Exhibit






EXHIBIT 10.60






      SEPARATION AGREEMENT AND RELEASE




THIS SEPARATION AGREEMENT AND RELEASE (the "Agreement") is made and entered into as of this 6th day of December, 2015, by and between Spirit Aerosystems, Inc. (the "Company"), Spirit Aerosystems Holdings, Inc., the parent of the Company (the "Parent"), and Jon Lammers (the "Executive").




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


1.         Resignation.     The  Executive  shall  resign  from  his  position  as  Senior   Vice President, General Counsel and Corporate Secretary of the Company and from all other positions he holds as an officer of the Company, the Parent or any of their respective subsidiaries effective January 3, 2016 (the  "Separation Date"), and the  Company  and  the  Executive  agree  that Executive's employment with the Company  will  terminate at the end  of  the  day  on  the Separation  Date.   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.


2.     Payments.


(a)        Payments.    As severance, the Company shall pay the Executive three separate lump sum payments of Six Hundred Thousand Dollars ($600,000.00) each, subject to this Agreement becoming effective as described in Paragraph 10(c).  The amounts to be paid hereunder shall be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). The first such Six Hundred Thousand Dollar ($600,000.00)  payment  shall  be  made  in  January  of  2016,  in  accordance with Treasury Regulation Section 1.409A-l(b)(4). The second payment shall be made on September 30, 2016, and  the  third  payment  shall  be  made  on  March  31,  2017,  both  in  accordance  with  the requirements under Treasury Regulation Section 1.409A-1(c)(3)(v). The Company and the Executive acknowledge and agree that the payments made under this Paragraph 2(a) are "wages" for purposes of FICA, FUTA and income tax withholding and such taxes shall be withheld from the payments made hereunder.  Five thousand  dollars ($5,000.00) of the payments  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 payments  shall  be  in  consideration of the release 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)       Other  Benefits and Other  Continuing  Rights.    In addition  to the above payments, the Company shall (1) pay the full premium for the Executive's family continuation coverage  under  the  Company's  medical  and  dental  insurance  plans  ("COBRA coverage") through July 31, 2017 or the date 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;  and  (2)  pay  up  to Twenty  Thousand  Dollars  ($20,000)  to an outplacement agency  selected  by the Company, for outplacement services  provided  to the Executive, as monitored  by the Company, with payments to be made pursuant  to terms to be agreed  between the Company  and the outplacement agency. The Executive  agrees  that, except  for (1) his accrued  base salary  earned  through  the Separation Date,  (2)  unused  earned   time  off  ("ETO")  to  which  the  Executive   was  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  Spirit  AeroSystems Holdings, Inc. Omnibus  Incentive  Plan ("OIP") (including  the  Short-Term  Incentive  Program  ("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 in this Agreement, 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  (i) may elect to continue  his family  health  and dental  insurance coverage,  as mandated  by COBRA, which may continue  to the extent required  by applicable law and shall be paid for by the Company  to the extent  required by this Agreement, and (ii) shall be entitled   to  receive  his  account   balance  and  accrued   benefit, as  applicable,  under  the  DCP (including   the  December   2015  contribution)  and  Parent's  Retirement  and  Savings   Plan  in accordance  with the terms of such plan, and (iii) shall be entitled  to perquisite  benefits for 2016.


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.


(c)        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 within thirty (30) days  from  the date of this Agreement, and the Company  shall process such expenses  promptly. Any expenses submitted after this thirty (30) day period will not be paid.


(d)        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, l0(a) and 14 of the 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.













3.          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,  insurers,  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,  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  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,  the 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 of employment-related claims  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 that  certain  Amended  and  Restated  Employment  Agreement  between  the  Executive  and  the Company,   entered   into  on  September 18, 2012  to  be  effective as of  July  24,  2012  (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 V II 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 of 2008; 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  in  the  scope  of  the  release,  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, 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 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,  or permit to be brought, filed, or claimed any action, cause of action, or proceeding (except for any claim for unemployment benefits) 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; provided, however, that Executive may accept any unemployment benefits he is awarded by the Kansas Department of Labor.


