exv10w3






Exhibit 10.3




 





Spirit AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive
Plan





 





August 2, 2011













 





SPIRIT AEROSYSTEMS HOLDINGS, INC.

SECOND AMENDED AND RESTATED SHORT-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. Beneficiary or Beneficiaries
	 	 	2	 
	Section 2.03. Board of Directors
	 	 	2	 
	Section 2.04. Change in Control
	 	 	2	 
	Section 2.05. Code
	 	 	2	 
	Section 2.06. Committee
	 	 	2	 
	Section 2.07. Company
	 	 	2	 
	Section 2.08. Effective Date
	 	 	2	 
	Section 2.09. Employee
	 	 	2	 
	Section 2.10. Employer
	 	 	2	 
	Section 2.11. Onex
	 	 	2	 
	Section 2.12. Participant
	 	 	3	 
	Section 2.13. Person
	 	 	3	 
	Section 2.14. Plan
	 	 	3	 
	Section 2.15. Plan Year
	 	 	3	 
	Section 2.16. Qualifying Retirement
	 	 	3	 
	Section 2.17. Separation from Service
	 	 	3	 
	Section 2.18. Shares
	 	 	3	 
	Section 2.19. Sole Discretion
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III — ELIGIBILITY
	 	 	3	 
	 
	 	 	 	 
	Section 3.01. Eligibility
	 	 	3	 
	 
	 	 	 	 
	ARTICLE IV — BENEFITS
	 	 	4	 
	 
	 	 	 	 
	Section 4.01. Benefits
	 	 	4	 
	Section 4.02. Grants of Shares
	 	 	4	 
	Section 4.03. Lapse Restriction
	 	 	5	 
	Section 4.04. Additional Conditions
	 	 	6	 
	Section 4.05. Restriction on Transfer of Shares
	 	 	6	 
	Section 4.06. Dividends
	 	 	6	 
	Section 4.07. Limitations on Stockholder Rights
	 	 	6	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	Section 4.08. Certificates and Legends
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V — PAYMENT OF BENEFITS
	 	 	7	 
	 
	 	 	 	 
	Section 5.01. Payment of Cash Benefits
	 	 	7	 
	Section 5.02. Payments in the Event of Death
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI — SOURCE OF BENEFITS
	 	 	8	 
	 
	 	 	 	 
	Section 6.01. Source of Benefits
	 	 	8	 
	Section 6.02. Multiple Employers
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VII — ADMINISTRATION
	 	 	8	 
	 
	 	 	 	 
	Section 7.01. Committee
	 	 	8	 
	Section 7.02. Reliance on Certificates, etc.
	 	 	9	 
	Section 7.03. Plan Records
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VIII — AMENDMENT AND TERMINATION
	 	 	9	 
	 
	 	 	 	 
	Section 8.01. Amendment
	 	 	9	 
	Section 8.02. Termination
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IX — RESTRICTIONS ON ALIENATION
	 	 	10	 
	 
	 	 	 	 
	Section 9.01. Restrictions on Alienation
	 	 	10	 
	 
	 	 	 	 
	ARTICLE X — MISCELLANEOUS
	 	 	10	 
	 
	 	 	 	 
	Section 10.01. Effective Date
	 	 	10	 
	Section 10.02. Transfers and Payments Net of Withholding
	 	 	10	 
	Section 10.03. Binding on Successors
	 	 	11	 
	Section 10.04. Adoption by Other Employers
	 	 	11	 
	Section 10.05. Minors and Incompetents
	 	 	11	 
	Section 10.06. Erroneous Payments
	 	 	11	 
	Section 10.07. Headings
	 	 	12	 
	Section 10.08. Notices
	 	 	12	 
	Section 10.09. Severability
	 	 	12	 
	Section 10.10. No Contract of Employment
	 	 	12	 
	Section 10.11. Certain Limitations
	 	 	12	 
	Section 10.12. State Law
	 	 	12	 
	Section 10.13. Government and Other Regulations
	 	 	12	 
	Section 10.14. Nonexclusivity of the Plan
	 	 	12	 






-ii-









 





SPIRIT AEROSYSTEMS HOLDINGS, INC.

