exv10w7






Exhibit 10.7




 





Spirit

AeroSystems

Holdings, Inc.

Amended and

Restated

Executive

Incentive Plan




 





October 20, 2008




 









 





SPIRIT AEROSYSTEMS HOLDINGS, INC.

AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN




Table of Contents




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE I — PURPOSE
	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.01.
	 	Purpose	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II — DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2.01.
	 	Affiliate	 	 	1	 
	Section 2.02.
	 	Board of Directors	 	 	2	 
	Section 2.03.
	 	Change in Control	 	 	2	 
	Section 2.04.
	 	Closing Date	 	 	2	 
	Section 2.05.
	 	Committee	 	 	2	 
	Section 2.06.
	 	Company	 	 	2	 
	Section 2.07.
	 	Employee	 	 	2	 
	Section 2.08.
	 	Employer	 	 	2	 
	Section 2.09.
	 	Liquidity Event	 	 	2	 
	Section 2.10.
	 	Market Value	 	 	3	 
	Section 2.11.
	 	Onex	 	 	3	 
	Section 2.12.
	 	Participant	 	 	3	 
	Section 2.13.
	 	Person	 	 	3	 
	Section 2.14.
	 	Plan	 	 	3	 
	Section 2.15.
	 	Plan Year	 	 	4	 
	Section 2.16.
	 	Return on Invested Capital	 	 	4	 
	Section 2.17.
	 	Separation from Service	 	 	4	 
	Section 2.18.
	 	Sole Discretion	 	 	4	 
	Section 2.19.
	 	Termination For Cause	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE III — ELIGIBILITY	 	 	5	 
	 
	 	 	 	 	 	 
	Section 3.01.
	 	Eligibility	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV — PURCHASES OF STOCK	 	 	5	 
	 
	 	 	 	 	 	 
	Section 4.01.
	 	Purchases of Stock	 	 	5	 
	Section 4.02.
	 	Purchase Price	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE V — GRANTS OF RESTRICTED SHARES	 	 	5	 
	 
	 	 	 	 	 	 
	Section 5.01.
	 	Grants of Restricted Shares	 	 	5	 
	Section 5.02.
	 	Interest in Restricted Shares	 	 	6	 






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	Section 5.03.
	 	Dividends	 	 	12	 
	Section 5.04.
	 	No Rights of Stockholder	 	 	12	 
	Section 5.05.
	 	Sale of Restricted Shares to Pay Taxes	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE VI — CONDITIONS AND RESTRICTIONS	 	 	13	 
	 
	 	 	 	 	 	 
	Section 6.01.
	 	General Conditions and Restrictions	 	 	13	 
	Section 6.02.
	 	Restriction on Transfer of Shares	 	 	13	 
	Section 6.03.
	 	Legends	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VII — ADMINISTRATION	 	 	14	 
	 
	 	 	 	 	 	 
	Section 7.01.
	 	Committee	 	 	14	 
	Section 7.02.
	 	Reliance on Certificates, etc.	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE VIII — AMENDMENT AND TERMINATION	 	 	15	 
	 
	 	 	 	 	 	 
	Section 8.01.
	 	Amendment and Termination	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE IX — MISCELLANEOUS	 	 	15	 
	 
	 	 	 	 	 	 
	Section 9.01.
	 	Effective Date	 	 	15	 
	Section 9.02.
	 	Payments Net of Withholding	 	 	15	 
	Section 9.03.
	 	Binding on Successors	 	 	16	 
	Section 9.04.
	 	State Law	 	 	16	 
	Section 9.05.
	 	Headings	 	 	16	 
	Section 9.06.
	 	Notices	 	 	16	 
	Section 9.07.
	 	Severability	 	 	16	 
	Section 9.08.
	 	No Contract of Employment	 	 	16	 
	Section 9.09.
	 	Government and Other Regulations	 	 	16	 
	Section 9.10.
	 	Nonexclusivity of the Plan	 	 	16	 






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SPIRIT AEROSYSTEMS HOLDINGS, INC.

AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN




     WITNESSETH: That;



     WHEREAS, the Company sponsors and maintains the Spirit AeroSystems Holdings, Inc. Executive
Incentive Plan (the “Plan”) through which it has provided Participants with the opportunity to
acquire an equity interest in the Company through the purchase and granting of shares of Class B
Common Stock, par value $0.01 per share (the “Common Stock”), in the Company; and



     WHEREAS, it has become desirable to amend and restate the Plan in its entirety; and



     WHEREAS, the Board of Directors of the Company has reviewed the terms and provisions of this
amended and restated document and found them satisfactory.



     NOW, THEREFORE, the Company hereby adopts this amended and restated plan document on the terms
and conditions set forth herein. The Plan shall hereafter be known as the “Spirit AeroSystems
Holdings, Inc. Amended and Restated Executive Incentive Plan.”



ARTICLE I — PURPOSE




     Section 1.01. Purpose. The purpose of the Plan is to provide Participants with the
opportunity to acquire an equity interest in the Company through the sale and/or grant of shares of
Common Stock (“Shares”) by the Company to the Participants, subject to certain conditions and
restrictions, as set forth in the Plan. The maximum aggregate number of Shares that may be
purchased by or granted to the Participants under the Plan shall be 5,000,000 Shares.



