exv10w3






Exhibit 10.3




RESTRICTED STOCK UNIT AWARD AGREEMENT

(EXECUTIVE)




THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE
SECURITIES ACT OF 1933.



     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the
                     day of                                         ,
                    , between Goodrich Corporation, a New York corporation (the
“Company”), and                                          (the “Employee”). For purposes of this Agreement, all capitalized
terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich
Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.



     WHEREAS, the Employee is employed by the Company or its subsidiaries; and



     WHEREAS, the Company wishes to grant an award of restricted stock units under the Plan,
subject to the conditions and restrictions set forth in the Plan and this Agreement.



     NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the
Company and the Employee agree as follows:




	1.	 	Grant of Units. The Company hereby grants to the Employee                      restricted stock
units (the “Units”). Each Unit held by the Employee shall entitle the Employee to receive (i)
one share of common stock, par value $5.00 per share, of the Company (“Common Stock”) upon the
vesting date of such Units or other transfer date of the shares of Common Stock represented by
such Units (as described below) and (ii) periodic cash payments from the Company equal in
value to any dividend declared and paid on a share of Common Stock (“dividend equivalents”).
Prior to the vesting date of a Unit or other transfer date of the shares of Common Stock
represented by a Unit, the Employee shall have no ownership interest in the Common Stock
represented by such Unit and the Employee shall have no right to vote or exercise proxies with
respect to the Common Stock represented by such Unit. No stock certificates will be issued as
of the date of this Agreement (the “Grant Date”) and the Units shall be subject to forfeiture
and other restrictions as set forth below.
	 
	2.	 	Vesting and Transfer.






(a) General Rule. Except as otherwise provided in Section 2(b), the Units will be deemed
vested upon the Employee’s continued employment with the Company (which, for purposes of
Sections 2 and 3 hereof, include any of the Company’s subsidiaries) on the dates set forth
in the following schedule:




Three (3) years from the Grant Date — 50% of the Units

Four (4) years from the Grant Date — 75% of the Units

Five (5) years from the Grant Date — 100% of the Units



 









 






Within ninety (90) days of vesting, the Company shall either transfer physical
possession of a stock certificate or certificates for shares of Common Stock in an amount
equal to the number of Units then becoming vested to the Employee or provide for book entry
transfer of such shares to the Employee, subject to Sections 6 and 8 below. If such 90-day
period begins in one calendar year and ends in another, the Employee shall not have the
right to designate the taxable year in which such shares are transferred.




(b) Retirement Eligibility. Notwithstanding the provisions of Section 2(a) to the contrary,
and subject to the provisions of Section 2(c) hereof, in the event the Employee becomes
eligible for early retirement or normal retirement, as such terms are defined in the
Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement or
normal retirement under such plan if the Employee was a participant in such plan), the
Employee will be deemed to be fully vested (which, for purposes of this Section 2(b), shall
mean vested for purposes of Section 3121(v) of the Code and the regulations thereunder) in
the Units as of the date the Employee is first treated as being eligible for early
retirement or normal retirement, as applicable. In such event, the 90-day period specified
in Section 2(a) for the transfer of the shares related to the vesting of the Units shall not
apply and, instead, the shares related to the vesting of such Units shall be transferred to
the Employee according to the following schedule; provided, however, that to the extent any
shares have already been transferred to the Employee pursuant to the provisions of Section
2(a) hereof, the following schedule shall not apply:




Three (3) years from the Grant Date — 50% of the shares

Four (4) years from the Grant Date —75% of the shares

Five (5) years from the Grant Date — 100% of the shares





Any transfer of shares pursuant to this Section 2(b) shall be accomplished by the Company
either transferring physical possession of a stock certificate or certificates for shares of
Common Stock in an amount equal to the number of the shares of Common Stock represented by
the Units then becoming transferable pursuant to the above schedule to the Employee or
providing for book entry transfer of such shares to the Employee, subject to Sections 6 and
8 below.




(c) Restrictions on Certain Terminations and Post-Employment Activities.




(1) If after the Grant Date but prior to the end of the calendar year in which the
Grant Date occurs, and prior to the vesting of any Units pursuant to Section 3
hereof, the Employee’s employment with the Company terminates for any reason (other
than death or permanent and total disability as provided in Section 3(a)), then the
number of Units awarded under this Agreement shall be reduced, as of the date
immediately preceding such date of termination, by multiplying the number of Units
granted pursuant to Section 1 hereof by a fraction, the numerator of which shall be
the number of full or partial months of employment that Employee has completed with
the Company between the Grant Date and the date



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of termination and the denominator shall be the number of full or partial months
between the Grant Date and the end of the calendar year in which the Grant Date
occurs.




