exv10w1






Exhibit 10.1




AMENDMENT TO STOCK OPTION AWARD AGREEMENTS





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



     THIS FIRST AMENDMENT made as of the ___day of                     , 200     is made to certain Stock
Option Award Agreements (the “Agreements”) by and between Goodrich Corporation, a New York
corporation (the “Company”), and                      (the “Optionee”) as described in this Amendment.
For purposes of this Amendment, 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”) or the Agreements, unless otherwise noted.



     WHEREAS, the Company and the Optionee desire to mutually amend certain Agreements.



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



I.




     If as of the date of this Amendment, the Optionee has any outstanding but unexercised stock
options granted under any of the following Agreements, then the Agreements are amended effective as
of the date of this Amendment as provided in this Amendment:




	 	1.	 	Stock Option Award dated January 2, 2003 (“2003 Agreement”)
	 
	 	2.	 	Equity Award Letter dated February 17, 2004 (“2004 Agreement”)
	 
	 	3.	 	Stock Option Award Agreement dated January 3, 2005 (“2005 Agreement”)
	 
	 	4.	 	Stock Option Award Agreement dated January 3, 2006 (“2006 Agreement”)
	 
	 	5.	 	Stock Option Award Agreement dated January 3, 2007 (“2007 Agreement”)
	 
	 	6.	 	Stock Option Award Agreement dated January 2, 2008 (“2008 Agreement”)
	 
	 	7.	 	Stock Option Award Agreement dated January 2, 2009 (“2009 Agreement”)





II.




     The second and last sentences of Section 5 of the 2003 Agreement are hereby deleted and the
following inserted in lieu thereof:




Such privilege to purchase shares may be exercised by you at any time but, (i) with respect
to options that were vested at the time your employment terminated, such options must be
exercised no later than either the date that is five (5) years after the date your
employment with the Company terminates or the Expiration Date, whichever occurs first, and
thereafter shall terminate, and (ii) with respect to options that were not vested at the
time your employment terminates, such options must be exercised no later than either the
date that is five (5) years after the date such portion of the option vests pursuant to
Section 1 hereof or the Expiration Date, whichever occurs first, and thereafter shall
terminate.



 









 





III.




     The following is hereby added to the end of Section, Stock Options, of the 2004
Agreement:




The privilege to purchase shares may be exercised by you at any time but, (i) with respect
to options that were vested at the time your employment terminated, such options must be
exercised no later than either the date that is five (5) years after the date your
employment with the Company terminates or the date that is ten (10) years after the grant
date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to
options that were not vested at the time your employment terminates, such options must be
exercised no later than either the date that is five (5) years after the date such portion
of the option vests pursuant to this Section, Stock Options, hereof or the date that
is ten (10) years after the grant date, whichever occurs first, and thereafter shall
terminate.



IV.




     Section 5(b) of the 2005 Agreement is hereby deleted and the following inserted in lieu
thereof:




(b) If Optionee’s employment with the Company or a subsidiary corporation terminates prior
to the Expiration Date, and at such time the Optionee is eligible for early retirement but
has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the
Goodrich Corporation Employees’ Pension Plan (or as defined in a subsidiary company’s
salaried pension plan in the event Optionee’s pension benefits are received solely from the
subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all
unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s
privilege to purchase shares may be exercised by Optionee at any time but, (i) with respect
to options that were vested at the time Optionee’s employment terminated, such options must
be exercised no later than either the date that is five (5) years after the date Optionee’s
employment with the Company terminates or the Expiration Date, whichever occurs first, and
thereafter shall terminate, and (ii) with respect to options that were not vested at the
time Optionee’s employment terminates, such options must be exercised no later than either
the date that is five (5) years after the date such portion of the option vests pursuant to
Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall
terminate.



V.




     Section 5(b) of the 2006 Agreement is hereby deleted and the following inserted in lieu
thereof:




(b) If Optionee’s employment with the Company or a subsidiary corporation terminates prior
to the Expiration Date, and at such time the Optionee is eligible for early retirement but
has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the
Goodrich Corporation Employees’ Pension Plan (or as defined in a subsidiary company’s
salaried pension plan in the event Optionee’s pension benefits are received solely from the
subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all
unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s
privilege to purchase shares may be exercised by Optionee



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at any time but, (i) with respect to options that were vested at the time Optionee’s
employment terminated, such options must be exercised no later than either the date that is
five (5) years after the date Optionee’s employment with the Company terminates or the
Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with
respect to options that were not vested at the time Optionee’s employment terminates, such
options must be exercised no later than either the date that is five (5) years after the
date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date,
whichever occurs first, and thereafter shall terminate.