ARTICLE II — DEFINITIONS




     For purposes of the Plan, the following terms shall have the following meanings, unless the
context clearly indicates otherwise.



     Section 2.01. Affiliate means, with respect to any Person, (a) any director or
executive officer of such Person, (b) any spouse, parent, sibling, descendant or trust for the
exclusive benefit of such Person or his or her spouse, parent, sibling or descendant (or the
spouse, parent, sibling or descendant of any director or executive officer of such Person), and (c)
any other Person that, directly or indirectly, controls or is controlled by or is under common
control with such Person. For the purpose of this definition, (i) “control” (including with
correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as
used with respect to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of



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such Person, whether through the ownership of
voting securities, status as a general partner, or by contract or otherwise and (ii) Onex shall be
deemed to control any Person controlled by Gerald W. Schwartz so long as Mr. Schwartz controls Onex
Corporation.



     Section 2.02. Board of Directors means the Board of Directors of the Company.



     Section 2.03. Change in Control means a transaction pursuant to which a Person, or
more than one Person acting as a group (in either case, however, excluding Onex), acquires (i) more
than 50% of the total voting power of the stock of the Company (including, but not limited to,
acquisition by merger, consolidation, recapitalization, reorganization or sale or transfer of the
Company’s equity interests) or (ii) all or substantially all of the assets of the Company or Spirit
AeroSystems, Inc. and all or substantially all of the proceeds from such transaction are
distributed to the stockholders of the Company.



     Section 2.04. Closing Date means June 16, 2005, being the closing date of the sale of
assets from The Boeing Company to Spirit AeroSystems, Inc. (f/k/a Mid-Western Aircraft Systems,
Inc.), pursuant to that certain Asset Purchase Agreement by and between The Boeing Company and
Mid-Western Aircraft Systems, Inc., dated as of February 22, 2005 (the “Asset Purchase Agreement”).



     Section 2.05. Committee means the Board of Directors or a committee appointed by, and
serving at the pleasure of, the Board of Directors for purposes of administering the Plan, which
committee shall operate under rules and procedures established by the Board of Directors from time
to time for such purpose.



     Section 2.06. Company means Spirit AeroSystems Holdings, Inc., a Delaware corporation,
or its successor.



     Section 2.07. Employee means a consultant or independent contractor of the Employer or
any individual who is employed and compensated (by a payroll check issued directly from the
Employer or Employer agent to the Employee or direct payroll deposit made to the Employee’s
account) by the Employer or Employer agent.



     Section 2.08. Employer means the Company, Spirit AeroSystems, Inc. (or its successor),
and any other entity that adopts this Plan with the consent and approval of the Committee.



     Section 2.09. Liquidity Event means any of the following events:




	 	A.	 	A Change in Control; or
	 
	 	B.	 	A sale of Shares or other equity securities of the Company by Onex (whether
by merger, consolidation, recapitalization, reorganization or sale or transfer of the
Company’s equity interests) which does not constitute a Change in Control, other than
a sale of Shares (i) to a Person included in the definition of “Onex” contained in
this Plan, or (ii) within 180 days following the Closing Date, to one or more of
Onex’s institutional co-investors.




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     Section 2.10. Market Value means, with respect to a Share at the time of a Liquidity
Event (or deemed Liquidity Event), an amount equal to A. divided by B. where:




	 	(a)	 	“A” equals (i) the unencumbered value of the Company, determined in
accordance with recommendations from management of the Company or Spirit AeroSystems,
Inc., which recommendations shall be based upon appropriate valuation factors,
including earnings and multiples of earnings of comparable companies, less (ii) total
outstanding debts, capitalized leases, and other obligations of the Company, whether
secured or unsecured, and the preference amount of any outstanding preferred stock;
and
	 
	 	(b)	 	“B” equals the total number of outstanding shares of common stock of the
Company plus the total number of shares of common stock of the Company issued or
issuable upon exercise, exchange, or conversion of any outstanding options, warrants,
or other rights or convertible securities exercisable or exchangeable for, or
convertible into, common stock of the Company, less any shares or other equity
interests in which the holder thereof has not acquired an interest on or before the
date of the Liquidity Event (or deemed Liquidity Event), determined, if necessary, on
an iterated basis (e.g., in the case of Restricted Shares, which shall be iterated to
the nearest one-hundredth of a percent of Return on Invested Capital).





     The determination of Market Value shall be made by the Board of Directors, in its Sole
Discretion; provided, however, that (i) on an initial public offering, the Market
Value shall equal the sale price in such initial public offering, net of underwriting commissions
and discounts, and (ii) following an initial public offering, if the stock of the Company becomes
listed or quoted on a nationally recognized market or exchange, from and after that date, Market
Value shall mean the closing price per share of common stock of the Company.



