exv10w4






Exhibit 10.4




 




Spirit

AeroSystems

Holdings, Inc.

Fourth Amended

and Restated

Long-Term

Incentive Plan







 



August 2, 2011












 





SPIRIT AEROSYSTEMS HOLDINGS, INC.

FOURTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN




Table of Contents




	 	 	 	 	 
	 	 	Page	 
	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. Code
	 	 	2	 
	Section 2.05. Committee
	 	 	2	 
	Section 2.06. Company
	 	 	2	 
	Section 2.07. Effective Date
	 	 	2	 
	Section 2.08. Employee
	 	 	2	 
	Section 2.09. Employer
	 	 	2	 
	Section 2.10. Onex
	 	 	2	 
	Section 2.11. Participant
	 	 	3	 
	Section 2.12. Person
	 	 	3	 
	Section 2.13. Plan
	 	 	3	 
	Section 2.14 Separation from Service
	 	 	3	 
	Section 2.15. Shares
	 	 	3	 
	Section 2.16. Sole Discretion
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III — ELIGIBILITY
	 	 	3	 
	 
	 	 	 	 
	Section 3.01. Eligibility
	 	 	3	 
	 
	 	 	 	 
	ARTICLE IV — GRANTS OF SHARES
	 	 	3	 
	 
	 	 	 	 
	Section 4.01. Grants and Related Awards
	 	 	3	 
	Section 4.02. Lapse Restriction
	 	 	4	 
	Section 4.03. Additional Conditions
	 	 	5	 
	Section 4.04. Restriction on Transfer of Shares
	 	 	5	 
	Section 4.05. Dividends
	 	 	6	 
	Section 4.06. Limitations on Stockholder Rights
	 	 	6	 
	Section 4.07. Certificates and Legends
	 	 	6	 






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	 	 	Page	 
	ARTICLE V — ADMINISTRATION
	 	 	6	 
	 
	 	 	 	 
	Section 5.01. Committee
	 	 	6	 
	Section 5.02. Reliance on Certificates, etc.
	 	 	7	 
	Section 5.03. Plan Records
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI — AMENDMENT AND TERMINATION
	 	 	7	 
	 
	 	 	 	 
	Section 6.01. Amendment
	 	 	7	 
	Section 6.02. Termination
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VII — MISCELLANEOUS
	 	 	8	 
	 
	 	 	 	 
	Section 7.01. Effective Date
	 	 	8	 
	Section 7.02. Payments and Transfers Net of Withholding
	 	 	8	 
	Section 7.03. Binding on Successors
	 	 	8	 
	Section 7.04. Adoption by Other Employers
	 	 	9	 
	Section 7.05. Headings
	 	 	9	 
	Section 7.06. Notices
	 	 	9	 
	Section 7.07. Severability
	 	 	9	 
	Section 7.08. No Contract of Employment
	 	 	9	 
	Section 7.09. Certain Limitations
	 	 	9	 
	Section 7.10. State Law
	 	 	9	 
	Section 7.11. Government and Other Regulations
	 	 	10	 
	Section 7.12. Nonexclusivity of the Plan
	 	 	10	 






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SPIRIT AEROSYSTEMS HOLDINGS, INC.

FOURTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN




     W I T N E S S E T H : That;



     WHEREAS, the Company sponsors and maintains the Spirit AeroSystems Holdings, Inc. Third
Amended and Restated Long-Term Incentive Plan (the “Plan”), pursuant to which specified incentive
benefits are provided to Participants in the form of shares of the Company’s common stock, on the
terms and conditions set forth herein; and



     WHEREAS, the Company desires to amend the Plan; 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 hereof
and found them satisfactory.



     NOW, THEREFORE, effective as of the Effective Date, the Company hereby adopts this fourth
amended and restated Plan on the terms and conditions set forth herein, which Plan will be known as
the “Spirit AeroSystems Holdings, Inc. Fourth Amended and Restated Long-Term Incentive Plan.”



ARTICLE I — PURPOSE




     Section 1.01. Purpose. The purpose of the Plan is to provide specified benefits in
the form of Shares to Employees who are eligible to participate in the Plan, subject to certain
conditions and restrictions, as set forth in the Plan. The maximum aggregate number of Shares that
may be granted to Participants under the Plan shall be 6,400,000 shares of the Company’s Class A
common stock.



