EX-10.6



 






Exhibit 10.6




GOODRICH CORPORATION




PENSION BENEFIT RESTORATION PLAN




INTRODUCTION



The purpose of this Plan is to provide supplemental pension benefits to certain employees who are
or were participants in the Goodrich Corporation Employees’ Pension Plan. The supplemental pension
benefits provided by this Plan are intended to provide covered employees with pension benefits
that, in the aggregate, will be equal to the pension benefits the employees would receive under the
Goodrich Corporation Employees’ Pension Plan if such plan was not subject to certain Internal
Revenue Code limitations applicable to qualified retirement plan benefits.



This Plan, currently known as the Goodrich Corporation Pension Benefit Restoration Plan, is hereby
amended and restated as of January 1, 2002. This restatement of the Plan reflects all prior
amendments to the Plan and also reflects the fact that the provisions of the Goodrich Corporation
Savings Benefit Restoration Plan are contained in a separate document.



ARTICLE I. DEFINITIONS





	 	1.1	 	“Board” means the Board of Directors of Goodrich Corporation.
	 
	 	1.2	 	“Change in Control” means a change in control of the Company, as defined in the
Goodrich Corporation Management Continuity Agreement, as it may be amended from time to
time.
	 
	 	1.3	 	“Code” means the Internal Revenue Code of 1986. References to any Section of
the Code shall be deemed to refer to such Section as it currently exists or as it may
be amended from time to time.
	 
	 	1.4	 	“Committee” means the Benefit Design and Administration Committee, or any
designated group with similar responsibilities.
	 
	 	1.5	 	“Company” means Goodrich Corporation.
	 
	 	1.6	 	“Eligible Employee” means an individual (a) who is or was an employee of the
Company, (b) who is or was a participant in the Goodrich Retirement Plan, and (c) who
is or has been designated as an Eligible Employee by the Board.




 









 












	 	1.7	 	“Goodrich Retirement Plan” means the Goodrich Corporation Employees’ Pension
Plan, as it may be amended from time to time, and its predecessors and successors.
	 
	 	1.8	 	“IRS Limits” means the limitations on qualified retirement plan benefits
contained in the Code, including Code Sections 401(a)(17) and 415, as amended from time
to time. The Committee, in its sole discretion, may authorize the inclusion of
additional Code Sections for purposes of this Plan.
	 
	 	1.9	 	“Normal Form of Benefit” means the same form of benefit payment, the same
benefit commencement date, and the same beneficiary as elected by an Eligible Employee
under the Goodrich Retirement Plan.
	 
	 	1.10	 	“Plan” means this Goodrich Corporation Pension Benefit Restoration Plan, as in
effect at any time.
	 
	 	1.11	 	“Restricted Retirement Allowance” means, for any calendar year, the amount of
pension benefits paid to an Eligible Employee from the Goodrich Retirement Plan.
	 
	 	1.12	 	“Supplemental Pension Benefit” means the benefit calculated under Article II of
this Plan.
	 
	 	1.13	 	“Total Retirement Allowance” means, for any calendar year, the total amount
that would be paid to an Eligible Employee (or to his or her beneficiary) from the
Goodrich Retirement Plan calculated in the following manner:






	 	(a)	 	By disregarding the IRS Limits contained in the Goodrich
Retirement Plan;
	 
	 	(b)	 	By increasing the Eligible Employee’s “Earnings” under the
Goodrich Retirement Plan by the amount of salary reduction contributions made
to nonqualified deferred compensation plans maintained by the Company; and
	 
	 	(c)	 	In the discretion of the Committee, by giving an Eligible
Employee credit for “Vesting Service” and “Benefit Service” under the Goodrich
Retirement Plan for all of the Eligible Employee’s service with the Company
(and predecessor companies, if applicable).





ARTICLE II. COMPUTATION OF SUPPLEMENTAL PENSION BENEFITS





	 	2.1	 	If an Eligible Employee’s Total Retirement Allowance exceeds the Restricted
Retirement Allowance payable to the Eligible Employee for any calendar year, the
Eligible Employee shall be entitled to receive a Supplemental Pension Benefit from this
Plan equal to the amount of such excess. Supplemental Pension Benefits shall be
calculated using the Normal Form of Benefit.




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ARTICLE III. SOURCE AND TIMING OF PAYMENT AND BENEFITS





	 	3.1	 	Except as otherwise provided in Section 3.2, Supplemental Pension Benefits
shall be paid in cash at the same time, in the same form, and to the same person or
persons receiving the Restricted Retirement Allowance.
	 