     Section 2.11. Onex means Onex Partners LP, Onex Corporation or any Affiliate of Onex
Partners or Onex Corporation, including, for purposes of this Plan, (a) any Person which has
granted to Onex Partners, Onex Corporation or any of their respective Affiliates the right to vote
or dispose of such Person’s Shares (other than pursuant to the Stockholders Agreement (as defined
below)) and (b) any employee, officer or director of Onex Corporation.



     Section 2.12. Participant means an Employee who has been designated by the Committee
as eligible to participate in this Plan pursuant to Section 3.01. Where the context requires, the term “Participant” also shall
include a former Participant.



     Section 2.13. Person means an individual, trust, estate, partnership, limited
liability company, association, corporation, or other entity.



     Section 2.14. Plan means this Spirit AeroSystems Holdings, Inc. Amended and Restated
Executive Incentive Plan, as amended.



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     Section 2.15. Plan Year means the 12-month period commencing January 1 each year.



     Section 2.16. Return on Invested Capital means, as of the date (the “Measurement
Date”) of a Liquidity Event (or deemed Liquidity Event, in accordance with Section 5.02.D.3), the
result produced using the XIRR function of Microsoft Excel (or comparable software package that
provides for a similar calculation or algorithm), for the following values and dates: (1) each
amount actually received by Onex in respect of Shares (input as a positive number), on a cumulative
basis, as a result of all Liquidity Events occurring on or prior to the applicable Measurement
Date, as of the date of receipt by Onex; (2) the Applicable Percentage (as defined below) of each
dividend (input as a positive number), on a cumulative basis, actually paid by the Company to Onex
on or prior to the applicable Measurement Date, as of the date of receipt by Onex; and (3) the
Applicable Percentage of the amount of each equity investment made by Onex in the Company (input as
a negative number) as of the date of such investment. “Applicable Percentage” means the percentage
determined under Section 5.02.B.



     The determination of Return on Invested Capital shall be made by the Committee, in its Sole
Discretion.



     Section 2.17. Separation from Service means the termination of employment (including
termination of a consulting or independent contractor arrangement) with the Employer. The term
includes, but is not limited to, a termination which arises from a Participant’s death, disability,
discharge (with or without cause), or voluntary termination. In the case of an employee, the term
shall not include any temporary absences due to vacation, sickness, or other leaves of absence
granted to a Participant by the Employer. A Separation from Service shall not be deemed to occur,
however, upon a transfer involving any combination of any entity comprising the Employer.



     Section 2.18. Sole Discretion means the right and power to decide a matter, which
right may be exercised arbitrarily at any time and from time to time.



     Section 2.19. Termination For Cause means, with respect to a Participant, a Separation
from Service involving (i) gross negligence or willful misconduct in the exercise of a
Participant’s responsibilities; (ii) breach of fiduciary duty with respect to the Employer; (iii)
material breach of any provision of an employment or consulting contract; (iv) the commission of a felony crime or crime
involving moral turpitude; (v) theft, fraud, misappropriation, or embezzlement (or suspicion of the
same); (vi) willful violation of any federal, state, or local law (except traffic violations and
other similar matters not involving moral turpitude); or (vii) refusal to obey any resolution or
direction of the Participant’s supervisor or the Board of Directors. The Committee shall
determine, in its Sole Discretion, whether, for purposes of the Plan, a Participant has incurred a
Separation from Service that is a Termination for Cause. The foregoing definition of Termination
For Cause shall apply only to this Plan and no other plan, agreement or arrangement to which the
Company or any of its subsidiaries is a party.



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ARTICLE III — ELIGIBILITY




     Section 3.01. Eligibility. The Committee shall have the unrestricted right and power,
which may be exercised in its Sole Discretion at any time and from time to time, to designate
Employees who are eligible to participate in the Plan.



ARTICLE IV — PURCHASES OF STOCK




     Section 4.01. Purchases of Stock. Shares of common stock in the Company (“Shares”)
may be offered for purchase by Participants in accordance with the terms and provisions of the Plan
at such time and in such manner as the Committee may determine, in its Sole Discretion. If the
total number of Shares subscribed for by Participants in an offering exceeds the total number of
Shares available for purchase by Participants under the Plan, the Committee shall make an
allocation of the available Shares as it shall determine to be equitable (it being understood that
neither the Board of Directors nor the Committee shall be obligated to sell or grant all of the
Shares allocated by the Company for issuance under this Plan). Participation by a Participant in
any offer of Shares under the Plan shall neither limit nor require participation by the Participant
in any other offer of Shares under Plan, it being within the Sole Discretion of the Committee to
determine the individuals eligible to participate in the Plan and in any offer of Shares under
Plan. The Shares may be either previously issued Shares that have been reacquired by the Company
or authorized but unissued Shares, as the Board of Directors shall from time to time determine. If
any Shares offered for purchase by Participants under the Plan are not purchased, such Shares shall
again become available to be offered for purchase by Participants pursuant to the Plan.



     Section 4.02. Purchase Price. The price per Share offered for purchase by
Participants under the Plan shall be approved by the Board of Directors in its Sole Discretion. A
Participant purchasing Shares under the Plan shall pay the purchase price for such Shares in
immediately available funds or such other consideration, as determined by the Committee in its Sole
Discretion, delivered to the Company at the time and in the manner established by the Committee.