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



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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 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 (i) a transaction pursuant to which a Person, or
more than one Person acting as a group (in either case, however, excluding Onex), acquires 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); (ii) a merger or consolidation involving the Company in which the
Company is not the surviving entity; or (iii) a transaction that is a sale or transfer of all or
substantially all of the assets of the Company or Spirit AeroSystems, Inc. to a Person other than
Onex, if all or substantially all of the proceeds from such transaction are distributed to the
stockholders of the Company.



     Section 2.04. Code means the Internal Revenue Code of 1986, as amended.



     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. Effective Date has the meaning set forth in Section 7.01.



     Section 2.08. 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) by the Employer.



     Section 2.09. 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 2.10. 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; and (b) any employee, officer or director of Onex Corporation.



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     Section 2.11. 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 2.12. Person means an individual, trust, estate, partnership, limited
liability company, association, corporation, or other entity.



     Section 2.13. Plan means this Spirit AeroSystems Holdings, Inc. Fourth Amended and
Restated Long-Term Incentive Plan, as amended.



     Section 2.14. 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 2.15. Shares means shares of the Company’s common stock.



     Section 2.16. 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.



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 this Plan. The Committee also shall have the right,
in its Sole Discretion, to terminate an individual’s future participation in this Plan.



ARTICLE IV — GRANTS OF SHARES




     Section 4.01. Grants and Related Awards. The Committee may make grants of Shares to
Participants under this Plan (which Shares shall be subject to the restrictions contained in this
Plan and are referred to in this Plan as “Restricted Shares”) at such times, in such amounts, and
subject to such terms, conditions, and restrictions as the Committee may determine, in its Sole
Discretion. From and after April 22, 2008 (the effective date of the adoption of the second
amended and restated plan document for the Plan), grants of Shares under the Plan may be made only
in shares of the Company’s Class A common stock.



     In connection with a grant of Restricted Shares to a Participant, the Committee may establish
such terms, conditions, restrictions, or procedures related to the grant as the



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Committee deems
necessary or appropriate, including, but not limited to, requiring, as a condition precedent to
such grant that a Participant execute a shareholders’ agreement or other documents or agreements as
the Committee deems necessary or appropriate, in such form and substance as may be satisfactory to
the Committee in its Sole Discretion. Participation by a Participant in any grant of Restricted
Shares under the Plan shall neither limit nor require participation by the Participant in any other
benefits under the 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 the Plan. The
Restricted 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 Restricted Shares granted under the Plan are subsequently forfeited, such Shares shall again
become available to be granted under the Plan.




     Although Restricted Shares granted under the Plan are subject to certain lapse restrictions
set forth in this Article IV and are substantially nonvested upon grant, grants of such Shares are
intended to constitute transfers of such Shares within the meaning of Code Section 83 upon grant.
Accordingly, Participants receiving grants of Restricted Shares under the Plan will be eligible to
make an election under Code Section 83(b) with respect to Restricted Shares at the time such Shares
are granted, subject to complying with all applicable requirements for making such an election,
including, but not limited to, the requirement that such election be made within 30 days after the
date of transfer.



     In the event of a Change in Control, each Participant who is employed by the Employer on the
date of the closing of the Change in Control or who was involuntarily terminated by the Employer
without cause during the 90-day period ending on the date of the closing of the Change in Control
will receive a cash award equal to the dollar value of the award of Shares that would have been
made under this Plan to such Participant in the ordinary course of business within the 12-month
period following the date of the Change in Control (i.e., the current year’s award that typically
would be granted the following May), based on the Participant’s annual base pay as in effect on the
date of closing of the Change in Control (or the date of the Participant’s involuntary termination,
if earlier). Payment of this cash award will be made as soon as administratively practicable on or
after the date of the
closing of the Change in Control, but in no event later than 21/2 months after the earlier of
(i) the closing of the Change in Control; or (ii) the last day of the year in which the
Participant’s employment terminates, if employment terminates prior to the closing of the Change in
Control.



