EXHIBIT 10.14




EXECUTION
COPY






RETIREMENT AGREEMENT




THIS
RETIREMENT AGREEMENT, dated as of November 19, 2008 (the “Agreement”), by and
between BE Aerospace, Inc., a Delaware corporation (the “Company”) and Edmund
J. Moriarty (the “Executive”).




WHEREAS,
the Company and the Executive are parties to a certain Employment Agreement,
dated as of September 18, 1995, as amended January 1, 1996 (the “Employment Agreement”);
and




WHEREAS,
the Company and the Executive have agreed to the Executive’s retirement as an
employee and an officer of the Company; and




WHEREAS,
in consideration for the Executive’s long service with the Company and his
agreement to the covenants and restrictions set forth herein, the Company has
agreed to enter into this Agreement which provides the Executive with certain
payments and benefits to which he is not otherwise entitled; and




WHEREAS,
except as otherwise set forth herein, the parties intend that this Agreement
shall set forth the terms of the Executive’s retirement and that this Agreement
shall supersede all prior agreements between the parties regarding the subject
matter contained herein, including, without limitation, the Employment
Agreement.




NOW,
THEREFORE, in consideration of the covenants and agreements hereinafter set
forth in this Agreement, the parties hereto hereby agree as
follows:




1. Continued
Employment .  From
the date hereof through June 30, 2009, (the “Effective Date”), the
Executive shall remain employed as the Vice President–Law, General Counsel and
Secretary of the Company.  During the period commencing on the date
hereof and ending on the Effective Date, the Executive (i) shall be entitled to
the compensation and benefits set forth in Section 3 of his Employment Agreement
(as in effect on the date hereof) and (ii) shall be obligated to perform
the duties set forth in Section 2 of the Employment Agreement.




2. Retirement .  Effective
as of the Effective Date, the Executive shall retire from his position as the
Vice President–Law, General Counsel and Secretary of the Company and from all
other positions and offices with the Company and any of its subsidiaries or
affiliates (collectively, the “Company
Group”).




3. Severance Payments and
Benefits .  In
consideration of  the covenants set forth herein, and the waiver and
release of claims set forth below and provided that the Executive does not revoke this Agreement during the
applicable Revocation Period (as defined in Section 12 below), the Company shall
provide the Executive with the following severance payments and
benefits:




a. Accrued
Amounts.  The Executive shall receive a lump sum payment within
thirty (30) days following the Effective Date equal to (1) any earned but
unpaid salary through the Effective Date; (2) any earned but unpaid annual
bonus for any fiscal year that ended prior to the Effective Date; and (3)
reimbursement of approved expenses due to the Executive pursuant to the
Company’s policies in effect from time to time.











b. Initial Severance
Payments.  During
the period commencing on the Effective Date and ending on the six (6) month
anniversary of the Effective Date (the “Initial Severance
Period”), the Executive shall receive payment of an amount (the “Initial Severance”)
equal to $172,250.  Payment of the Initial Severance shall commence on
the date the Release becomes effective and shall be paid in equal installments
through the remainder of the Initial Severance Period in accordance with the
Company’s payroll practices in effect on the Effective Date.  The
Initial Severance is intended to constitute a “separation payment plan” for
purposes of Section 409A of the U.S. Internal Revenue Code and the Regulations
and guidance promulgated thereunder (“Section
409A”).  Notwithstanding the forgoing, payment of the Initial
Severance will be conditioned upon the Executive signing a waiver and release of
claims with the same terms as set forth in Section 10 hereof and such waiver and
release becoming effective and irrevocable on or prior to the second (2nd) month
anniversary of the Effective Date (the “Final
Release”).




c. Additional Severance
Payment.  During the two (2) year period commencing on the
first business day following the expiration of the Initial Severance Period and
ending on December 31, 2011 (the “Additional Severance
Period”) the Executive shall receive payment of an amount (the “Additional
Severance”) equal to $516,758.30.  The Additional Severance
shall be paid in equal installments through the Additional Severance Period in
accordance with the Company’s payroll practices in effect on the Effective Date
subject to the Final Release becoming effective and irrevocable.




d. Death.  In
the event that the Executive dies during the Initial Severance Period or the
Additional Severance Period, the Company shall 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 payments that would have been due to the Executive under this Agreement
from the date of his death until the end of the Additional Severance
Period.




e. Continuation of Health
Insurance.  During the period commencing on the Effective Date
and ending on the earlier of (i) the second (2nd)anniversary of the Effective Date and (ii) the
date on which the Executive begins receiving comparable coverage from another
entity, the Company shall continue to provide the Executive with all medical,
dental and health benefits available from time to time to the Company’s
executive officers under the Company’s medical, dental and health benefits
plans, including, without limitation, the benefits available under the Company’s
executive medical reimbursement plan in effect as of January 1,
1998;  provided,however,that the continuation
of such benefits shall be subject to the respective terms of the applicable
plan, as 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.