ARTICLE V — GRANTS OF RESTRICTED SHARES




     Section 5.01. Grants of Restricted Shares. The Committee shall have the right from
time to time to grant Shares with such restrictions and contingencies described in this Plan (the
“Restricted Shares”) to Participants (it being understood that neither the Board of Directors nor
the Committee shall be obligated to sell or grant all of the Shares allocated by the Company for
issuance under this Plan). Participation by a Participant in any grant of Shares under the Plan
shall neither limit nor require participation by the Participant in any other grant of Shares under
Plan, it being within the Sole Discretion of the Committee to determine the individuals eligible to
participate in the Plan and in a grant of Shares under Plan. The Shares may be either previously
issued Shares that have been reacquired by the Company or authorized but unissued Shares, as the
Board of Directors shall from time to time determine, in its Sole Discretion. If any Participant’s
interest in Shares granted under



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the Plan terminates, any Shares in which the Participant has no further interest shall again become available to be granted under the Plan.



     Section 5.02. Interest in Restricted Shares. A Participant granted Restricted Shares
by the Company under the Plan shall have no interest in those Restricted Shares upon grant and
shall acquire an interest in those Restricted Shares only as provided in this Section 5.02.



     Upon a Liquidity Event, the interest in Shares acquired by a Participant at such time shall,
subject to Section 5.02.D., be determined in accordance with the following formula:



	 	 	 	 	 
	X = (A x B x C x D) — E
	 
	 	 	 	 
	Solve for X where:
	 
	 	 	 	 
	A

	 	=
	 	The percentage determined under Paragraph A below
	B

	 	=
	 	The percentage determined under Paragraph B below
	C

	 	=
	 	The percentage determined under Paragraph C below
	D

	 	=
	 	Total number of Restricted Shares granted to a Participant
under this Plan
	E

	 	=
	 	Total number of Restricted Shares, if any, for which a
Participant has acquired an interest under the Plan






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	 	A.	 	Return on Invested Capital at Liquidity. The percentage determined
under this Paragraph A. upon a Liquidity Event shall be the applicable percentage that
corresponds to the Return on Invested Capital realized by Onex upon such Liquidity
Event, determined in accordance with the following table.





	 	 	 	 	 	 	 	 	 
	 	 	Return on	 	Applicable
	Invested Capital	 	Percentage
	 
	 	 	 	 	 	 	 	 
	 
	 	0% or less	 	 	0.00	%
	 
	 	More than 0% but not more than 10%	 	 	25.00	%
	 
	 	 	11	%	 	 	28.13	%
	 
	 	 	12	%	 	 	31.25	%
	 
	 	 	13	%	 	 	34.38	%
	 
	 	 	14	%	 	 	37.50	%
	 
	 	 	15	%	 	 	40.63	%
	 
	 	 	16	%	 	 	43.75	%
	 
	 	 	17	%	 	 	46.88	%
	 
	 	 	18	%	 	 	75.00	%
	 
	 	 	19	%	 	 	78.13	%
	 
	 	 	20	%	 	 	81.25	%
	 
	 	 	21	%	 	 	84.38	%
	 
	 	 	22	%	 	 	87.50	%
	 
	 	 	23	%	 	 	90.63	%
	 
	 	 	24	%	 	 	93.75	%
	 
	 	 	25	%	 	 	96.88	%
	 
	 	26% or more	 	 	100.00	%







	 	 	 	For purposes of the foregoing, if the Return on Invested Capital is greater than
10% but less than 26% and is not a whole percentage, the applicable percentage
shall be interpolated to take into account the partial percentage of Return on
Invested Capital; provided, however, that for purposes of
interpolating the applicable percentage that corresponds to a Return on Invested
Capital of greater than 17% but less than 18%, the applicable percentage
corresponding to a Return on Capital of 18% shall be deemed to be 50.00%. For
example, if the Return on Invested Capital is 17.5%, the applicable percentage is
48.44% (46.88% plus one-half the difference between 46.88% and 50.00%). All
percentages shall be rounded to the nearest one-hundredth of a percent.
	 
	 	 	 	Notwithstanding the foregoing, the Committee may, in its Sole Discretion, increase
the percentage determined under this Paragraph A. with respect to a Participant, if
the Committee determines it is in the best interests of the Company to do so.
	 
	 	B.	 	Portion of Interest Liquidated. The percentage determined under this
Paragraph B. upon a Liquidity Event shall be the total percentage of Onex’s




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	 	 	 	total equity investment in the Company that has been liquidated, taking into
account the current Liquidity Event and all prior Liquidity Events (if any).
	 
	 	 	 	Notwithstanding the foregoing, the Committee may, in its Sole Discretion, increase
the percentage determined under this Paragraph B. with respect to a Participant, if
the Committee determines it is in the best interests of the Company to do so.
	 