     Section 4.02. Lapse Restriction. Restricted Shares granted under the Plan to a
Participant on or after December 1, 2006 will be substantially nonvested upon grant and will be
subject to restrictions that will lapse only if and to the extent the Participant satisfies the
following vesting schedule, unless a different schedule is designated by the Committee or the Board
in connection with the grant:



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	Years of Service After the Grant Date	 	Vested Percentage
	Less than 2
	 	 	0	%
	2 but less than 3
	 	 	33	%
	3 but less than 4
	 	 	66	%
	4 or more
	 	 	100	%






     A Participant will be credited with a year of service after the grant date for each 12-month
period after the grant date during which the Participant is continuously performing services (or
deemed to be continuously performing services) for the Employer. However, the Committee may at any
time, in its Sole Discretion, credit a Participant with additional service after the date
Restricted Shares are granted to the Participant or otherwise accelerate vesting or remove
restrictions with respect to Restricted Shares granted under the Plan, if the Committee determines,
in its Sole Discretion, it is in the best interests of the Company to do so. In addition, in the
event of a Change in Control, each Participant who is employed by the Employer on the date of the
closing of the Change in Control or who was involuntarily terminated by the Employer without cause
during the 90-day period ending on the date of the closing of the Change in Control will be
automatically fully (100%) vested with respect to all of the Restricted Shares previously granted
under the Plan (and not previously forfeited) so that, immediately prior to the closing of the
Change in Control, such Shares will no longer be subject to any lapse restriction or risk of
forfeiture imposed in connection with this Plan.



     Restricted Shares granted to a Participant shall be deemed to have been granted as of the date
designated and prescribed by the Committee. Except as provided above, if a Separation from Service
occurs following a grant of Restricted Shares and prior to completion of the prescribed vesting
schedule, the nonvested Restricted Shares will be forfeited and will again be available for grant
under the Plan.



     Restricted Shares granted prior to December 1, 2006 shall be subject to the terms and
conditions of this Plan at the time such Restricted Shares were granted.



     Section 4.03. Additional Conditions. Shares 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 any stockholders agreement and any other agreement entered
into with respect to such Shares.



     Section 4.04. 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 any stockholders agreement, and any other
agreement entered into with respect to such Shares. Any voluntary or involuntary sale, assignment,
transfer, or exchange of Shares acquired under the Plan that fails to satisfy or comply with any
applicable condition or restriction on such sale, assignment, transfer, or exchange shall be void
and of no effect and shall not bind or be recognized by the Company. No Shares may be transferred
unless the transferee first executes, acknowledges, and delivers to the Company such instruments as
the Company may deem necessary or advisable to effect the transfer.



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     Section 4.05. 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
if and at the time, and to the extent that, the restrictions imposed with respect to such
Restricted Shares lapse in accordance with this Article IV and the Restricted Shares become
substantially vested.



     Section 4.06. Limitations on Stockholder Rights. Restricted Shares shall not be
subject to transfer or assignment, and a Participant granted Restricted Shares will not have the
right to vote such shares or otherwise exercise the rights of a stockholder in the Company with
respect to Restricted Shares unless and until the restrictions imposed with respect to such
Restricted Shares in accordance with this Article IV lapse and the Restricted Shares become
substantially vested.



     Section 4.07. Certificates and Legends. The Company may, but shall not be required
to, issue certificates with respect to Restricted Shares granted under the Plan. If certificates
representing Restricted Shares are issued, such certificates will 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. Fourth
Amended and Restated Long-Term 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 V — ADMINISTRATION




     Section 5.01. 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.	 	Compute the amounts payable for any Participant or other person in accordance
with the provisions of the Plan, determine the manner and time for making such
payments in accordance with the provisions of the Plan, and




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	 	 	 	determine and authorize
the person or persons to whom such payments will be paid;






	 	D.	 	Receive and review claims for benefits and render decisions respecting such
claims under the Plan;
	 
	 	E.	 	Make and enforce such rules and regulations as it deems necessary or proper
for the efficient administration of this Plan;
	 
	 	F.	 	Appoint such agents, specialists, legal counsel, accountants, consultants, or
other persons as the Committee deems advisable to assist in administering the Plan;
and
	 
	 	G.	 	Maintain all records of the Plan.





     Section 5.02. 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.



     Section 5.03. Plan Records. In all matters related to administration of the Plan, the
official determinations and records of the Plan, as made, identified, and maintained by the
Committee, in its Sole Discretion, will control. In the event of any discrepancy between the
official determinations and records of
the Plan and any other document or communication, the official determinations and records of
the Plan will control.