(2) If the Employee’s employment with the Company terminates for any reason (other
than as a result of death or permanent disability as provided in Section 3(a)
hereof) prior to the transfer of any shares hereunder and at such time (i) the
Employee is at least 55 years old but less than 62 years old and (ii) the Employee
has at least five (5) years of service with the Company, then the transfer of any shares hereunder shall be suspended for a six-month period following the date of the
Employee’s termination, during which time the Committee shall have the opportunity
to make one or more of the following determinations:




     (A) The Employee, directly, indirectly, or otherwise, has entered into a
transaction such that the Employee owns, manages, operates, controls, serves as a
consultant to, becomes employed by, participates in, or becomes connected, in any
manner, with the ownership management, operation, or control of any business that
competes with the Company or any of its affiliates, as determined by the Committee
in its sole discretion.




     (B) The Employee did not give the Company timely notification of the Employee’s
termination of employment so as to allow the Company appropriate time for orderly
succession.




     (C) The Employee, during the term of the Employee’s employment with the
Company, engaged in “financial malfeasance” which, for purposes of this Agreement,
includes (i) any act of dishonesty by the Employee resulting, or intended to result,
directly or indirectly, in gain or personal enrichment at the expense of, or to the
detriment of, the Company or (ii) any fraudulent or intentional misconduct of
Employee that contributes, directly or indirectly, to a material misstatement of the
financial performance of the Company, including any material misstatement of
earnings, revenues, gains, or expenses.




If the Committee makes one or more of the above determinations, any shares of stock
that had not been transferred to Employee as of the date of Employee’s termination
of employment will be forfeited, regardless of whether the Units related to such
            shares were vested or not. If the Committee does not make any of the above
determinations, all shares related to vested Units shall be transferred to Employee
on the date that is six (6) months and one day after Employee’s termination of
employment.




(3) If the Employee’s employment with the Company terminates for any reason (other
than death or permanent and total disability as provided in Section 3(a) hereof or
at a time when the Employee is not eligible for retirement as provided in Section
2(b) hereof), then all unvested Units shall be terminated.



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(d) Separation from Service. Notwithstanding anything above to the contrary, in the event
Section 2(b) (subject to the provisions of Section 2(c)) applies, and the Employee incurs a
“separation from service” (as such term is defined in Section 409A of the Code) prior to the
complete transfer of shares of Common Stock represented by the vested Units, the remaining
shares that have not yet been transferred shall be transferred to the Employee within ninety
(90) days of the Employee’s separation of service; provided that, if such ninety-day period
begins in one calendar year and ends in another, the Employee shall not have the right to
designate the taxable year in which such shares are transferred. In addition, if (i) the
Employee is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of
the Code) at the time of such separation from service, (ii) the transfer of such shares is
at such time subject to Section 409A, and (iii) the transfer of such shares is to occur
after the date of the Employee’s separation from service, the transfer of such shares or the
book entry transfer of such shares may not be made before the date which is six (6) months
after the date of separation from service (or, if earlier, the date of the Employee’s
death).


3. Vesting of Units Upon Death or Change in Control; Termination for Cause.





(a) Notwithstanding any provisions of this Agreement to the contrary, in the event of the
Employee’s death, all unvested Units shall vest immediately to the Employee’s beneficiary,
as defined in Section 5, upon the Employee’s death. Notwithstanding any provisions of this
Agreement to the contrary, in the event of the Employee’s permanent and total disability (as
defined in Section 409A of the Code), all unvested Units shall vest immediately upon such
permanent and total disability.




(b) Notwithstanding any provisions of this Agreement to the contrary, in the event of a
Change in Control of the Company, all Units shall immediately vest.




(c) Notwithstanding any provisions of this Agreement to the contrary, if the Employee’s
employment with the Company or any of its subsidiaries is terminated for Cause, as defined
herein, the Committee may, in its sole discretion, immediately cancel the Units granted
under this Agreement that have not yet become vested as of the date of such termination.
For the purpose of this Agreement, “Cause” shall mean a termination of employment by the
Company due to (i) the violation by the Employee of any rule, regulation, or policy of the
Company, including the Company’s Business Code of Conduct; (ii) the failure by the Employee
to meet any requirement reasonably imposed upon such employee by the Company as a condition
of continued employment; (iii) the violation by the Employee of any federal, state or local
law or regulation; (iv) the commission by the Employee of an act of fraud, theft,
misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the
Employee to perform consistently the duties of the position held by such employee in a
manner which satisfies the expectations of the Company after such Employee has been provided
written notice of performance deficiencies and a reasonable opportunity to correct those
deficiencies; or



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(vi) the dereliction or neglect by the Employee in the performance of such employee’s job
duties.