	 	C.	 	Period of Service. The percentage determined under this Paragraph C.
upon a Liquidity Event shall be as follows:






	 	1.	 	For each Participant actively performing services for the
Employer on the date of the Liquidity Event, 100%; and
	 
	 	2.	 	For each Participant not actively performing services for the
Employer on the date of the Liquidity Event, the applicable percentage
corresponding to the number of years of service after the Grant Date (as
defined below) with which the Participant has been credited under the Plan,
determined by the Committee in its Sole Discretion in accordance with the
following table.





	 	 	 	 	 	 	 	 	 
	 	 	Years	 	Applicable
	of Service	 	Percentage
	 	 	 	 	 	 	 	 	 
	 
	 	Less than 1	 	 	0.00	%
	 
	 	1 but less than 2	 	 	20.00	%
	 
	 	2 but less than 3	 	 	40.00	%
	 
	 	3 but less than 4	 	 	60.00	%
	 
	 	4 but less than 5	 	 	80.00	%
	 
	 	5 or more	 	 	100.00	%







	 	 	 	A Participant shall be credited with one year of service after the Closing
Date for each 12-month period ending on an anniversary of the date
Restricted Shares was granted to the Participant (the “Grant Date,” except
that if the date of grant is within 60 days of the Closing Date, the Grant
Date shall be deemed to be the Closing Date) during which the Participant
had continuously performed services for the Employer.






	 	 	 	Notwithstanding the foregoing, the Committee may, in its Sole Discretion, credit a
Participant with additional years of service after the applicable Grant Date or
otherwise increase the percentage determined under this Paragraph C., if the
Committee, in its Sole Discretion, determines it is in the best interests of the
Company to do so.




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	 	D.	 	Operating Rules. The following rules also shall apply.






	 	1.	 	Future Liquidity Events. Following the occurrence of
a Liquidity Event, the provisions of this Section 5.02 may again be applied to
such Participant upon a later Liquidity Event to determine whether the
Participant may acquire an interest in any remaining Restricted Shares granted
to the Participant under the Plan.
	 
	 	2.	 	Change in Control. In the event of a Change in
Control in which Onex retains a portion of its equity interest in the Company,
if a Participant actively performing services for the Employer on the date of
the Change in Control has been credited with fewer than 5 years of service
after the applicable Grant Date at such time, the following rules shall apply
for purposes of determining the value of “C” in the formula in Section 5.02
above for any future Liquidity Event (or deemed Liquidity Event).






	 	a.	 	For any Participant that either (i) is not
offered continued employment with the Employer (or its successor) in
a position having a title, duties, compensation, and geographic
location that are, in all material respects, comparable to, or more
favorable than, the position held by the Participant with the
Employer at the time of the Change in Control (a “Comparable
Position”), or (ii) continues to perform services for the Employer
(or its successor) after the Change in Control but, within twelve
months following the Change in Control, (a) is involuntarily
terminated (other than a Termination For Cause) or (b) is assigned to
a position that is not a Comparable Position, the value of “C” in the
formula in Section 5.02 shall be 100%.
	 
	 	b.	 	For any Participant that is offered a
Comparable Position with the Employer (or its successor) following
the Change in Control and declines to accept such offer and does not
continue performing services for the Employer (or its successor), the
value of “C” in the formula in Section 5.02 shall be the applicable
percentage corresponding to the number of years service after the
applicable Grant Date with which the Participant was credited at the
time of the Change in Control, determined under the following table.




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	 	 	Years	 	Applicable
	of Service	 	Percentage
	 	 	 	 	 	 	 	 	 
	 
	 	Less than 1	 	 	50.00	%
	 
	 	1 but less than 2	 	 	60.00	%
	 
	 	2 but less than 3	 	 	70.00	%
	 
	 	3 but less than 4	 	 	80.00	%
	 
	 	4 but less than 5	 	 	90.00	%
	 
	 	5 or more	 	 	100.00	%







	 	c.	 	For any Participant who is offered a
Comparable Position with the Employer (or its successor) following
the Change in Control, accepts such position, and is not
involuntarily terminated (other than a Termination For Cause) or
assigned to a position that is not a Comparable Position within
twelve months following the Change in Control, the value of “C” in
the formula in Section 5.02 shall continue to be determined under
Paragraph C. above.






	 	3.	 	Ten-Year Limit. On the 10th anniversary of the
Closing Date, the provisions of this Section 5.02 will be applied as if a
Liquidity Event occurred on such date, and a final determination will be made
at that time whether or to what extent the Participant will acquire an
interest in any remaining Shares granted to the Participant under the Plan.
For purposes of applying the provisions of this Section 5.02 in such event,
the percentages determined under Sections 5.02.B. and 5.02.C. will be deemed
to be 100%.
	 
	 	4.	 	Termination of Interest in Restricted Shares.






	 	a.	 	Separation from Service. Except as
provided in this Section 5.02, in the event a Participant incurs a
Separation from Service, the Participant will no longer be credited
with any additional years of service after the applicable Grant Date.
To the extent such Participant would acquire an interest in
additional Restricted Shares under the Plan only upon crediting of
additional years of service after the applicable Grant Date, such
interest shall terminate upon such Separation from Service and such
additional Restricted Shares shall be forfeited to the Company
without any payment therefor.
	 