SECOND AMENDED AND RESTATED SHORT-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. Short-Term
Incentive Plan, pursuant to which specified incentive benefits are provided to Participants in the
form of cash or shares of the Company’s common stock, or both, 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 amended and
restated Plan on the terms and conditions set forth herein, which Plan will be known as the “Spirit
AeroSystems Holdings, Inc. Second Amended and Restated Short-Term Incentive Plan” (the “Plan”).



ARTICLE I — PURPOSE




     Section 1.01. Purpose. The purpose of the Plan is to provide specified incentive
benefits, in the form of cash or Shares or both, 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 2,800,000
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



- 1 -









 




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. Beneficiary or Beneficiaries means the person, persons, entity, or
entities entitled to receive any benefits under this Plan pursuant to the designation of the
Participant (or in default of such designation) as provided in Section 5.02 hereof.



     Section 2.03. Board of Directors means the Board of Directors of the Company.



     Section 2.04. 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 2.05. Code means the Internal Revenue Code of 1986, as amended.



     Section 2.06. 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 2.07. Company means Spirit AeroSystems Holdings, Inc., a Delaware corporation,
or its successor.



     Section 2.08. Effective Date has the meaning set forth in Section 10.01.



     Section 2.09. 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 2.10. 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 2.11. 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



- 2 -









 




the right to vote
or dispose of such Person’s Shares; 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. Second Amended and
Restated Short-Term Incentive Plan, as amended.



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



     Section 2.16. Qualifying Retirement means, with respect to a Participant, a Separation
from Service that is a voluntarily termination of employment with the Employer (but not a death,
discharge, or other involuntary termination of employment) on or after attaining age 55 with at
least 10 years of service or, alternatively, on or after attaining age 60 with at least 5 years of
service.



     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. Shares means shares of the Company’s common stock.



     Section 2.19. 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.



- 3 -









 





ARTICLE IV — BENEFITS




     Section 4.01. Benefits. For each Plan Year, the Committee will establish performance
targets or goals and corresponding incentive benefits available to Participants under the Plan,
which may be revised by the Committee at any time, in its Sole Discretion. Benefits may be offered
under the Plan in the form of cash, Shares, or both, in such amounts as the Committee may determine
in its Sole Discretion. Except as otherwise provided in this Plan, a Participant will be entitled
to receive benefits under the Plan only if the Participant is employed by the Employer continuously
throughout the Plan Year, to include the last day of the Plan Year. No Participant shall have the
right or be offered the opportunity to elect the form or amount of the Participant’s benefit under
the Plan, it being within the Sole Discretion of the Committee to determine the form and amount of
benefits to be offered under the Plan (if any). Grants of Shares under the Plan may be made only
in shares of the Company’s Class A common stock.



     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 have a benefit under the Plan for the Plan Year in which the Change in Control occurs
determined as follows: (1) the performance metrics established under the Plan for that Plan Year
will be deemed to have met target performance; and (2) each affected Participant will receive a
full-year award for that Plan Year based on target performance, which award will be paid 100% in
cash (i.e., no portion of the benefit will be paid in Shares), at the time and in the manner
provided under Section 5.01.



     In the event of a Participant’s Qualifying Retirement, the Participant will have a benefit
under the Plan for the Plan Year in which the Qualifying Retirement occurs determined as follows:
(1) the performance metrics established under the Plan for that Plan Year will be measured as of
the last day of the Plan Year at the same time and in the same manner as measured for all other
Participants; (2) if performance for the Plan Year is such that any benefits are otherwise payable
under the Plan for that Plan Year, the affected Participant will receive a prorated award for that
Plan Year determined by multiplying the full-year award (if any) that would be payable under the
Plan if the Participant had remained employed for the entire Plan Year by a fraction, the numerator
of which is the number of whole or partial months in the calendar year through the date of the
Qualifying Retirement
and the denominator of which is 12; and (3) the benefits (if any) payable under the foregoing
terms will be paid 100% in cash (i.e., no portion of the benefit will be paid in Shares), at the
time and in the manner provided under Section 5.01.