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f. Accrued
Vacation.  The Company shall pay the Executive a lump sum cash
payment equal to $50,816.00 which represents forty (40) days of accrued but
unused vacation.  Such payment shall be made within thirty (30) days
following the Effective Date.




g. Treatment of Stock
Options.  As of the Effective Date, the Executive has two
thousand (2,000) vested and outstanding stock options with a grant date of
November 24, 2004, an expiration date of November 23, 2014, and a strike price
of $10.42 (the “Options”) which were
granted to the Executive under the Company’s 2001 Stock Option Plan of the
Company (together with the individual grant documents, the “Stock Option
Plan”).  The Options shall continue in effect after the
Effective Date and remain exercisable by the Executive at any time on or before
November 23, 2014 pursuant to the terms and conditions of the Stock Option
Plan.




h. ATS
Stock.  On the Effective Date the Company shall pay to
Executive a lump sum amount of $5,200.00 for the Company’s purchase of
Executive’s twenty thousand (20,000) shares of common stock of Advanced Thermal
Sciences Corporation owned by Executive as of the Effective Date; provided that such
shares continue to be held by the Executive on such date.




i. Restricted
Stock.  The Company agrees that, notwithstanding any other
agreement or equity plan providing to the contrary, on the Effective Date all
awards of restricted stock of the Company granted to the Executive on or before
June 30, 2009, shall vest and shall no longer be subject to forfeiture or
restrictions on transfer.  Such awards are listed on Appendix A attached
hereto and made a part hereof.




4. Consulting
Services .




a. Consulting
Services.  During the Initial Severance Period and the
Additional Severance Period (the “Consulting Period”),
the Executive shall provide advice and consultation to the Company and such
other services mutually agreed to by the Executive and the Company (the “Consulting
Services”).  At all times the Consulting Services shall be
nonexclusive and the Executive shall only be required to devote so much time as
is reasonably necessary to discharge the Consulting Services; provided, however, that in no
event shall the Consulting Services represent more than twenty percent (20%) of
the average level of bona fide services the Executive provided to the Company
Group over the thirty-six (36) month period prior to the Effective
Date.




b. Service
Standards.  The Executive shall perform the Consulting Services
in a commercially reasonable manner.  In no event shall the Executive
have any liability to the Company arising out of or related to the Executive’s
performance of the Consulting Services except to the extent it arises directly
by reason of the Executive’s gross negligence or willful misconduct in
performing such Consulting Services.




c. Expenses.  During
the Consulting Period the Company shall pay or reimburse the Executive for
reasonable out-of-pocket expenses incurred in connection with the Executive’s
performance of the Consulting Services in accordance with past
practices.






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d. Independent
Contractor.  The Executive acknowledges that the Consulting
Services shall be performed in the capacity of an “independent contractor,” that
the Executive is solely responsible for the Executive’s actions or inactions,
and that nothing in this Agreement shall be construed to create an employment
relationship between the parties during the Consulting Period.  The
Executive agrees that, with respect to the Consulting Services provided
hereunder, the Executive is not an employee of the Company for any purpose,
including, without limitation: (i) for federal, state or local tax, employment,
withholding or reporting purposes; or (ii) for eligibility or entitlement to any
benefit under any of the Company’s employee benefit plans (including, without
limitation, those plans that are subject to the Employee Retirement Income
Security Act of 1974, as amended), incentive, compensation or other employee
programs or policies.




e. Code of
Conduct.  During the Consulting Period, the Executive shall
comply with the Company’s Code of Conduct and its Delegations of Authority, each
as in effect from time to time (as if he was a non-management employee with
respect to the Delegation of Authority Policy).




f. Indemnification.  To
the fullest extent permitted under applicable laws, rules and regulations and
the Company’s applicable corporate governance documents, the Company agrees to
indemnify and hold the Executive harmless from any loss or liability, cost and
expense (including, but not limited to, reasonable attorney’s fees) incurred by
the Executive as a result of his being made a party to any action or proceedings
by reason of his provision of the Consulting Services.




