EX-10.5



 






EXHIBIT 10.5




PERFORMANCE UNIT AWARD AGREEMENT






THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES

REGISTERED UNDER THE SECURITIES ACT OF 1933.








THIS
PERFORMANCE 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 subsidiary corporations; and



WHEREAS, the Company wishes to grant to the Employee an award of performance 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 ____________ performance units
(the “Units”). If the Company declares a dividend payment on the Company’s common stock, par
value $5.00 per share (“Common Stock”) during the Term, as defined below, then the number of
Units covered by this Agreement shall be increased as of the dividend payment date by the
number of shares, if any, of the Common Stock that could be purchased on such date by such
dividend payment. For purposes of determining the number of shares of the Common Stock that
could be purchased by such dividend payment as of the dividend
payment date, the amount of shares of the Common Stock that could be purchased shall be determined by reference to the
fair market value of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of
such date.
	 
	2.	 	Term of Units. The term of the Units (the “Term”) will begin on January 1, 2005 and
will end on December 31, 2008.
	 
	3.	 	Unit Value Measurement. The aggregate value of the Participant’s Units (the “Benefit
Amount”) shall be determined as of the last day of the Term, and shall be equal to the product
of the number of Units then covered under this Agreement and the fair market value of one
share of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of the last
day of the Term.
	 
	4.	 	Earned Percentage. Except as otherwise provided in Section 6 below, the Employee
shall be entitled to a benefit payment under this Agreement equal to the specified percentage
(the “Earned Percentage”) of the Benefit Amount. The Earned Percentage of an amount equal to
one-half of the Units covered by this Agreement (the “ROIC Units”) shall be determined in
accordance with the provisions of subsection (a) of this Section 4, and the Earned Percentage
of an amount equal to the other one-half of the Units covered




 









 












	 	 	by this Agreement (the “RTSR Units”) shall be determined in accordance with the provisions
of subsection (b) of this Section 4.






     (a) Return on Invested Capital. The Earned Percentage of the ROIC Units shall
be determined by reference to the Return on Invested Capital (as defined below) and will be
calculated in accordance with the following schedule:



	 	 	 	 	 	 	 	 	 	 	 
	 	2005-2007 Goals

	 	 	Return On Invested Capital
	 	 	Earned Percentage
	 
	 	Threshold

	 	 	8.60 % or Less
	 	 	 	0	%	 
	 	Target

	 	 	9.65 %
	 	 	 	100	%	 
	 	Maximum

	 	 	10.90% or More
	 	 	 	200	%	 
	 






With respect to levels of the Company’s Return on Invested Capital that fall within the
threshold, target and maximum levels specified above, the Earned Percentage of the ROIC
Units will be interpolated on a straight line basis. For purposes of this Agreement, the
term “Return on Invested Capital” means net income excluding special items, divided by the
average invested capital (measured at the company level). Special items include
merger-related and consolidation costs, certain gains and losses on the sale of businesses,
results of discontinued operations, cumulative effects of changes in accounting, asset
impairment charges and other restructuring costs.




     (b) Relative Total Shareholder Return. The Earned Percentage of the RTSR Units
shall be determined by reference to the Relative Total Shareholder Return (as defined below)
and will be calculated in accordance with the following schedule:



	 	 	 	 	 	 	 	 
	 	Relative Total Shareholder Return Percentile

	 	 	Earned Percentage
	 
	 	25th or Less

	 	 	 	0	%	 
	 	50th

	 	 	 	100	%	 
	 	95th or Higher

	 	 	 	200	%	 
	 






With respect to levels of Relative Total Shareholder Return that fall within the percentiles
specified above, the Earned Percentage of the RTSR Units will be interpolated on a straight
line basis. For purposes of this Agreement, the term “Relative Total Shareholder Return”
means the percentage calculated using the Total Shareholder Return (“TSR”) for Common Stock
for each year of the Term (using the dividend reinvestment approach to calculating
shareholder return) divided by the Total Shareholder Return for the Aerospace Peer Group
(using the dividend reinvestment approach to calculating shareholder return). The Aerospace
Peer Group is a group of aerospace companies selected, from time to time, by the Company’s
Compensation Committee. The Aerospace Peer Group must be set by the Compensation Committee
within 90 days of the beginning of a Term. TSR is calculated for each year of the Term and
then used to calculate TSR for the Term as follows:
(1+TSR1)(1+TSR2)(1+TSR3) 1/3. The TSR for
Goodrich is then divided by the TSR for the Aerospace Peer Group, the product of which will
be the Relative Total Stock Value for the Term. The overall performance of the Aerospace
Peer Group is then analyzed to identify the 25th, 50th and
75th percentile performance. The Earned