	 	 	 	Notwithstanding any other provision of the Plan, if a Participant
incurs a Separation from Service that is a Termination For Cause,
the Participant shall not acquire any additional interest in
Restricted Shares granted to the Participant under the Plan in
connection with any subsequent




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	 	 	 	Liquidity Event, and such Restricted Shares shall be forfeited to
the Company without any payment therefor.
	 
	 	b.	 	Final Determination of Interests.
Upon disposition by Onex of all of its equity interest or remaining
equity interest in the Company or upon the occurrence of a deemed
Liquidity Event in accordance with Section 5.02.D.3. above, any
Participant’s interest in Restricted Shares that the Participant does
not acquire at such time shall terminate and shall be forfeited to
the Company without any payment therefor.






	 	E.	 	Example. The provisions of this Section 5.02 may be illustrated in
part by the following example.
	 
	 	 	 	A Participant has been granted 100 Restricted Shares under the Plan. Common stock
of Spirit AeroSystems Holdings, Inc. held by Onex representing 20% of Onex’s equity
investment is sold in a private sale. The Participant is actively performing
services for the Employer on the date of the sale. Return on Invested Capital is
calculated as of the date of the sale and is determined to be 18%. The percentage
determined under Paragraph A. above is 75%, because that is the applicable
percentage corresponding to the Return on Invested Capital. The percentage
determined under Paragraph B. above is 20%, because that is the portion of Onex’s
equity investment in the Company that has been liquidated. The percentage
determined under Paragraph C. above is 100%, because the Participant is actively
performing services for the Employer on the date of the sale. Accordingly, the
Participant acquires an interest in 15 of the 100 Restricted Shares ([.75 x .20 x
1.00 x 100] — 0 = 15).
	 
	 	 	 	One year later, another Liquidity Event occurs, and Onex disposes of an additional
40% of its equity interest in the Company (for a total of 60%). At the time of the
Liquidity Event, the Participant is actively performing services for the Employer
and has been credited with 5 years of service after the Closing Date. Return on
Invested Capital is calculated as of the date of the Liquidity Event and is
determined to be 22%. The percentage determined under Paragraph A. above is
87.50%, because that is the applicable percentage corresponding to the Return on
Invested Capital. The percentage determined under Paragraph B. above is 60%,
because that is the total amount of Onex’s total equity investment in the Company
that has been liquidated in all Liquidity Events (including the current Liquidity
Event). The percentage determined under Paragraph C. above is 100%, because the
Participant is actively performing services for the Employer on the date of the
Liquidity Event. Accordingly, the Participant acquires an interest in 37.5 of the
remaining 85 Restricted Shares ([.875 x .60 x 1.0 x 100] — 15 = 37.5).
	 
	 	 	 	Whether and to what extent the Participant will acquire an interest in the 47.5
Restricted Shares the Participant continues to hold will be determined at the time
of any future Liquidity Event (or deemed Liquidity Event).




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     Section 5.03. Dividends. Dividends declared by the Board of Directors with respect to
Shares shall, with respect to any Restricted Shares, be cumulated and paid to the Participant only
at the time, and to the extent that, the Participant acquires an interest in any such Restricted
Shares in accordance with this Article V.



     Section 5.04. No Rights of Stockholder. Restricted Shares shall not be subject to
transfer or assignment, and a Participant shall not have the rights of a stockholder in the Company
with respect to any Restricted Shares unless and until the Participant acquires an interest in such
Restricted Shares in accordance with this Article V.



     Section 5.05. Sale of Restricted Shares to Pay Taxes. Notwithstanding any other
provision of this Plan, if, at the time a Participant is no longer subject to a substantial risk of
forfeiture (within the meaning of Code Section 83) with respect to any Restricted Shares granted to
the Participant under the Plan, those Restricted Shares are not yet transferrable (e.g., because
the Participant has not yet acquired an interest in the Restricted Shares under the provisions of
Section 5.02), the Participant will be permitted to sell, during a limited period established by
the Committee, a portion of those Restricted Shares necessary to facilitate payment of required
withholding taxes with respect to those Restricted Shares. The amount of required withholding tax
and the corresponding number of Restricted Shares that qualify for this limited sale right will be
determined by the Employer (through one or more of its officers or agents), in its Sole Discretion,
but utilizing only supplemental-rate (flat-rate) withholding methodology (or similar methodology
uniformly applied to affected Participants under which the amount of withholding is not subject to
modification or manipulation, directly or indirectly, by Participants). As a condition precedent
to this limited sale right, the Participant agrees to transfer to the Employer an amount of the
sale proceeds equal to the amount of the required withholdings. The Committee will have the right,
in its Sole Discretion, to require, as a condition precedent to this limited sale right, that the
Participant execute such agreements or documents (e.g., power of attorney) as the Committee deems
necessary or appropriate.