5.  Return of
Property .  Except
as otherwise provided in this Section 5, on or prior to the Effective Date, the
Executive shall surrender to the Company all property of the Company in the
Executive’s possession and all property made available to the Executive in
connection with his employment by the Company Group.  On and after the
Effective Date, the Executive shall retain the handheld wireless devices
(including, without limitation, the Blackberry and other mobile phones),
computer, computer monitor, printer, docking station, keyboard, and all other
related hardware and peripheral equipment, including, without limitation, CD-ROM
and floppy disk drives, connecting cables, power plugs and batteries, made
available to the Executive in connection with his employment by the
Company.




6. Cooperation .  From
and after the Effective Date, the Executive shall cooperate at no expense to
Executive in all reasonable respects with any member of the Company Group and
their respective directors, officers, attorneys and experts in connection with
the conduct of any action, proceeding, investigation or litigation involving any
member of the Company Group, including, without limitation, any such action,
proceeding, investigation or litigation in which the Executive is called to
testify.




7. Unfavorable Comments;
Confidentiality of this Agreement .




a. Public Comments by the
Executive.  The Executive agrees to refrain from making,
directly or indirectly, now or at any time in the future, whether in writing,
orally or electronically: (i) any derogatory comment concerning any member of
the Company Group or any of their current or former directors, officers,
employees or shareholders, or (ii) any other comment that could reasonably be
expected to be detrimental to the business or financial prospects or reputation
of any member of the Company Group.






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b. Confidentiality of this
Agreement.  The parties agree that the terms of this Agreement
(other than the fact of the Executive’s retirement from the Company and the date
thereof) are “Confidential Information” as defined in Section 8.a. below, and
that neither party may disclose any of such terms to any other person other than
their attorneys, financial or tax advisers, accountants or
spouses.  The parties agree that they shall instruct their attorneys,
financial and tax advisers, accountants and spouses not to disclose such terms
to any other person.  Notwithstanding anything herein to the contrary,
the Executive and the Executive’s representatives may consult any tax advisor
regarding the tax treatment and tax structure of the retirement arrangement set
forth in this Agreement and may disclose to any person, without limitation of
any kind, the tax treatment and tax structure of such arrangement and all
materials (including opinions or other tax analyses) that are provided relating
to such treatment or structure.




c. Permitted
Disclosure.  The provisions of this Section 7 shall not
preclude a party from:  (i) providing any information required by law
or any regulations of any securities exchange, (ii) disclosing any information
necessary to prepare a defense of any claim, or (iii) responding to any
statement made by the other party hereto in contravention of this Section
7.




8. Confidentiality;
Noncompetition; Nonsolicitation .




a. Confidential
Information.  Except as otherwise provided in Sections 7.b. and
7.c. hereof, the Executive agrees that he will not at any time, except with the
prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed, directly or indirectly, reveal to any person, entity or
other organization (other than a member of the Company Group or their respective
employees, officers, directors, shareholders or agents) or use for Executive’s
own benefit any information reasonably deemed to be confidential by any member
of the Company Group (“Confidential
Information”) relating to the assets, liabilities, employees, goodwill,
business or affairs of any member of the Company Group including, without
limitation, any information concerning past, present or prospective customers,
manufacturing processes, marketing data, or other confidential information used
by, or useful to, any member of the Company Group and known (whether or not
known with the knowledge and permission of any member of the Company Group and
whether or not at any time prior to the Executive’s employment with the Company
developed, devised, or otherwise created in whole or in part by the efforts of
the Executive) to the Executive by reason of the Executive’s employment by,
shareholdings in or other association with any member of the Company
Group.  The term Confidential Information shall not include
information that (i) is or becomes generally available to the public other
than as a result of a disclosure by, or at the direction of, the Executive,
(ii) was within the Executive’s possession prior to its being furnished to
the Executive by or on behalf of any member of the Company Group, provided that the
source of such information was not known by the Executive to be bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to any member of the Company Group with respect to
such information or (iii) becomes available to the Executive on a
non-confidential basis from a source other than any member of the Company Group
or any of its representatives; provided that such
source is not known to the Executive to be bound by a confidentiality agreement
with or other contractual, legal or fiduciary obligation of confidentiality to
Company Group with respect to such information.  Notwithstanding
anything in this Section 8.a. to the contrary, in the event that the Executive
becomes legally compelled to disclose any Confidential Information, the
Executive shall provide the Company with prompt written notice so that the
Company Group may seek a protective order or other appropriate
remedy.  In the event that such protective order or other remedy is
not obtained, the Executive shall furnish only that portion of such Confidential
Information or take only such action as is legally required by the subject
subpoena or binding order and shall exercise his reasonable efforts to obtain
reliable assurance that confidential treatment shall be accorded any such
Confidential Information.  The Company shall promptly pay (upon
receipt of invoices and any other reasonably related, non-privileged
documentation as may be requested by the Company) all reasonable expenses and
fees incurred by the Executive, including, without limitation, reasonable
attorneys’ fees, in connection with his compliance with the immediately
preceding sentence.