	 	3.2	 	An Eligible Employee may elect to have his or her Supplemental Pension Benefits
paid in a single lump sum payment. Lump sum amounts for Eligible Employees shall be
paid to the Eligible Employee 90 days after the Eligible Employee’s benefit
commencement date under the Goodrich Retirement Plan, or as soon as administratively
feasible thereafter. The election of a lump sum payment shall be made in writing and
may be delivered to the Committee at any time up to 30 days before the Eligible
Employee’s benefit commencement date. Lump sum payments shall be calculated using an
immediate annuity factor and the interest rate and mortality table specified in the
Goodrich Retirement Plan as of the valuation date. Lump sum payments shall be in lieu
of all Supplemental Pension Benefits, but shall have no effect on the form, timing, or
amount of any distribution made from the Goodrich Retirement Plan.
	 
	 	3.3	 	Supplemental Pension Benefits under this Plan shall be subject to Federal,
state, and local laws applicable to income tax withholding. Supplemental Pension
Benefit payments shall be reduced by amounts withheld.





ARTICLE IV. DEATH BENEFITS





	 	4.1	 	Except as provided in Section 4.3, if an Eligible Employee dies prior to
retirement, his or her surviving spouse shall be entitled to receive a supplemental
survivor annuity under this Plan. The amount of the supplemental survivor annuity for
any calendar year shall be the excess of the Total Retirement Allowance applicable to
the surviving spouse over the Restricted Retirement Allowance payable to the surviving
spouse calculated using the methodology contained in the Goodrich Pension Plan.
	 
	 	4.2	 	Death benefits under this Plan for the surviving spouse of an Eligible Employee
shall be paid at the same time and in the same form as death benefits are paid to the
surviving spouse under the Goodrich Retirement Plan.
	 
	 	4.3	 	If an Eligible Employee dies after attaining age 55 and completing 5 years of
vesting service, the Eligible Employee’s surviving spouse shall receive a lump sum
benefit in lieu of the death benefit provided under Section 4.1. The lump sum benefit
shall be the amount the Eligible Employee would have been entitled to receive as a lump
sum benefit if the Eligible Employee had retired on the day before his or her death.
Lump sum payments to a surviving spouse of an Eligible Employee shall be paid to the
surviving spouse 90 days after the surviving spouse’s benefit commencement date under
the Goodrich Retirement Plan, or as soon as administratively feasible thereafter.




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ARTICLE V. AMENDMENT AND TERMINATION





	 	5.1	 	The Board reserves the right to amend this Plan or terminate it at any time;
provided, however, that no such amendment or termination shall have the effect of
reducing the amount of Supplemental Pension Benefits already accrued prior to such
amendment or termination. The Committee may amend the Plan at any time, provided that
amendments made by the Committee shall only be valid if the amendments do not
materially impact the cost or the nature of the Plan.
	 
	 	5.2	 	In the event of Plan Termination, any amounts which have accrued under the Plan
prior to the date of termination shall be paid, at the discretion of the Company,
either in a single lump sum payment or by the delivery of a fully paid-up and
non-transferable annuity policy issued by an insurance company.





ARTICLE VI. GENERAL PROVISIONS





	 	6.1	 	This Plan shall be administered by the Committee, which shall maintain records
to enable the Committee to identify Eligible Employees and/or beneficiaries who are
entitled to receive Supplemental Pension Benefits or death benefits.
	 
	 	6.2	 	The right or interest of any person to a Supplemental Pension Benefit or a
death benefit under this Plan shall not be subject to voluntary or involuntary
alienation, assignment, or transfer of any kind.
	 
	 	6.3	 	The establishment of this Plan shall not confer any legal right to an Eligible
Employee for continuation of employment, or interfere with the right of the Company to
discharge an Eligible Employee or to treat an Eligible Employee without regard to the
impact that such treatment may have under this Plan.
	 
	 	6.4	 	Except to the extent that Federal law is controlling, this Plan shall be
construed and administered in accordance with the laws of the State of North Carolina.





ARTICLE VII. CHANGE IN CONTROL





	 	7.1	 	A “Potential Change in Control” shall be deemed to occur:






	 	(a)	 	at the time the Company enters into an agreement, the
consummation of which would result in a Change in Control; or
	 
	 	(b)	 	at the time the Company or any individual, entity, or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
publicly announces an intention to take actions, which if consummated, would
result in a Change in Control; or
	 
	 	(c)	 	the Board in its discretion determines, based on facts and
circumstances, that a Change in Control is possible.




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	 	7.2	 	Upon or following the occurrence of a Potential Change in Control, if so
directed by the Board in its sole discretion, the Company shall set aside in a grantor
trust, either existing or to be established, such amount as may be determined by the
Board not to exceed the projected benefit obligations under the Plan as of the
anticipated date of the possible Change in Control, less any amounts previously set
aside in a grantor trust to provide benefits under the Plan. If a Change in Control
does not occur within a reasonable time after the date such funds are set aside, the
funds, adjusted for any gains or losses, shall revert to the Company.






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