     Section 4.02. Grants of Shares. In the event Shares are granted to a Participant
under the Plan (which Shares shall be subject to the restrictions contained in this Plan and are
referred to in this Plan as “Restricted Shares”), the Committee may establish such terms,
conditions, restrictions, or procedures related to the grant as the 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.



- 4 -









 




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
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 or other award of benefits 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.



     Section 4.03. Lapse Restriction. Restricted Shares granted under the Plan to a
Participant will be substantially nonvested upon grant and will be subject to restrictions that
will lapse only if the Participant is credited with one year of service after the date such Shares
are granted to the Participant. A Participant shall be credited with one year of service after the
date Shares are granted to the Participant if the Participant is continuously performing services
(or deemed to be continuously performing services) for the Employer for the 12-month period ending
on the anniversary of the date the Restricted Shares are granted to the Participant. However, the
Committee may at any time, in its Sole Discretion, credit a Participant with a year of 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:




	 	A.	 	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.
	 
	 	B.	 	In the event of a Participant’s Qualifying Retirement, the Participant will
be automatically fully (100%) vested with respect to all of the Restricted Shares
previously granted under the Plan (but not forfeited) so that, immediately prior to
the Qualifying Retirement, such Shares will no longer be subject to any lapse
restriction or risk of forfeiture imposed in connection with this Plan.





- 5 -









 














     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 during the 12-month period following the grant of Restricted Shares, the nonvested
Restricted Shares will be forfeited and will again be available for grant under the Plan.



     Section 4.04. 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 the Stockholders Agreement and any other agreement entered
into with respect to such Shares.



     Section 4.05. 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.



     Section 4.06. 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 4.07. 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 4.08. 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:





- 6 -









 







     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. Second
Amended and Restated Short-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 — PAYMENT OF BENEFITS




     Section 5.01. Payment of Cash Benefits. To the extent a Participant is entitled to
receive a cash benefit under Section 4.01 hereof with respect to services performed during a Plan
Year, such benefit shall be payable in a lump sum as soon as administratively practicable after the
end of such Plan Year, but in no event later than 21/2 months after the end of such Plan Year,
subject to any timely election to defer payment of all or part of such benefit in accordance with
the terms and provisions of the Spirit AeroSystems Holdings, Inc. Amended and Restated Deferred
Compensation Plan.



     Notwithstanding the foregoing, in the event of a Change in Control, cash benefits that become
payable by reason of the Change in Control (see Section 4.01) will be paid 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, and in all cases subject to any timely
election to defer payment of all or part of such benefit in accordance with the terms and
provisions of the Spirit AeroSystems Holdings, Inc. Amended and Restated Deferred Compensation
Plan.



     Section 5.02. Payments in the Event of Death. In the event a Participant dies before
receiving all benefits payable to Participant under the Plan, payment of the remaining amounts
shall be made to the Participant’s Beneficiary. The Beneficiary of a Participant shall be the
person, persons, entity, or entities designated by the Participant on a beneficiary designation
form provided by the Committee. A Participant shall have the right to change the Participant’s
Beneficiary designation at any time; provided, however, that no change of a
beneficiary shall be effective until received and accepted by the Committee. In the event a
Participant dies without having a valid Beneficiary designation in force, or in the event no
designated Beneficiary is alive or in being at the time of the Participant’s death, the
Participant’s Beneficiary shall be deemed to be the Participant’s surviving spouse or, if the
Participant leaves no surviving spouse, the Participant’s estate.



     If the Committee has any doubt as to the proper person(s) or entity(ies) to receive payments
hereunder, it shall have the right to withhold payment until the matter is finally adjudicated.
Any payment made in good faith and in accordance with the provisions of the Plan and a
Participant’s beneficiary designation form shall fully discharge the Employer from all further
obligations with respect to such payment.