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b. Noncompetition.  The
Executive agrees that for a two (2) year period commencing on the Effective Date
(the “Restricted
Period”), the Executive shall not, without the prior written consent of
the Company, directly or indirectly, and whether as principal or investor or as
an employee, officer, director, manager, partner, consultant, agent or
otherwise, alone or in association with any other person, firm, corporation or
other business organization, carry on a Competing Business (as hereinafter
defined) in any geographic area in which any member of the Company Group has
engaged, is engaged, or will engage during such period, in a Competing Business
(including, without limitation, any area in which any customer of any member of
the Company Group may be located).  For purposes of this Section 8.b.,
carrying on a “Competing Business”
means to engage in any business engaged in by any member of the Company Group
during the one (1) year period prior to the Effective Date; provided, however, that nothing
herein shall limit the Executive’s right to own not more than one percent (1%)
of any of the debt or equity securities of any business organization that is
then filing reports with the Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended.




c. Non-Solicitation.  The
Executive agrees that during the Restricted Period, the Executive shall not
directly or indirectly (i) interfere with or attempt to interfere with any
person who is, or was during the then most recent twelve (12) month period, an
employee, officer, director, representative or agent of any member of the
Company Group, or solicit, induce or attempt to solicit or induce any of them to
leave the employ or service of the Company Group or violate the terms of their
contracts, or any service arrangements, with such entities; (ii) induce or
attempt to induce any employee of any member of the Company Group to leave the
employ of any member of the Company Group, or interfere in any way with the
relationship between any member of the Company Group and any employee of any
member of the Company Group; or (iii) induce or attempt to induce any customer,
supplier, licensee or other business relation of any member of the Company Group
to cease doing business with any member of the Company Group, or in any way
interfere with the relationship between Company Group and any customer,
supplier, licensee or other business relation of any member of the Company
Group.  As used herein, the term “indirectly” shall
include, without limitation, the Executive’s permitting the use of the
Executive’s name by any competitor of any member of the Company Group to induce
or interfere with any employee or business relationship of any member of the
Company Group.






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9. Certain
Remedies .




a. Remedies.  Without
intending to limit the remedies available to the Company Group, including, but
not limited to, those set forth in Section 9.b. hereof, the Executive agrees
that a breach of any of the covenants contained in this Agreement may result in
material and irreparable injury to the Company Group for which there is no
adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of such a breach or threat thereof,
the Company and/or any member of the Company Group shall be entitled to seek a
temporary restraining order or a preliminary or permanent injunction, or both,
without bond or other security, restraining the Executive from engaging in
activities prohibited by the covenants contained in this Agreement or such other
relief as may be required specifically to enforce any of the covenants contained
in this Agreement.  Such injunctive relief in any court shall be
available to any member of the Company Group in lieu of, or prior to or pending
determination in, any arbitration proceeding.




b. Cessation of
Payments.  In the event that the Executive (i) files any
charge, claim, demand, action or arbitration with regard to the Executive’s
employment, compensation or termination of employment under any federal, state,
local or foreign law, rule or regulation, or an arbitration under any industry
regulatory entity, except in either case for a claim for breach of this
Agreement or failure to honor the obligation set forth herein, or (ii) willfully
breaches any of the covenants contained in this Agreement, the Company shall be
entitled to cease making any payments due hereunder.




