Exhibit
10.23






B/E
AEROSPACE, INC,


MANAGEMENT
INCENTIVE PLAN (80%) – FY 2009
 
 I.  Purpose
 
 The
purpose of this Management Incentive Plan (the “Plan”) is
to reward and encourage significant contributions to the success of BE
Aerospace, Inc. (the “Corporation”)
and its respective businesses.
 
 II.  Eligibility
 
 Eligibility
for participation in this Plan is determined by the following senior
executives:  the Chairman & CEO, the President & COO, the Sr.
Vice President & CFO and the Vice President of Human
Resources.  This Plan primarily includes all Segment Vice President
and General Managers and Corporate Vice Presidents reporting directly to the
President & COO or Sr. Vice President & CFO.  The Vice
President of Human Resources will ensure consistent eligibility requirements and
administration throughout the Corporation.
 
 III.  Plan
Approval
 
 The
financial and strategic business objectives (both criteria and targets) (the
“Objectives”)
will be established for the Corporation and the Segments/Business Units at the
beginning of the fiscal year.  These Objectives are reviewed by the
Chairman & CEO, the President & COO and the Sr. Vice President & CFO
and then submitted for approval to the Compensation Committee of the Board of
Directors (the “Committee”).
 
 IV.  Plan Participation
Level
 
 The
maximum potential incentive compensation for each executive is 80% of the
executive’s base salary (“Maximum
Award”), which is determined based on the level of achievement of the
applicable Objectives and strategic initiatives.  Individual awards
are targeted at 85% of the maximum award (or 68% of base salary) (“Target
Award”).  Individuals who achieve each of the target levels of
the applicable Objectives and strategic initiatives are eligible to receive the
Target Award.  Actual individual awards can be increased by the
Committee in its sole discretion up to the Maximum Award or decreased down to
zero based on an individual’s performance and his/her contribution related to
the business unit to which the individual was assigned during the performance
period (e.g.,
site/segment/Corporation).
 
 The Target Award of 85%
(e.g.,68% of base salary)
contemplates:
 ·
              100%
      achievement of the targets for the Financial Objectives and Strategic
      initiatives.
 
 The Maximum Award of 100%
(e.g., 80% of base salary)
contemplates:
 ·
              110%
      achievement of the targets for the Financial Objectives and Strategic
      initiatives.
 
 In
extraordinary cases, an award of up to an additional 20% of base salary can be
achieved if the following criteria are met:
 
 ·
              The
      site, segment and Corporation exceed all financial and strategic goals by
      110% or greater, and
 ·
              Individual
      performance is at a superior level as determined by the executive’s
      immediate supervisor, upon recommendation by the Chairman & CEO, the
      President & COO and the Sr. Vice President & CFO and as approved
      by the Committee, subject to the Corporation’s ability to
    pay.
   Page 1 of
5
 Exhibit
10.23
  For
more detailed information about how the bonus payouts are calculated, please
refer to Sections VI and VII, and the examples shown on page 4.
 
 V.  Allocation of
Awards
 
 The Plan
features two components, the Financial Objectives, or financial metrics, and
Strategic Initiatives, which are collectively used to determine the incentive
payout amount:
 
 ·
              Financial Objectives –
      Eighty percent (80%) of the potential incentive payment amount is based on
      the attainment of specified levels of four financial metrics weighted as
      set forth below:
 
 1.
              EBIT (earnings before interest
      and taxes) –  weighed at
30%
 
 2.
              Operating Cash Flow
      (EBITDA) – weighed at 30%, defined as earnings before interest,
      taxes, depreciation and amortization, plus or minus the change in working
      capital and related operating non-current assets and liabilities
      (exclusive of cash) less capital
expenditures.
 
 3.
              Operating Expense Reductions– weighed at 20%
 
 4.
              Operating Margin –
      weighed at 20%
 
 ·
              Strategic Initiatives –
      Twenty percent (20%) of the potential incentive payment amount is based on
      the level of attainment of the business unit meeting its strategic
      objectives as well as the individual achieving his/her specified strategic
      initiatives.
 
 The
percent of the incentive payment amount attributed to each Financial Objective
and the strategic initiatives is determined independent of the other Financial
Objectives and/or strategic initiatives.
 
 Page 2 of
5
 Exhibit
10.23
  
 VI.  Financial Metrics Plan
Design (80% Weighting)
 
 Incentive
payouts with respect to each Financial Objective will only occur if at least
eighty percent (80%) of the target levels of the Objective are achieved (the
“Minimum
Threshold”).  The Target Award is paid out upon 100%
achievement of each Objective and the Maximum Award is paid out upon 110% of
achievement of each Objective.  The payout percentage of base salary
for each level of achievement between 80% and 110% is shown on the chart below
for each Objective.
 