     A Participant who does not wish to exercise the limited sale right described in this Section
must deliver to the Employer, in immediately available funds at least 2 business days before the
date the Employer must remit to the appropriate taxing authorities the required withholding taxes
with respect to the Restricted Shares described in this Section, an amount equal to such required
withholding taxes, as determined by the Employer. A Participant who does not timely deliver to the
Employer the amount described in the preceding sentence must exercise the limited sale right
described in this Section and must, in advance of a sale date, deliver to the Employer such
agreements or documents (e.g., power of attorney) as the Committee deems necessary or appropriate
to effectuate the sale of stock, unless the Employer, in its Sole Discretion, elects to fund the
Participant’s required withholding taxes in one or both of the following ways: (i) reduce the
Participant’s Restricted Shares described in this Section by a number of whole or fractional Shares
(as determined by the Employer, in its Sole Discretion), the value of which will be applied to
satisfy such withholdings; or (ii) withhold from amounts otherwise payable to the Participant by the Employer, including, but not
limited to, cash compensation. Failure by a Participant to provide for payment of



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required withholding taxes in connection with Restricted Shares described in this Section will cause the
Participant never to acquire an interest in those Restricted Shares.



ARTICLE VI — CONDITIONS AND RESTRICTIONS




     Section 6.01. General Conditions and Restrictions. The Committee shall have the
unrestricted right and power, in its Sole Discretion, to determine the number of Shares to be
offered or granted to a Participant under the Plan and to establish such other terms, conditions,
restrictions, or procedures related to an offer or grant of Shares as the Committee deems necessary
or appropriate, including, but not limited to, requiring, as a condition precedent to the sale and
purchase of Shares under the Plan, that a Participant execute the Investor Stockholders Agreement,
dated as of June 16, 2005, between the Company and its shareholders (the “Stockholders Agreement”),
and such other agreements with the Company and/or other shareholders in the Company as the
Committee deems necessary or appropriate, in such form and substance as may be satisfactory to the
Committee. Shares of stock in the Company acquired under the Plan shall be subject to any and all
terms, conditions, and restrictions set forth in the Company’s certificate of incorporation and
bylaws, as well as the Stockholders Agreement and any other agreement entered into with respect to
such Shares.



     Section 6.02. Restriction on Transfer of Shares. Shares acquired under this Plan
shall be subject to such conditions and restrictions on transfer as are set forth in the Company’s
certificate of incorporation and bylaws, as well as the Stockholders Agreement and any other
agreement entered into with respect to such Shares.



     Section 6.03. Legends. All certificates representing Shares (including Restricted
Shares) issued under this Plan shall bear (until, in the opinion of counsel, which opinion must be
reasonably satisfactory in form and substance to counsel for the Company, it is no longer necessary
or required) the following legends:




The securities represented by this document have not been registered
under the Securities Act of 1933, as amended (the “Act”), and may not
be sold, transferred, offered for sale, pledged, or hypothecated in
the absence of an effective registration statement as to the
securities under the Act or an opinion of counsel satisfactory to
Spirit AeroSystems Holdings, Inc. and its counsel that such
registration is not required.




The securities represented by this document are subject to the terms
and conditions, including restrictions on transfer, of a Stockholders
Agreement among Spirit AeroSystems Holdings, Inc. and its
stockholders, as amended from time to time, a copy of which is on file at the principal office of Spirit AeroSystems
Holdings, Inc.



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In addition, certificates representing Restricted Shares shall bear (until, in the opinion of
counsel, which opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) the following legend:





The securities represented by this document are subject to the terms,
conditions, restrictions, and contingencies, including restrictions on
transfer and risk of forfeiture, contained in the Spirit AeroSystems
Holdings, Inc. Amended and Restated Executive Incentive Plan, as
amended from time to time, a copy of which is on file at the principal
office of Spirit AeroSystems Holdings, Inc.



ARTICLE VII — ADMINISTRATION




     Section 7.01. Committee. The Committee shall have full power to administer this Plan
in all of its details, which powers shall include, but are not limited to, the authority, in
addition to all other powers provided by this Plan, to:




	 	A.	 	Determine in its Sole Discretion the eligibility of any individual to
participate in the Plan;
	 
	 	B.	 	Make discretionary interpretations regarding the terms of the Plan and make
factual findings with respect to any issue arising under the Plan, including, but not
limited to, the power to determine whether an individual is eligible to participate in
the Plan or receive benefits under the Plan and whether an individual has incurred a
Separation from Service, with its interpretation to be final and conclusive;
	 
	 	C.	 	Make and enforce such rules and regulations as it deems necessary or proper
for the efficient administration of this Plan;
	 
	 	D.	 	Appoint such agents, specialists, legal counsel, accountants, consultants, or
other persons as the Committee deems advisable to assist in administering the Plan;
and
	 
	 	E.	 	Maintain all records of the Plan.





     Section 7.02. Reliance on Certificates, etc. The members of the Committee, the Board
of Directors, and the officers and employees of the Company shall be entitled to rely on all
certificates and reports made by any duly appointed accountants and on all opinions given by any duly appointed
legal counsel. Such legal counsel may be counsel for the Employer.