10. Release .




a. General Release by
Executive.  In consideration of the payments and benefits
provided to the Executive under this Agreement and after consultation with
counsel, the Executive, and each of the Executive’s respective, heirs,
executors, administrators, representatives, agents, successors and assigns
(collectively, the “Releasors”) hereby
irrevocably and unconditionally release and forever discharge the Company Group
and each of their respective officers, employees, directors, shareholders and
agents from any and all claims, actions, causes of action, rights, judgments,
obligations, damages, demands, accountings or liabilities of whatever kind or
character (collectively, “Claims”), including,
without limitation, any Claims under any federal, state, local or foreign law
that the Releasors may have, or in the future may possess, arising out of (i)
the Executive’s employment relationship with and service as an employee, officer
or director of any member of the Company Group, and the termination of such
relationship or service, (ii) the Employment Agreement, or (iii) any event,
condition, circumstance or obligation that occurred, existed or arose on or
prior to the date the Executive signs this Agreement; provided, however, that the
release set forth in this Section 10.a. shall not apply to (A) the
obligations of the Company under this Agreement and (B) any indemnification
rights the Executive may have in accordance with the governance instruments of
any member of the Company Group or under any director and officer liability
insurance maintained by any member of the Company Group with respect to
liabilities arising as a result of the Executive’s service as an officer,
director or employee of any member of the Company Group.  The
Releasors further agree that the payments and benefits described in this
Agreement shall be in full satisfaction of any and all Claims for payments or
benefits, whether express or implied, that the Releasors may have against the
Company Group arising out of the Executive’s employment relationship or the
Executive’s service as an employee and officer of any member of the Company
Group and the termination thereof.






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b. Specific Release of ADEA
Claims by Executive.  In further consideration of the payments
and benefits provided to the Executive under this Agreement, the Releasors
hereby unconditionally release and forever discharge the Company Group, and each
of their respective officers, employees, directors, shareholders and agents from
any and all Claims that the Releasors may have as of the date the Executive
signs this Agreement arising under the Federal Age Discrimination in Employment
Act of 1967, as amended, and the applicable rules and regulations promulgated
thereunder (“ADEA”).  By
signing this Agreement, the Executive hereby acknowledges and confirms the
following:  (i) the Executive was advised by the Company in
connection with his retirement to consult with an attorney of his choice prior
to signing this Agreement and to have such attorney explain to the Executive the
terms of this Agreement, including, without limitation, the terms relating to
the Executive release of claims arising under ADEA and, the Executive has in
fact consulted with an attorney; (ii) the Executive was given a period of
not fewer than twenty-one (21) days to consider the terms of this Agreement and
to consult with an attorney of his choosing with respect thereto; (iii) the
Executive is providing the release and discharge set forth in this Section
10.b., only in exchange for consideration in addition to anything of value to
which the Executive is already entitled; and (iv) that the Executive
knowingly and voluntarily accepts the terms of this Agreement.




c. Release by the
Company.  The Company, on behalf of itself and the Company
Group, in exchange for the consideration embodied in this Agreement, hereby
unconditionally and irrevocably waives, releases, and forever discharges the
Executive from all Claims which the Company Group may have or in the future may
possess against the Executive arising out of the Executive’s employment
relationship with and service as an employee, officer or director of the Company
and its subsidiaries and affiliates, and the termination of such relationship or
service; provided, however, that the
Company Group does not waive any rights under this Agreement.




d. No
Assignment.  The Executive and the Company each represent and
warrant that they have not assigned any of the Claims being released under this
Section 10.




e. Claims.  The
Executive and the Company each agree that they have not instituted, assisted or
otherwise participated in connection with, any action, complaint, claim, charge,
grievance, arbitration, lawsuit, or administrative agency proceeding, or action
at law or otherwise against any member of the Company Group or any of their
respective officers, employees, directors, shareholders or agents, with respect
to the matters being released.




11. Miscellaneous .




a. Entire
Agreement.  This Agreement, including the provisions
incorporated herein, sets forth the entire agreement and understanding of the
parties hereto with respect to the matters covered hereby and supersedes and
replaces any express or implied, written or oral, prior agreement, plan or
arrangement with respect to the terms of the Executive’s employment and the
termination thereof which the Executive may have had with the Company Group
(including, without limitation, the Employment Agreement), but excluding the
Stock Option Plan, the Consulting Agreement and any of the plans referenced in
Section 2, of this Agreement.  Except as set forth in Section 11.b
(ii) hereof, this Agreement may be amended only by a written document signed by
the parties hereto.