5.     [Intentionally Omitted]


6.         No Disparaging, Untrue Or Misleading Statements.  The Executive represents and agrees that he will not knowingly make to any third party any disparaging, untrue, or misleading written or oral statements about or relating to the Company or Parent or their products or services (or about or relating to any officer, director, agent, employee, or other person acting on the Company or  Parent's  behalf);  provided,  however,  that the foregoing  provision  shall  not  be effective with respect to any information required to be disclosed by the Executive by the order of a court or administrative agency, subpoena, or other legal or administrative demand; provided, further, however, that (i) in the event that the Executive seeks to make any such statement pursuant  to  the  order  of  a  court  or  administrative  agency,  subpoena,  or  other  legal   or administrative  demand,  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 (at  the  Company's  expense)  to  defend  against  the  compulsory  disclosure, and  permit  the Company to participate with counsel of its choice in any proceeding relating to the compulsory disclosure and (ii) any such disclosure shall be subject to the Executive's obligations with regard to the Company's and the Parent's  attorney-client and work product privileged information set forth in Paragraph 7.  The Company and the Parent agree to use reasonable efforts to ensure that its "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; provided, however, that the foregoing provision shall not be effective with respect to any information required to be disclosed by the Company or Parent's named executive officers or Board members by the order of a court or administrative agency, subpoena, or other legal or administrative demand; provided, further, however, that in the event that the Company or Parent seeks to make any such statement pursuant to the order of a court or administrative agency, subpoena, or other legal or administrative demand, it will cooperate with the Executive and provide the Executive with prompt written notice of such request, take all steps requested by the Executive (at the Executive's expense) to defend against the compulsory disclosure, and permit the Executive to participate with counsel of his choice in any proceeding relating to the compulsory disclosure.


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. During the course of the Executive's employment he received and was privy to the Company's and the Parent's attorney-client and work product privileged information. The Executive specifically acknowledges and agrees that he does not have  the  authority  to  address  the  Company's  and  Parent's  legal  affairs  or  to  waive  the Company's and Parent's attorney-client privilege or work product privilege, and agrees that he will  not  disclose  any  such  information.  Confidential  information  does  not  include  any information  that  has  been  otherwise  publicly disclosed  or  made  publicly  available  by  the Company or 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 disclosed to the Executive's attorney to determine  whether he should enter into this Agreement, or if necessary, to enforce the terms of this  Agreement.


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  (at  the  Company's  expense)  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, except that the term of the non-compete in Section 4(c) of the Employment Agreement shall be narrowed to one (1) year after the Separation Date, and Section 4(d) shall be stricken and replaced with the following: 


"(d) Non-Solicitation.  In addition, during the term of the Employee's employment by the Company and for a period of one (1) year after termination of such employment, neither Employee  nor  any  person  or  entity  with  Employee's  assistance  nor  any  entity  that  the Employee directly or indirectly controls shall, directly or indirectly, (1) solicit or take any action to induce (A) any employee to quit or terminate their employment with the Company or the Company's  affiliates or (B) any customer to cease doing business with, or reduce or 









modify its business with, the Company or the Company's affiliates, or (2) employ as an employee, independent contractor, consultant, or in any other position, any person who was an employee of the Company or the Company's affiliates at any time during the six (6) month period prior to the date of such hire."


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  the  Agreement  so  that,  once  modified,  the  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.


l 0.     Miscellaneous Provisions.


(a)       Non-Disclosure.   Other than as mandated  by law, 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 other  than his attorney, accountant, tax advisor, or immediate family.   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 December 1, 2015, 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 he is to return this Agreement, as executed, by January 3, 2016. If the Executive returns the executed  Agreement prior to January 3, 2016, he shall, as a condition to his entitlement to receive payments under Paragraph 2, return an executed reaffirmed signature page on January 3, 2016.  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 the 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 the Agreement, the remainder of the 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.    Except for the Executive's  iPad, iPhone and home printer which are not required to be returned to the Company, on or before the Separation Date, the Executive shall have returned to the Company all of the Company's and the Parent's and their respective subsidiaries' property that was 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, except as amended by this Agreement. 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.   The Executive understands and acknowledges that 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 and reasonable notice, the Executive agrees to provide his reasonable 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 i n 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 reasonably appropriate  by  the  Company;  provided  that  the  Company shall  make  reasonable  efforts  to minimize  disruption  of  the  Executive's  other  activities.  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 the 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 the 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 l7(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 EMPLOYMENT-RELATED 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 Release consisting of twelve (12) pages effective as of the first date set forth above.


SPIRIT AEROSYSTEMS, INC.






By: /s/ Sam Marnick                                 
Its:  SVP/Chief Administration Officer        /s/ Jon Lammers
Jon Lammers


SPIRIT AEROSYSTEMS HOLDINGS, INC.
By: /s/ Sam Marnick                                 
Its:  SVP/Chief Administration Officer