this
Agreement, or any termination or resignation of the Executive’s employment, as
the case may be.




IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.




EXECUTIVE/s/
      Werner LieberherrWerner LieberherrBE AEROSPACE, INC./s/
      Thomas P. McCaffreyThomas
      P. McCaffreySenior
      Vice President and Chief Financial Officer





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Exhibit
A




Proprietary
Rights Agreement