- 7 -









 





ARTICLE VI — SOURCE OF BENEFITS




     Section 6.01. Source of Benefits. Amounts payable hereunder shall be paid exclusively
from the general assets of the Employer. The Employer’s obligation under this Plan shall
constitute a mere promise to pay benefits in the future, and no person entitled to payment
hereunder shall have any claim, right, security interest, or other interest in any fund, trust,
account, insurance contract, or other asset of Employer. The Employer is not obligated to invest
in any specific assets or fund, but it may invest in any asset or assets it deems advisable in
order to provide a means for the payment of any liabilities under this Plan and may contribute
amounts to a trust conforming to the requirements of Revenue Procedure 92-64, as amended. With
respect to cash benefits (if any), each Participant shall be an unsecured general creditor of the
Employer and shall have no interest whatsoever in any such assets or fund. The Employer’s
liability for the payment of benefits hereunder shall be evidenced only by this Plan.



     Section 6.02. Multiple Employers. In the event a Participant is or has been employed
by two or more Employers and is entitled to a benefit from more than one Employer under this Plan,
the liability for the payment of such Participant’s benefits under this Plan shall be apportioned
among the Employers based upon a determination made by the Committee, in its Sole Discretion. A
Participant may only secure payment of benefits from the Employer to whom the Committee has
apportioned liability for the benefits.



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




- 8 -









 






	 	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 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.



     Section 7.03. 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 VIII — AMENDMENT AND TERMINATION




     Section 8.01. 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 benefits earned or 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.



     Section 8.02. 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. Upon a



- 9 -









 




complete or
partial termination of the Plan, each affected Participant (and present interest Beneficiary) shall
be entitled to receive benefits in accordance with Article V. 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
benefits earned or grants of Shares or Restricted Shares previously made to the Participant under
the Plan.




ARTICLE IX — RESTRICTIONS ON ALIENATION




     Section 9.01. Restrictions on Alienation. Until the actual receipt of any benefit
under this Plan by a Participant or Beneficiary, no right or benefit under the Plan shall be
subject in any manner to anticipation, alienation, sale, assignment, transfer, pledge, encumbrance,
garnishment, execution, levy, or charge of any kind, whether voluntary or involuntary, including
assignment or transfer to satisfy any liability for alimony or other payments for property
settlement or support of a spouse or former spouse or other relative of a Participant or
Beneficiary, whether upon divorce, legal separation, or otherwise. Any attempt to anticipate,
alienate, sell, assign, transfer, pledge, encumber, garnish, execute upon, levy upon, or
charge any right or benefit under the Plan shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of
the person entitled to such benefit, and no right or benefit hereunder shall be considered an asset
of such person in the event of his or her divorce, insolvency, or bankruptcy. The rights of a
Participant or a Beneficiary hereunder shall not be subject in any manner to attachment or other
legal process for the debts of the Participant or such Beneficiary.



ARTICLE X — MISCELLANEOUS




     Section 10.01. Effective Date. This second 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 10.02. Payments and Transfers Net of Withholding. Notwithstanding any other
provision of the Plan, all transfers or payments 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



- 10 -









 




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 10.03. 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 10.04. 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 10.05. Minors and Incompetents. If any person to whom a benefit is payable
under this Plan is legally incompetent, either by reason of age or by reason of mental or physical
disability, the Committee is authorized to cause the payments becoming due to such person to be
made to another for his or her benefit without responsibility of the Company, the Employer, the
Committee or the Board of Directors to see to the application of such payments. Payments made
pursuant to this authority shall constitute a complete discharge of all obligations hereunder.



     Section 10.06. Erroneous Payments. If any person receives any amount of benefits that
the Committee in its Sole Discretion later determines that such person was not entitled to receive
under the terms of the Plan, such person shall be required to immediately make reimbursement to the
Employer. In addition, the Committee shall have the right to offset any future claims for benefits
under the Plan against amounts that person was not otherwise entitled to receive.



- 11 -









 





     Section 10.07. 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 10.08. 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 10.09. 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 10.10. 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 10.11. 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 10.12. 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 10.13. 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 10.14. 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.



- 12 -









 





     IN WITNESS WHEREOF, the Company has caused this second amended and restated Plan to be
executed by a duly authorized officer as of the Effective Date.



	 	 	 	 	 	 	 

	 	 	SPIRIT AEROSYSTEMS HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







- 13 -