EX-10.2



 






EXHIBIT 10.2




RESTRICTED STOCK AWARD AGREEMENT






THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES

REGISTERED UNDER THE SECURITIES ACT OF 1933.





THIS RESTRICTED STOCK AWARD AGREEMENT (hereafter, 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 ____________ shares of the Company’s common stock, par
value $5.00 per share (“Common Stock”), under the terms of the Plan, subject to the condition that
the Employee stay in the employ of the Company or its subsidiaries for a period of time.



NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree
as follows:




	1.	 	Grant of Restricted Stock. The Company will cause its stock transfer agent to issue
in book entry form an aggregate of ____________ shares (the “Shares”) of the Company’s Common Stock
in the name of the Employee. No stock certificates will be issued at this time and the Shares
shall be subject to forfeiture and other restrictions to the extent hereinafter provided. The
Employee shall have the right to receive dividends and to vote and exercise proxies with
respect to the Shares unless all or a portion of the Shares are forfeited as hereinafter
provided.
	 
	2.	 	Vesting. Upon the Employee’s continued employment with the Company or one of the
Company’s subsidiaries on the date that is three years from the date of this Agreement (the
“vest date”), all forfeiture and other restrictions will be removed and the Company will
transfer physical possession of a stock certificate or certificates for the Shares to the
Employee, subject to the tax withholding provisions below. The number of Shares to be
transferred 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 the Company in the same manner in which other outstanding shares of common stock
of the Company are affected.
	 
	3.	 	Assignability. The rights of the Employee, contingent or otherwise, in the Shares,
the dividends, voting or proxy rights cannot and shall not be sold, assigned, pledged or
otherwise




 









 












	 	 	transferred or encumbered until the forfeiture and other restrictions imposed by this
Agreement have been removed.
	 
	4.	 	Termination of Employment. Except as specifically provided below, if the Employee’s
employment is terminated, for any reason other than death, retirement or permanent and total
disability prior to the vest date, all of the Shares will be forfeited. In the event of such
forfeiture, the Shares forfeited shall revert to the treasury of the Company and all rights to
receive dividends, rights to vote and exercise proxies or any other ancillary rights shall
cease and terminate immediately upon such event.
	 
	5.	 	Retirement, Death or Disability. In the event of the Employee’s (a) death or
permanent and total disability, or (b) termination of employment with the Company or a
subsidiary of the Company at a time when the Employee is eligible for Early Retirement or
Normal Retirement, as defined in the Goodrich Corporation Employees’ Pension Plan (or as
defined 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 the
Employee’s termination of employment, all forfeiture and other restrictions will be removed
and the Company will transfer physical possession of a stock certificate or certificates for
the Shares to the Employee or his/her estate, subject to the tax withholding provisions below.
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, prior to the vest date, the Committee may, in its sole discretion, direct that
the Shares granted under this Agreement be immediately forfeited by the Employee. In the
event of such forfeiture, the Shares forfeited shall revert to the treasury of the Company and
all rights to receive dividends, rights to vote and exercise proxies or any other ancillary
rights shall cease and terminate immediately upon such event. 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.
	 
	6.	 	Change in Control. Anything to the contrary notwithstanding, in the event of a
Change in Control of the Company, as that term is defined in the Plan, subsequent to the date
of this Agreement, all forfeiture and other restrictions on the Shares shall be immediately
removed, and a certificate for the Shares shall be delivered to the Employee, subject to the
tax withholding provisions below.
	 
	7.	 	Tax Withholding. At the time the Shares 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.




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	8.	 	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. 
	 
	9.	 	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 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, successors and assigns.
	 
	10.	 	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.
	 
	11.	 	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 him. The Employee waives any objection to venue of any
action instituted under this Agreement.
	 
	12.	 	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.
	 
	13.	 	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.
	 
	14.	 	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.
	 
	15.	 	Entire Agreement. This Agreement represents the parties’ entire understanding and
agreement with respect to the issuance of the option, and each of the parties acknowledges




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	 	 	that it has not made any, and makes no promises, representations or undertakings, other than
those expressly set forth or referred to therein.
	 
	16.	 	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, as these terms are defined in the
Plan, 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)





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