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b. Section
409A.




(i) If any
amounts that become due under Section 3 of this Agreement constitute
“nonqualified deferred compensation” within the meaning of 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.




(ii) 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 (A) the date which is the
first (1st)
business day following the date that is six (6) months after the
Executive’s Separation from Service for any reason other than death or
(B) the Executive’s date of death.  The provisions of this
Section 11.b. (ii) shall only apply if required to comply with
Section 409A.




(iii) 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.




(iv) 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:  (x) comply with,
or avoid being subject to, Section 409A, (y) avoid the imposition of
taxes, interest and penalties under Section 409A, and/or (z) maintain,
to the maximum extent practicable, the original intent of the applicable
provision without contravening the provisions of Section 409A. This
Section 11.b.(iv) 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.




(v) 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.






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c. Certain Additional
Payments.




(i) In the
event that any amount or benefit paid, distributed or otherwise provided to the
Executive by the Company pursuant to this Agreement determined without regard to
any additional payment required under this Section 13 (the “Covered
Payments”), would be subject to the excise tax imposed by
Section 409A  or any interest or penalties payable with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then
the Executive shall be entitled to receive from the Company an additional
payment (the “Gross-Up
Payment,”) in an amount that shall fund the payment by the Executive of
any Excise Tax on the Covered Payments, as well as all income and employment
taxes on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment
and any interest or penalties imposed with respect to income and employment
taxes imposed on the Gross-Up Payment.  For this purpose, all income
taxes will be assumed to apply to the Executive at the highest marginal
rate.




(ii) A
nationally recognized firm of independent accountants, selected by the Company
shall perform the foregoing calculations.  The Company shall bear all
expenses with respect to the determinations by such accounting firm required to
be made hereunder.  Such accounting firm shall apply the provisions of
this Section 11.c. in a reasonable manner and in good faith in accordance
with then prevailing practices in the interpretation and application of Section
409A.  For purposes of applying the provisions of this
Section 11.c., the Company shall be entitled to rely on the written advice
of legal counsel or such accounting firm as to whether one or more Covered
Payments is subject to the provisions of Section 409A.




(iii) The
accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to the Company
and the Executive within thirty (30) calendar days after the date that such
accounting firm has been engaged to make such determinations or such other time
as requested by the Company or the Executive.  If the accounting firm
determines that no Excise Tax is payable with respect to a Covered Payment, it
shall furnish the Company and the Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
such Covered Payment.  Any good faith determinations of the accounting
firm made hereunder shall be final, binding, and conclusive upon the Company and
the Executive.




(iv) The
Gross-Up Payment shall be paid within thirty (30) days after such amount is
determined by the Company in accordance with the provisions of this
Section 11.c., but in no event later than the last day of the calendar year
following the calendar year in which the Executive remits the Excise
Tax.




d. Withholding
Taxes.  Any payments made or benefits provided to the Executive
under this Agreement shall be reduced by any applicable withholding
taxes.






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e. Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, without giving effect to the
conflicts of laws principles thereof.




f. Waiver.  The
failure of any party to this Agreement to enforce any of its terms, provisions
or covenants shall not be construed as a waiver of the same or of the right of
such party to enforce the same.  Waiver by any party hereto of any
breach or default by another party of any term or provision of this Agreement
shall not operate as a waiver of any other breach or default.




g. Severability.  In
the event that any one or more of the provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remainder of the Agreement shall not in any way be
affected or impaired thereby.  Moreover, if any one or more of the
provisions contained in this Agreement shall be held to be excessively broad as
to duration, activity or subject, such provisions shall be construed by limiting
and reducing them so as to be enforceable to the maximum extent allowed by
applicable law.




h. Notices.  Any
notices required or made pursuant to this Agreement shall be in writing and
shall be deemed to have been given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, as
follows:




if
to EXECUTIVE:




Edmund J.
Moriarty


P.O. Box
210337


West Palm
Beach, FL  33421





if
to the COMPANY:




B/E Aerospace, Inc.