(d) Within ninety (90) days of vesting pursuant to Section 3(a), the Company shall either
transfer physical possession of a stock certificate or certificates for shares of Common
Stock in an amount equal to the number of Units then becoming vested to the Employee or
provide for book entry transfer of such shares to the Employee (or, if the Employee is
deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8
below. If such 90-day period begins in one calendar year and ends in another, neither the
Employee (nor any beneficiary) shall have the right to designate the taxable year in which
such shares are transferred.




(e) Within five (5) business days of vesting pursuant to Section 3(b), the Company shall
either transfer physical possession of a stock certificate or certificates for shares of
Common Stock in an amount equal to the number of Units then becoming vested to the Employee
or provide for book entry transfer of such shares to the Employee (or, if the Employee is
deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8
below. If such 5-day period begins in one calendar year and ends in another, the Employee
shall not have the right to designate the taxable year in which such payment is received.




	4.	 	Forfeiture. Except as specifically provided in Section 3, if the Employee’s
employment is terminated prior to any of the vesting dates set forth in Section 2 above, all
of the unvested Units will be forfeited. In the event of such forfeiture, all rights to
receive shares of Common Stock or dividend equivalents or any other ancillary rights shall
cease and terminate immediately.
	 
	5.	 	Assignability/Beneficiary. The rights of the Employee contingent or otherwise in the
Units or dividend equivalents cannot and shall not be sold, assigned, pledged or otherwise
transferred or encumbered other than by will or by the laws of descent and distribution. The
Employee may designate a beneficiary or beneficiaries to receive any benefits that are due
under Section 3 following the Employee’s death. To be effective, such designation must be
made in accordance with such rules and on such form as prescribed by the Company’s corporate
compensation group for such purpose which completed form must be received by the Company’s
corporate compensation group or its designee before the Employee’s death. If the Employee
fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s
death, the Employee’s estate shall be deemed the Employee’s beneficiary.
	 
	6.	 	Tax Reporting and Withholding. At the time shares of Common Stock are transferred to
the Employee, the number of shares delivered will be net of the amount of shares sufficient to
satisfy any federal, state and local tax withholding requirements with which the Company must
comply. The fair market value of the Common Stock used to satisfy such withholding shall be
the arithmetic mean of the high and low price of the Common Stock on the New York Stock
Exchange-Composite Transactions listing on the exercise




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	 	 	date (as of 4:00 p.m. Eastern Time). The Company and its subsidiaries reserve the right to
report such income in connection with the vesting of the Units, and the transfer of shares
of Common Stock, as they determine in their sole discretion to be appropriate under
applicable laws.
	 
	7.	 	Rights as a Shareholder. Neither Employee nor his/her beneficiary or legal
representative shall be, or have any rights of, a shareholder of the Company or have any right
to notice of meetings of shareholders or of any other proceedings of the Company prior to the
transfer of shares to such Employee.
	 
	8.	 	Changes in Capital Structure. The number of shares of Common Stock to be transferred
to the Employee upon the vesting of any Units will be adjusted appropriately in the event of
any stock split, stock dividend, combination of shares, merger, consolidation, reorganization,
or other change in the nature of the shares of Common Stock in the same manner in which other
outstanding shares of Common Stock not subject to the Plan are adjusted; provided, that the
number of shares subject to this Agreement shall always be a whole number.
	 
	9.	 	Continued Employment. Nothing contained herein shall be construed as conferring upon
the Employee the right to continue in the employ of the Company or any of its subsidiaries as
an executive or in any other capacity.
	 
	10.	 	Parties to Agreement. This Agreement and the terms and conditions herein set forth
are subject in all respects to the terms and conditions of the Plan, which are controlling.
All decisions or interpretations of the Board and of the Committee shall be binding and
conclusive upon Employee or upon Employee’s executors or administrators or beneficiaries upon
any question arising hereunder or under the Plan. This Agreement will constitute an agreement
between the company and the Employee as of the date first above written, which shall bind and
inure to the benefit of their respective executors, administrators, beneficiaries, successors
and assigns.
	 
	11.	 	Modification. No change, termination, waiver or modification of this Agreement will
be valid unless in writing and signed by all of the parties to this Agreement.
	 
