EX-10.1



 






EXHIBIT 10.1




STOCK OPTION AWARD AGREEMENT




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



     THIS
STOCK OPTION AWARD AGREEMENT (hereinafter, the “Agreement”) is made as of this ___ day of
____________, ______, by and between Goodrich Corporation, a New York corporation (the “Company”),
and _________ (the “Optionee”). For the 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, Optionee is employed by the Company or its subsidiary corporations, as defined in the
Plan; and



     WHEREAS, the Company wishes to grant to Optionee an award of stock options 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
parties agree as follows:



     1. Grant
of Options. The Committee has granted to Optionee as of ____________ (the
“Grant Date”),
____________ options to purchase shares of common stock, par value $5.00 per share, of
the Company (“Common Stock”), upon the terms and conditions set forth in this Agreement and the
Plan. The options granted under this Agreement are intended to be non-statutory stock options.



     2. Exercise Price. The exercise price of the shares of Common Stock covered by the
option shall be
____________ per share. This option price represents 100% of the fair market value of
the Common Stock on the date of grant, as calculated under the Plan.



     3. Term of Option. The term of the options shall be ten (10) years from the date
hereof, subject to earlier termination as provided in this Section 3. The date which is ten (10)
years after the Grant Date shall be termed the “Expiration Date”.



     4. Vesting of Options. The options granted hereunder will be deemed vested upon
Optionee’s continued employment with the Company or one of the Company’s subsidiary corporations on
the dates set forth in the following schedule:



	 	 	 
	One (1) year from the Grant Date hereof

	 	33 1/3 % of the options
	Two (2) years from the Grant Date hereof

	 	66 2/3 % of the options
	Three (3) years from the Grant Date hereof

	 	100 % of the options






     5. Post-Employment Exercise of Options.




     (a) 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 retirement at the Normal
Retirement Date or later, as 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 vest immediately upon such termination and Optionee’s privilege to purchase
shares may be exercised by Optionee at any time but in no event later than either the date which 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.



     (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 2 hereof, and Optionee’s privilege to purchase shares may be
exercised by Optionee at any time but in no event later than either the date which 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



     (c) If Optionee’s employment with the Company or a subsidiary corporation terminates prior to
the Expiration Date by reason of permanent and total disability, as determined on the basis of
medical evidence satisfactory to the Company, then all unvested options shall vest immediately upon
such termination and Optionee’s privilege to purchase shares may be exercised by Optionee at any
time but in no event later than either the date which is five (5) years after the date Optionee’s
employment terminates or the Expiration Date, whichever occurs first, and thereafter shall
terminate.



     (d) If Optionee’s employment with the Company or a subsidiary corporation terminates prior to
the Expiration Date by reason of death, then all unvested options shall vest immediately upon such
termination and Optionee’s privilege to purchase shares may be exercised by Optionee’s executors or
administrators at any time but in no event later than either the date that is five (5) years after
the date Optionee’s employment terminates or the Expiration Date, whichever occurs first, and
thereafter shall terminate.



     (e) If Optionee’s employment with the Company or a subsidiary corporation terminates for any
reason other than death or permanent and total disability or at a time when Optionee is not
eligible for retirement, in each case as referred to above in Sections 5 (a), (b) and (c), then
Optionee’s privilege to purchase shares pursuant to options that are vested as the date of
termination may be exercised by Optionee at any time within ninety (90) days of the termination of
Optionee’s employment, but in no event later than the Expiration Date, and thereafter shall
terminate.



     (f) In the event of a Change in Control, the options granted under this Agreement shall vest
immediately upon such Change in Control and shall remain exercisable by Optionee until the earlier
of (a) the date two years after the Change in Control effective date or (b) the Expiration Date.



     (g) Notwithstanding any provisions of this Agreement to the contrary, if Optionee’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 terminate the options 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 Optionee of an act of fraud or embezzlement against the