1400 Corporate Center Way


Wellington,
FL  33414


Attn:  General
Counsel





or to such
other address as either party may furnish to the other in writing in accordance
with this Section 11.h.  Notices of change of address shall be
effective only upon receipt.




i. Descriptive
Headings.  The paragraph headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.




j. Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which, together, shall constitute one and the same
agreement.




k. Successors and
Assigns.  Except as otherwise provided herein, this Agreement
shall inure to the benefit of and be enforceable by the Executive and the
Company and their respective heirs, executors, administrators, representatives,
agents, successors and assigns.






11




l. Litigation.  Each
of the Executive and the Company submits to the  jurisdiction of any
federal court sitting in the State of Florida, County of Palm Beach (or if such
federal court does not have or declines jurisdiction, in a state court of
competent jurisdiction sitting in the State of Florida, County of Palm Beach) in any
action or proceeding arising out of or relating to this Agreement and agrees
that all claims in respect of the action or proceeding shall be heard and
determined exclusively in any such court.  Each of the Executive and
the Company also agrees not to bring any action or proceeding arising out of or
relating to this Agreement in any other court or forum.  Each of the
Executive and the Company waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety,
or other security that might be required of the other party with respect
thereto. Each party agrees that a final judgment in any action or proceeding so
brought shall be conclusive and may be enforced by a suit on the judgment or in
any other manner provided by law or at equity.  For purposes of this
Agreement, a “final judgment” shall mean a judgment that cannot be appealed or
is not appealed in the applicable time period.




12. Revocation .  The
Executive shall have the right to revoke this Agreement during the seven (7) day
period (the “Revocation Period”)
commencing immediately following the date the Executive signs and delivers this
Agreement to the Company.  The Revocation Period shall expire at 5:00
p.m. Eastern Standard Time on the last day of the Revocation Period; provided, however, that if such
seventh day is not a business day, the Revocation Period shall extend to 5:00
p.m. Eastern Standard Time on the next succeeding business day.  If
the Company does not receive written revocation from the Executive within such
seven (7) day period, this Agreement shall become effective upon expiration of
such seven (7) day period.  In the event Executive revokes this
Agreement, all obligations of the parties under this Agreement shall terminate
and be of no further force and effect as of the date of such
revocation.  No such revocation by the Executive shall be effective
unless it is in writing and signed by the Executive and received by the Company
prior to the expiration of the Revocation Period.




13. Effective Date of
Agreement .  This
Agreement shall not become effective until the day following the last day of the
Revocation Period.




IN WITNESS
WHEREOF, the Company has executed this Agreement as of the date first set forth
above and the Executive has executed this Agreement as of the date set forth
below (or, if the Executive does not include a date under the Executive’s
signature line, the date set forth shall be the date this Agreement, signed by
the Executive, is received by the Company).




BE
      Aerospace, Inc.By:
              /s/
      Thomas
      P. McCaffreyName:
              Thomas
      P. McCaffreyTitle:
              Senior
      Vice President and Chief Financial
Officer





12




THE EXECUTIVE HEREBY
ACKNOWLEDGES THAT (I) HE HAS CAREFULLY READ THIS AGREEMENT AND HE FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENT AND THE BINDING EFFECT OF THE RELEASE OF
CLAIMS CONTAINED HEREIN; (II) HE HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY
AND OF HIS OWN FREE WILL; (III) HE HAS NOT RELIED UPON ANY REPRESENTATION OR
STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN THIS AGREEMENT; AND (IV) HE HAS
BEEN GIVEN THE OPPORTUNITY AND ENCOURAGED TO CONSULT WITH AN
ATTORNEY.




ACCEPTED
      AND AGREED:BE
      Aerospace, Inc./s/
      Edmund
      J. Moriarty
                                                                                                                                                                        
                                                                                                                                                                        /s/
      Thomas
      P. McCaffreyEdmund
      J. Moriarty
                                                                                                                                                                        
                                                                                                                                                                        Thomas
      P. McCaffreySenior
      Vice President and Chief Financial OfficerDate:





13




Appendix
A










AWARD DATE
                  RESTRICTED SHARES
                  VESTING DATENov.
      15, 2006
                  5,335
                  Nov.
      15, 2009Nov.
      15, 2006
                  5,336
                  Nov.
      15, 2010Nov.
      15, 2007
                  1,392
                  Nov.
      15, 2009Nov.
      15, 2007
                  1,392
                  Nov.
      15, 2010Nov.
      15, 2007
                  1,391
                  Nov.
      15, 2011








A-1