 Exhibit
1:
 
 EBIT (30%)
                                OPERATING CASH FLOW (30%)
                                OPERATING EXPENSE REDUCTIONS
      (20%)
                                OPERATING MARGIN (20%)%
      of plan realized
                                %
      of base
                                %
      of plan realized
                                %
      of base
                                %
      of plan realized
                                %
      of base
                                %
      of plan realized
                                %
      of base
                                Total
      % of BaseMinimum
      Threshold
                                80%
                                0.19%
                                80%
                                0.19%
                                80%
                                0.13%
                                80%
                                0.13%
                                0.64%81%
                                0.36%
                                81%
                                0.36%
                                81%
                                0.24%
                                81%
                                0.24%82%
                                0.54%
                                82%
                                0.54%
                                82%
                                0.36%
                                82%
                                0.36%83%
                                0.71%
                                83%
                                0.71%
                                83%
                                0.47%
                                83%
                                0.47%84%
                                0.88%
                                84%
                                0.88%
                                84%
                                0.59%
                                84%
                                0.59%85%
                                1.06%
                                85%
                                1.06%
                                85%
                                0.70%
                                85%
                                0.70%86%
                                1.23%
                                86%
                                1.23%
                                86%
                                0.82%
                                86%
                                0.82%87%
                                1.40%
                                87%
                                1.40%
                                87%
                                0.93%
                                87%
                                0.93%88%
                                1.57%
                                88%
                                1.57%
                                88%
                                1.05%
                                88%
                                1.05%89%
                                1.75%
                                89%
                                1.75%
                                89%
                                1.16%
                                89%
                                1.16%90%
                                1.92%
                                90%
                                1.92%
                                90%
                                1.28%
                                90%
                                1.28%91%
                                2.88%
                                91%
                                2.88%
                                91%
                                1.92%
                                91%
                                1.92%92%
                                3.84%
                                92%
                                3.84%
                                92%
                                2.56%
                                92%
                                2.56%93%
                                4.80%
                                93%
                                4.80%
                                93%
                                3.20%
                                93%
                                3.20%94%
                                5.76%
                                94%
                                5.76%
                                94%
                                3.84%
                                94%
                                3.84%95%
                                6.72%
                                95%
                                6.72%
                                95%
                                4.48%
                                95%
                                4.48%96%
                                8.64%
                                96%
                                8.64%
                                96%
                                5.76%
                                96%
                                5.76%97%
                                10.56%
                                97%
                                10.56%
                                97%
                                7.04%
                                97%
                                7.04%98%
                                12.48%
                                98%
                                12.48%
                                98%
                                8.32%
                                98%
                                8.32%99%
                                14.40%
                                99%
                                14.40%
                                99%
                                9.60%
                                99%
                                9.60%Target
      Award (85%)
                                100%
                                16.32%
                                100%
                                16.32%
                                100%
                                10.88%
                                100%
                                10.88%
                                54.4%101%
                                16.61%
                                101%
                                16.61%
                                101%
                                11.07%
                                101%
                                11.07%102%
                                16.90%
                                102%
                                16.90%
                                102%
                                11.26%
                                102%
                                11.26%103%
                                17.18%
                                103%
                                17.18%
                                103%
                                11.46%
                                103%
                                11.46%104%
                                17.47%
                                104%
                                17.47%
                                104%
                                11.65%
                                104%
                                11.65%105%
                                17.76%
                                105%
                                17.76%
                                105%
                                11.84%
                                105%
                                11.84%106%
                                18.05%
                                106%
                                18.05%
                                106%
                                12.03%
                                106%
                                12.03%107%
                                18.34%
                                107%
                                18.34%
                                107%
                                12.22%
                                107%
                                12.22%108%
                                18.62%
                                108%
                                18.62%
                                108%
                                12.42%
                                108%
                                12.42%109%
                                18.91%
                                109%
                                18.91%
                                109%
                                12.61%
                                109%
                                12.61%Maximum
      Award (100%)
                                110%
                                19.20%
                                110%
                                19.20%
                                110%
                                12.80%
                                110%
                                12.80%
                                64.0%
   Page 3 of
5
 Exhibit
10.23
 VII.  Strategic Initiatives Plan
Design   (20% Weighting)
 
 A target
payout of 13.6% of base salary (85% target X 80% plan X 20% weighting = 13.6%)
is available for individuals who fully achieve all of their strategic
initiatives as well as the business unit achieving its strategic
initiatives.  Lesser payouts for lesser levels of performance are
available at the discretion of management.  A maximum payout of up to
16% is available in recognition of superior performance.
 