	12.	 	Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any
State or Federal court located in the county in which the principal executive office of the
Company is then located for purposes of the enforcement of this Agreement and waives personal
service of any and all process upon the Employee. The Employee waives any objection to venue
of any action instituted under this Agreement.
	 
	13.	 	Notices. All notices, designations, consents, offers or any other communications
provided for in this Agreement must be given in writing, personally delivered, or by facsimile
transmission with an appropriate written confirmation of receipt, by nationally recognized
overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then
principal office. Notice to the Employee or any transferee is to be addressed to




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	 	 	his/her/its respective address as it appears in the records of the Company, or to such other
address as may be designated by the receiving party by notice in writing to the Secretary of
the Company.
	 
	14.	 	Further Assurances. At any time, and from time to time after executing this
Agreement, the Employee will execute such additional instruments and take such actions as may
be reasonably requested by the Company to confirm or perfect or otherwise to carry out the
intent and purpose of this Agreement.
	 
	15.	 	Provisions Severable. If any provision of this Agreement is invalid or
unenforceable, it shall not affect the other provisions, and this Agreement shall remain in
effect as though the invalid or unenforceable provisions were omitted. Upon a determination
that any term or other provision is invalid or unenforceable, the Company shall in good faith
modify this Agreement so as to effect the original intent of the parties as closely as
possible.
	 
	16.	 	Captions. Captions herein are for convenience of reference only and shall not be
considered in construing this Agreement.
	 
	17.	 	Entire Agreement. This Agreement represents the parties’ entire understanding and
agreement with respect to the issuance of the Units, and each of the parties acknowledges that
it has not made any, and makes no promises, representations or undertakings, other than those
expressly set forth or referred to therein.
	 
	18.	 	Governing Law. This Agreement is subject to the condition that this award will
conform with any applicable provisions of any state or federal law or regulation in force
either at the time of grant. The Committee and the Board reserve the right pursuant to the
condition mentioned in this paragraph to terminate all or a portion of this Agreement if in
the opinion of the Committee and Board, this Agreement does not conform with any such
applicable state or federal law or regulation and such nonconformance shall cause material
harm to the Company.
	 
	 	 	This Agreement shall be construed in accordance with and governed by the laws of the State
of New York, without regard to conflicts of laws principles thereof.
	 
	19.	 	409A Compliance. Notwithstanding any other provisions of the Agreement herein to the
contrary and, to the extent applicable, the Agreement shall be interpreted, construed and
administered (including with respect to any amendment, modification or termination of the
Plan) in such manner so as to comply with the provisions of Section 409A of the Code and any
related Internal Revenue Service guidance promulgated thereunder. All payments, including any
transfers of Common Stock, to be made to the Employee upon a termination of employment may
only be made upon a “separation from service” (within the meaning of Section 409A of the Code
(“Section 409A”)) of the Employee (“Separation from Service”). For purposes of Section 409A,
(i) each payment made under this Agreement shall be treated as a separate payment; (ii) the
Employee may not, directly or indirectly, designate the calendar year of payment; and (iii) no
acceleration of the time and form of payment of any nonqualified deferred compensation to the




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	 	 	Employee or any portion thereof, shall be permitted. Notwithstanding anything contained in
this Agreement to the contrary, if at the time of the Employee’s Separation from Service,
the Employee is a “specified employee” (within the meaning of Section 409A and the Company’s
specified employee identification policy) and if any payment that constitutes nonqualified
deferred compensation (within the meaning of Section 409A) is deemed to be triggered by the
Employee’s Separation from Service, then, to the extent one or more exceptions to Section
409A are inapplicable (including, without limitation, the exception under Treasury
Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary
separation from service and its requirement that payments must be paid no later than the
last day of the second taxable year following the taxable year in which such an employee
incurs the involuntary separation from service), all payments that constitute nonqualified
deferred compensation (within the meaning of Section 409A) to the Employee shall not be paid
or provided to the Employee during the six-month period following the Employee’s Separation
from Service, and (i) such postponed payment shall be paid to the Employee in a lump sum
within thirty (30) days after the date that is six (6) months following the month of the
Employee’s Separation from Service (or, if earlier, the date of the Employee’s death); and
(ii) any amounts payable to the Employee after the expiration of such 6-month period shall
continue to be paid to the Employee in accordance with the terms of the Agreement.





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first day
hereabove first written.



	 	 	 	 	 
	 	GOODRICH CORPORATION

 	 
	 	By:  	 	 
	 	 	Vice President 	 
	 	 	 	 
	 



	 	 	 
	Accepted by:
	 	 
	 
	 	 
	 


	 	 
	(Employee’s name)
	 	 







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