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Company or any of its subsidiary corporations, (ii) a conviction of Optionee (or a plea of
nolo contendere in lieu thereof) for any crime involving fraud, dishonesty or moral
turpitude; or (iii) intentional violation by Optionee 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. Method of Exercising Option. The option hereby granted may be exercised at any
time as to all or any of the shares then purchasable in accordance with this Agreement by payment
in full therefor, at the corporate offices of the Company, either in (a) cash (including checks,
bank draft money order or wire transfer) or (b) by delivering Common Stock owned of record by
Optionee, or a combination of cash and Common Stock owned of record by Optionee. The fair market
value of the Common Stock so delivered 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 date
(as of 4:00 p.m. Eastern Time). The utilization of Common Stock for all or part of the option
price shall be subject to rules and conditions issued by the Board or the Committee including but
not limited to common stock holding period requirements relating to pyramiding rules, regulations,
principles and practices of the Internal Revenue Service, the Securities and Exchange Commission
and the accounting profession. Upon receipt of such payment and payment of any required
withholding taxes, the Company will issue, sell and deliver fully paid and nonassessable shares of
Common Stock in the amount for which payment is so made. As soon as practicable after such
payment, the Company shall either transfer physical possession of a certificate or certificates
representing the shares of Common Stock so purchased or provide for book entry transfer of such
shares to the Optionee.



     7. Optionee’s Alternative to Exercising Options.




     (a) In the event of a Change in Control, and as an alternative to the exercise provisions
contained above, Optionee may under certain limited conditions hereinafter set forth, elect to
surrender and terminate the option granted herein as to all or any of the shares then purchasable
in accordance with this Agreement and receive cash from the Company.



     (b) A written application containing an election to exercise this Section 7 alternative must
be submitted to the Secretary of the Company, or his or her designee, during the period that
commences on the date on which a Change in Control occurs and ends on the 60th day thereafter.



     (c) The amount of cash paid upon exercise of this Section 7 alternative shall equal the total
number of option shares surrendered multiplied by the amount by which the fair market value of a
share of the Company’s common stock on the date of exercise exceeds the option price. The fair
market value of common stock, for purposes of this paragraph, shall be the arithmetic mean of the
high and low prices of the common stock as reported on the New York Stock Exchange-Composite
Transactions listing (or similar report) on the exercise date (as of 4:00 p.m. Eastern Time) as
determined in this Section 7(c), or, if no sale was made on such date, then on the next preceding
day on which a sale was made.



     (d) This Section 7 alternative shall not be available more than six months after (i)
Optionee’s retirement from the Company or one of its subsidiaries, or (ii) Optionee ceases to be
considered an “executive officer” of the Company and therefore subject to Section 16(b) of the
Exchange Act.



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     8. Assignability. The rights of Optionee, contingent or otherwise, in the options
cannot and shall not be sold, assigned or pledged or otherwise transferred or encumbered other than
by will or by the laws of descent and distribution.



     9. Rights as a Shareholder. Neither Optionee 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.



     10. Changes in Capital Structure. The number of options covered by this Agreement and
the exercise price thereof 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 are affected.



     11. Governing Law. This grant and exercise of this option is subject to the condition
that this option, together with any other options granted on the Grant Date, will conform with any
applicable provisions of any State or Federal law or regulation in force either at the time of
grant of the option or the exercise thereof. The Committee and the Board reserve the right
pursuant to the condition mentioned in this paragraph to terminate all or a portion of this option
if, in the opinion of the Committee and the Board, this option or the exercise thereof 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 is to be governed by the laws of the State of New York, without regard to
conflicts of laws principles thereof.



     12. Tax Withholding. Optionee’s ability to exercise Optionee’s options and receive
the benefits of such exercise are contingent upon Optionee’s agreement that Optionee will remit to
the Company any taxes that the Company is required by law to collect from Optionee. The Company
reserves the right to deduct from the total number of shares purchased by Optionee pursuant to the
exercise of the options the number of shares the fair market value of which equals any tax
withholding obligation that the company has upon Optionee’s exercise of the option. The Company
also reserves the right to require that any such taxes be remitted to the Company from the proceeds
of the sale of any stock acquired by Optionee through exercise of the option by any stock broker
effecting such sale.



     13. Continued Employment. Nothing contained herein shall be construed as conferring
upon the Optionee the right to continue in the employ of the Company or any of its subsidiaries as
an executive or in any other capacity.



     14. 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 Optionee or upon Optionee’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.



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     15. 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.



     16. Consent to Jurisdiction. Optionee 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 Optionee. The Optionee waives any objection to venue of any action
instituted under this Agreement.



     17. 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 Optionee 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.



     18. Further Assurances. At any time, and from time to time after executing this
Agreement, the Optionee 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.



     19. 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.



     20. Captions. Captions herein are for convenience of reference only and shall not be
considered in construing this Agreement.



     21. 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 that it
has not made any, and makes no promises, representations or undertakings, other than those
expressly set forth or referred to therein.



     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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