VI.




     Section 5(b) of the 2007 Agreement is hereby deleted and the following inserted in lieu
thereof:




(b) If Optionee’s employment with the Company or a subsidiary terminates prior to the
Expiration Date, and at such time the Optionee is eligible for early retirement but has not
yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich
Corporation Employees’ Pension Plan (or as defined in a subsidiary company’s salaried
pension plan in the event Optionee’s pension benefits are received solely from the
subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all
unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s
privilege to purchase shares may be exercised by Optionee at any time but, (i) with respect
to options that were vested at the time Optionee’s employment terminated, such options must
be exercised no later than either the date that is five (5) years after the date Optionee’s
employment with the Company terminates or the Expiration Date, whichever occurs first, and
thereafter shall terminate, and (ii) with respect to options that were not vested at the
time Optionee’s employment terminates, such options must be exercised no later than either
the date that is five (5) years after the date such portion of the option vests pursuant to
Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall
terminate.



VII.




     The first sentence of Section 5(b) of the 2008 Agreement is hereby deleted and the following
inserted in lieu thereof:




(b) If Optionee’s employment with the Company or a subsidiary terminates prior to the
Expiration Date, and at such time the Optionee is eligible for early retirement but has not
yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich
Corporation Employees’ Pension Plan (or would be eligible for early retirement but has not
yet reached the Optionee’s Normal Retirement Date under such plan if Optionee was a
participant in such plan or as defined in a subsidiary company’s salaried pension plan in
the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in
effect at the time of Optionee’s termination of employment, then all unvested options shall
continue to vest in accordance with Section 4 hereof. Optionee’s privilege to purchase
shares may be exercised by Optionee at any time but, (i) with respect to options that were
vested at the time Optionee’s employment terminated, such options must be exercised no later
than either the date that is five (5) years after the date Optionee’s employment with the
Company terminates or the Expiration Date, whichever occurs first, and thereafter shall
terminate, and (ii) with respect to options that were not vested at the time Optionee’s
employment terminates, such options must be exercised no



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later than either the date that is five (5) years after the date such portion of the option
vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and
thereafter shall terminate.



VIII.




     The first sentence of Section 5(b) of the 2009 Agreement is hereby deleted and the following
inserted in lieu thereof:




(b) If Optionee’s employment with the Company or a subsidiary terminates prior to the
Expiration Date, and at such time the Optionee is eligible for early retirement but has not
yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich
Corporation Employees’ Pension Plan (or would be eligible for early retirement but has not
yet reached the Optionee’s Normal Retirement Date under such plan if Optionee was a
participant in such plan or as defined in a subsidiary company’s salaried pension plan in
the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in
effect at the time of Optionee’s termination of employment, then all unvested options shall
continue to vest in accordance with Section 4 hereof. Optionee’s privilege to purchase
            shares may be exercised by Optionee at any time but, (i) with respect to options that were
vested at the time Optionee’s employment terminated, such options must be exercised no later
than either the date that is five (5) years after the date Optionee’s employment with the
Company terminates or the Expiration Date, whichever occurs first, and thereafter shall
terminate, and (ii) with respect to options that were not vested at the time Optionee’s
employment terminates, such options must be exercised no later than either the date that is
five (5) years after the date such portion of the option vests pursuant to Section 4 hereof
or the Expiration Date, whichever occurs first, and thereafter shall terminate.



     IN WITNESS WHEREOF, the parties agree to the terms and conditions stated herein by signing and
returning to the Company the attached copy hereof.



	 	 	 	 	 
	 	GOODRICH CORPORATION

 	 
	 	By:  	 	 
	 	 	Vice President 	 
	 	 	 	 
	 



	 	 	 
	Accepted by:
	 	 
	 
	 	 
	 

(Employee’s name)

	 	 
	 
	 	 
	 

Date

	 	 







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