 Examples:
 
 1.
              2009
      projected bonus payment calculations - Assumes 2009 Plan targets achieved
      at 100% and 100% credit on individual strategic
    initiatives.
 
 
 NAME
                      (A)
      SALARY
                      (B)
                        Maximum  Award
                      Target
      Award
                        at
      85%
                      (C)
                        (80%
      weighted) % earned  FINANCIAL
METRICS
                      (D)
                        (20%
      weighted)
                        %
      earned STRATEGIC INITIATIVES
                      (E)%
      Award Earned
                      (F)$
      award EarnedDoe,
      John
                      $200,000
                      80%
                      68%
                      54.4%
                      13.6%
                      68%
                      $136,000
 
 
 2.
              2009
      projected bonus payment calculations – Assumes 100% EBIT, 95% Cash Flow,
      110% Operating Expense Reductions, 98% Operating Margin; and partial
      credit on achievement of individual strategic
  initiatives.
 
 NAME
                        (A)
      SALARY
                        (B)
                          Maximum  Award
                        Target
      Award at 85%
                        (C)
                          (80%
      weighted) % earned  FINANCIAL
METRICS
                        (D)
                          (20%
      weighted) % earned
                          STRATEGIC
      INITIATIVES
                        (E)
                          %
      Award Earned
                        (F)$
      award EarnedDoe,
      John
                        $200,000
                        80%
                        68%
                        44.16%
                        8.0%
                        52.16%
                        $104,320
   VIII.  Administration of the
Plan
  ·
              Business
      unit/site awards are based on performance independent of segment or
      corporate performance.  The actual amount or percentage of
      incentive compensation, if any, will be based upon achievement of the
      Objectives outlined in Section VI and the strategic initiatives outlined
      in Section VII.  Furthermore, the actual amount of individual
      awards is subject to individual performance and its effect on the
      achievement of these business goals, as bonus payments are not
      guaranteed.  The Corporation reserves the right to increase or
      reduce the amount of the incentive compensation paid under this Plan in
      its sole discretion notwithstanding the level of attainment of the
      specified Objective or strategic initiatives.·
              The
      Committee, respective Segment Vice President & General Manager, Sr.
      Vice President & CFO, the President & COO, and the Chairman &
      CEO will review attainment of the business plan goals and objectives at
      the close of the fiscal year.  Awards will be paid in cash as
      soon as practicable after the Corporation has publicly reported its fiscal
      year results and in no event later than March 15,
  2010.
   Page 4 of
5
 Exhibit
10.23
 ·
              Exceptions
      and adjustments to the Plan and the awards may be made at the discretion
      of the Committee upon the recommendation of the Chairman & CEO,
      President & COO and Sr. Vice President &
  CFO.
 
 ·
              Participants
      in the Plan who enter after the start of the fiscal year may receive a
      prorated award.
 
 ·
              Employee Benefits,
      Taxes and Deductions-Awards paid under
      this Plan are subject to applicable taxes, withholding as required by law,
      401(k) contributions and other payroll
  deductions.
 
 ·
              Transfer or Change of
      Assignment-A participant transferring into or out of qualifying positions
      during the fiscal year may receive a prorated award based on a share of
      time spent in the qualifying
assignment.
 
 ·
              Termination of
      Employment-Any participant who resigns or is dismissed from employment with
      the Corporation and its subsidiaries and affiliates for any reason other
      than by retiring from the Corporation or who is not on the active payroll
      on the date that the award is paid, will not be eligible for an award. It
      is expressly understood that a participant who officially retires from the
      Company after age 60 with ten or more years of service shall be eligible
      to receive a prorated award for the period such employee worked as an
      eligible participant in the Plan.
 
 Nothing
in this Plan will be construed to give any employee any right to continue in the
employment of the Corporation and its subsidiaries and affiliates or to continue
on any assignment.  Further, nothing in this Plan will interfere in
any way with the right of the Corporation to terminate the employment of any
employee affected by this Plan at any time and for any reason.
 
 Participation
in the Plan is discretionary.  Nothing in this Plan will interfere in
any way with the right of the Corporation to (i) change or modify the terms and
conditions of this Plan or (ii) reassign a participant to a different incentive
plan for future years.  In addition, nothing in the Plan confers on a
participant the right or entitlement to receive compensation or bonus in any
specific amount for any future fiscal year.  Moreover, the awards
under the Plan do not constitute wages, or regular, recurrent or contractual
compensation and will have no effect on the determination of employee-related
rights or benefits under law or any plan of the Corporation or its subsidiaries
and affiliates.
 
 The
benefits provided pursuant to the awards are in no way secured, guaranteed or
warranted by the Corporation.
 
    Page 5 of
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