 









 






Percentage of RTSR Units will be determined based on the Company’s Relative Total Stock
Value and its placement between the three identified performance points.




     (c) Responsibility for Calculations. All calculations of (i) the Company’s
Return on Invested Capital and Relative Total Shareholder Return and (ii) the Earned
Percentages of the ROIC Units and the RTSR Units shall be determined by the Committee in the
exercise of its sole discretion, and any such calculations shall be final.




	5.	 	Benefit Payment. The benefit payment due to the Employee under this Agreement
shall be paid to the Employee in a lump sum cash payment, subject to the provisions of Section
8 below. Such payment shall be paid by the Company as soon as practicable after the last date
of the Term.
	 
	6.	 	Termination of Employment






     (a) Retirement, Death or Disability. If the Employee’s employment with the
Company terminates due to retirement, death or permanent and total disability, then the
amount of benefit otherwise payable to the Employee hereunder shall be reduced by
multiplying such amount by a fraction, the numerator of which shall be the number of full
months of employment that the Employee has completed with the Company during the Term and
the denominator shall be 36. For the purpose of this Section 6(a), the Employee shall be
treated as having retired if the Employee terminates employment with the Company at any time
after the Employee is eligible for early retirement as provided under the terms of the
Goodrich Corporation Employees’ Pension Plan (or as provided in a subsidiary company’s
salaried pension plan in the event the Employee’s pension benefits are received solely from
the subsidiary’s plan) in effect at the time of such termination.




     (b) Other Termination of Employment. If the Employee’s employment is
terminated prior to the last day of the Term for any reasons other than retirement, death or
permanent and total disability, then the Employee will not be entitled to the payment of any
benefit under this Agreement.




     (c) Cause. Notwithstanding any provisions of this Agreement to the contrary,
if the Employee’s employment with the Company or any of its subsidiary corporations is
terminated for Cause, as defined herein, the Committee may, in its sole discretion,
immediately cancel the Units granted under this Agreement. For the purpose of this
Agreement, “Cause” shall mean a termination of employment by the Company due to (i) the
commission by the Employee of an act of fraud or embezzlement against the Company or any of
its subsidiary corporations, (ii) a conviction of the Employee (or a plea of nolo
contendere in lieu thereof) for any crime involving fraud, dishonesty or moral
turpitude; or (iii) intentional violation by the Employee of written policies of the Company
or specific directions of the Board, which misconduct or violation results in material
damage to the Company and continues after written notice thereof and a reasonable
opportunity to cure.



 









 






	7.	 	Assignability. The rights of the Employee contingent or otherwise in the Units 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.
	 
	8.	 	Tax Withholding. At the time any payment to the Employee is made under this
Agreement, the aggregate amount of such payment shall be reduced by the amount of any federal,
state and local tax withholding requirements imposed on such payment.
	 
	9.	 	Changes in Capital Structure. The number of Units covered under this Agreement 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 of the Company in the same manner in which other outstanding shares of Common
Stock are affected; provided, that the number of Units subject to this Agreement shall always
be a whole number.
	 
	10.	 	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.
	 
	11.	 	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 referred to herein shall be
binding and conclusive upon the Employee or upon the Employee’s executors or administrators
with respect to 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, successors and assigns.
	 
	12.	 	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.
	 
	13.	 	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.
	 
	14.	 	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 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.
	 
	15.	 	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.
	 
	16.	 	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.
	 
	17.	 	Captions. Captions herein are for convenience of reference only and shall not be
considered in construing this Agreement.
	 
	18.	 	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.
	 
	19.	 	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.





     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:  	/s/
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



Accepted by:




 


(Employee’s name)