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ARTICLE VIII — AMENDMENT AND TERMINATION




     Section 8.01. Amendment and Termination. The Board of Directors may, at any time,
suspend or terminate the Plan and shall have the right to alter or amend the Plan or any part
thereof at any time and from time to time as it may, in its Sole Discretion, deem proper and in the
best interests of the Company; provided, however, that no such termination,
suspension, alteration, or amendment shall, without the consent of the Participant, deprive a
Participant of any interest in Shares previously acquired by the Participant under this Plan,
subject to the terms and conditions of the Company’s certificate of incorporation and bylaws, the
Stockholders Agreement, and any other agreement entered into with respect to such Shares. Any
termination, suspension, alteration, or amendment of the Plan may be made by the Board of Directors
without action on the part of the stockholders of the Company. Upon termination of the Plan, the
rights of each Participant in any Shares the Participant is not entitled to receive shall
terminate.



ARTICLE IX — MISCELLANEOUS




     Section 9.01. Effective Date. This amended and restated plan document is effective
from and after October 20, 2008, being the date of approval by the Board of Directors of the
amendments reflected in this document.



     Section 9.02. Payments Net of Withholding. Notwithstanding any other provision of the
Plan, all transfers or payments in connection with this Plan will be net of any amount sufficient
to satisfy all federal, state, and local withholding-tax requirements.



     With respect to Shares (including Restricted Shares) granted or transferred to a Participant
in connection with this Plan, any required withholdings may be accomplished by any of the following
methods (or any combination of the following methods), as determined by the Committee in its Sole
Discretion: (i) the total number of Shares granted or transferred to the Participant may be reduced
by a number of whole or fractional Shares (as determined by the Committee, in its Sole Discretion),
the value of which will be applied to satisfy such withholdings or reductions, but if the value of
the Shares so withheld exceeds the amount of such withholdings or reductions, such excess will be
paid in cash to the Participant within 21/2 months after the date the withholding occurs; (ii) the
amount of the withholdings or reductions may be withheld from amounts otherwise payable to the
Participant by the Employer, including, but not limited to, cash compensation; (iii) the
Participant may be required, as a condition precedent to transfer or release of the Shares, to make
a payment to the Employer in an amount equal to the amount of the withholdings (e.g., by selling a
sufficient number of Shares); or (iv) such other method or combination of methods as the Committee
deems appropriate, in its Sole Discretion.



     Shares granted or transferred under the Plan will be subject to any and all terms, conditions,
and restrictions set forth in the Company’s certificate of incorporation and bylaws (each as
amended and in effect from time to time) and any agreement entered into with respect to such
Shares. The Committee will have the right, in its Sole Discretion, to require, as a condition
precedent to the grant, transfer, or release of any Shares hereunder,



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that the transferee execute such agreements or documents (e.g., power of attorney) as the Committee deems necessary or
appropriate.



     Section 9.03. Binding on Successors. This Plan shall be binding upon all
Participants, their respective heirs, and personal representatives, and upon the Employer, its
successors, and assigns.



     Section 9.04. State Law. This Plan and all agreements entered into under the Plan
shall be governed, construed, administered, and regulated in all respects under the laws of the
State of Delaware, without regard to the principles of conflicts of law, to the extent such laws
are not preempted by the laws of the United States of America. Any action concerning the Plan or
any agreement entered into under the Plan shall be maintained exclusively in the state or federal
courts in Delaware.



     Section 9.05. Headings. The headings used in this Plan are inserted for reference
purposes only and shall not be deemed to limit or affect in any way the meaning or interpretation
of any of the terms or provisions herein.



     Section 9.06. Notices. Any notices or communications permitted or required to be
given herein by any Participant, the Company, the Committee, the Employer, or any other person
shall be deemed given either (i) when delivered, or (ii) three days after being placed in the
United States mail in an envelope addressed to the last communicated address of the person to whom
the notice is being given, with adequate postage thereon prepaid.



     Section 9.07. Severability. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provisions thereof,
and the Plan shall be construed and enforced as if such provisions had not been included.



     Section 9.08. No Contract of Employment. Nothing contained herein shall be construed
to constitute a contract of employment between any employee and any employer. Nothing herein
contained shall be deemed to give any employee the right to be retained in the employ of an
employer or to interfere with the right of the employer to discharge any employee at any time
without regard to the effect such discharge might have on the employee as a Participant under this
Plan.



     Section 9.09. Government and Other Regulations. The obligation of the Company to sell
and deliver Shares under the Plan shall be subject to all applicable laws, rules, and regulations
and such approvals by any governmental agencies as may be required, including, but not limited to,
the effectiveness of a registration statement under the Securities Act of 1933, as amended, as
deemed necessary or appropriate by legal counsel for the Company.



     Section 9.10. Nonexclusivity of the Plan. The adoption of the Plan by the Board of
Directors shall not be construed as creating any limitations on the power of the Board of Directors
to adopt such other incentive arrangements as it may deem desirable.



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     IN WITNESS WHEREOF, the Company has caused this amended and restated plan document to be
executed by a duly authorized officer on the       day of                               , 2008, to be effective as
of October 20, 2008.



	 	 	 	 	 
	 	SPIRIT AEROSYSTEMS HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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