ARTICLE VI — AMENDMENT AND TERMINATION




     Section 6.01. Amendment. The Board of Directors reserves the right, at will, at any
time and from time to time, to modify, alter, or amend this Plan (including without limitation a
retroactive modification, alteration, or amendment), in whole or in part, and any such
modification, alteration, or amendment shall be binding upon the Company, the Committee, each
Participant, any adopting Employer, and all other persons; provided, however, that
no amendment shall, without a Participant’s (or present interest Beneficiary’s) written consent,
materially diminish the rights of the Participant with respect to grants of Shares or Restricted
Shares previously made to the Participant under the Plan. Notwithstanding the foregoing, no
consent shall be required and the Board of Directors shall have the right to modify, alter, or
amend this Plan (including a retroactive modification, alteration or amendment), at will and at any
time, if it determines, in its Sole Discretion, that such amendment is necessary to comply with
applicable law, which shall include, but shall not be limited to, the right to retroactively apply
any amendments necessary to comply with any provision of the Code or any judicial or administrative
guidance.



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     Section 6.02. Termination. The Company will have no obligation whatsoever to maintain
this Plan for any given length of time and may, at will and at any time, discontinue or terminate
this Plan in whole or in part. In addition, an adopting Employer shall have the right to
discontinue or terminate its participation in this Plan as to its Employees. No complete or
partial discontinuance or termination of the Plan shall, without a Participant’s (or present
interest Beneficiary’s) written consent, materially diminish the rights of the Participant with
respect to grants of Shares or Restricted Shares previously made to the Participant under the Plan.



ARTICLE VII — MISCELLANEOUS




     Section 7.01. Effective Date. This fourth amended and restated Plan shall be
effective from and after the date of its adoption and approval by the Board of Directors (the
“Effective Date”).



     Section 7.02. Payments and Transfers Net of Withholding. Notwithstanding any
other provision of the Plan, all payments and transfers shall be net of any amount sufficient to
satisfy all federal, state, and local withholding tax requirements, and shall also be net of all
amounts owed by Participant to the Employer.



     With respect to Shares granted to a Participant under this Plan, any required withholdings or
reductions 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 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 other amounts payable to the Participant by the Employer, including, but not limited
to, other 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 or reductions (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.



     The Committee will have the right, in its Sole Discretion, to require, as a condition
precedent to the transfer or release of any Shares granted under this Plan, that the transferee
execute such agreements or documents (e.g., power of attorney) as the Committee deems necessary or
appropriate.



     Section 7.03. 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.



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     Section 7.04. Adoption by Other Employers. Any employer, corporation or other entity
with employees now in existence or hereafter formed or acquired, which is not already an Employer
under this Plan, and which is otherwise legally eligible, may in the future, with the consent and
approval of the Company, adopt this Plan, and thereby, from and after the specified effective date,
become an Employer under this Plan. However, the sole and absolute right to amend the Plan is
reserved to the Company. It shall not be necessary for the adopting corporation or entity to sign
or execute the original or the amended Plan documents. The administrative powers and control of
the Company as provided in the Plan, including the sole right of amendment and of appointment and
removal of the Committee, shall not be diminished by reason of the participation of any such
adopting entity in this Plan.



     Section 7.05. 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 7.06. 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 7.07. 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 7.08. 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 7.09. Certain Limitations. In the event the Employer is subject to legal
limitations on the payment of benefits, then benefit payments hereunder shall be reduced or
eliminated, as the case may be, to comply with such legal limitations.



     Section 7.10. 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.



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     Section 7.11. Government and Other Regulations. The obligation of the Company to
grant or 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 7.12. 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.



     IN WITNESS WHEREOF, the Company has caused this fourth amended and restated Plan to be
executed by a duly authorized officer on the ___ day of ____________, 2011, to be effective as of
the Effective Date.



	 	 	 	 	 

	 	 	SPIRIT AEROSYSTEMS HOLDINGS, INC.
	 
	 

	 	By:	 	 
	 

	 	 	 	 
 
	 

	 	Name:	 	 
	 

	 	 	 	 
 
	 

	 	Title
	 	:
	 

	 	 	 	 
 






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