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Exhibit 10.1
 VOUGHT AIRCRAFT INDUSTRIES, INC.
2006 INCENTIVE AWARD PLAN
 ARTICLE 1.
 PURPOSE
 Plan Company
 ARTICLE 2.
 DEFINITIONS AND CONSTRUCTION
 
 Award
 Award Agreement
 Board
 Change in Control Carlyle non-cash consideration




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Code
 Committee
 Consultant
 Covered Employee
 Deferred Stock
 Disability
 Dividend Equivalents
 Effective Date
 Eligible Individual
 Employee
 Exchange Act
 Fair Market Value Wall Street
Journal
 2




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Incentive Stock Option
 Independent Director
 Non-Employee Director
 Non-Qualified Stock Option
 Option
 Participant
 Performance-Based Award
 Performance Bonus Award
 Performance Criteria
 Performance Goals
 3




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Performance Period
 Performance Share
 Performance Stock Unit
 Plan
 Public Trading Date
 Qualified Performance-Based Compensation
 Restricted Stock
 Restricted Stock Unit
 Securities Act
 Stock
 Stock Appreciation Right SAR
 4




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Stock Payment
 Subsidiary
 ARTICLE 3.
 SHARES SUBJECT TO THE PLAN
 Number of Shares
   Stock Distributed
 Limitation on Number of Shares Subject to Awards provided, however,
 5




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ARTICLE 4.
 ELIGIBILITY AND PARTICIPATION
 Eligibility
 Participation
 Foreign Participants provided,
however
 ARTICLE 5.
 STOCK OPTIONS
 General
 Exercise Price provided 6
        Time and Conditions of Exercise provided
 Payment provided
 Evidence of Grant
 Incentive Stock Options
 Dollar Limitation
 Ten Percent Owners
 7




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Notice of Disposition
 Right to Exercise
 Failure to Meet Requirements
 ARTICLE 6.
 RESTRICTED STOCK AWARDS
 Grant of Restricted Stock
 Issuance and Restrictions
 Forfeiture provided, however
 Certificates for Restricted Stock
 8




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ARTICLE 7.
 STOCK APPRECIATION RIGHTS
       ARTICLE 8.
 OTHER TYPES OF AWARDS
 Performance Share Awards
 Performance Stock Units
 9




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Dividend Equivalents
   Stock Payments provided
 Deferred Stock
 Restricted Stock Units
 10




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Performance Bonus Awards Performance Bonus Award
 Term
 Exercise or Purchase Price provided, however
 Exercise upon Termination of Employment or Service provided, however provided, however
 Form of Payment
 Award Agreement
 11




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ARTICLE 9.
 PERFORMANCE-BASED AWARDS
 Purpose provided, however
 Applicability
 Procedures with Respect to Performance-Based Awards
 Payment of Performance-Based Awards
 12




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Additional Limitations
 ARTICLE 10.
 PROVISIONS APPLICABLE TO AWARDS
 Stand-Alone and Tandem Awards
 Award Agreement
 Limits on Transfer
 13




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Restrictions on Shares
 Investment Intent
 Beneficiaries
 14




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Stock Certificates; Book Entry Procedures
   Paperless Exercise
 ARTICLE 11.
 CHANGES IN CAPITAL STRUCTURE
 Adjustments
 15
              16




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Acceleration Upon a Change in Control
 No Other Rights
 ARTICLE 12.
 ADMINISTRATION
 Committee
 17




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Governance of the Committee
 Authority of Committee
    provided, however
       18




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Decisions Binding
 Delegation of Authority
 ARTICLE 13.
 EFFECTIVE AND EXPIRATION DATE
 Effective Date Effective Date
 Expiration Date
 ARTICLE 14.
 AMENDMENT, MODIFICATION, AND TERMINATION
 Amendment, Modification, and Termination provided, however
 19




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Awards Previously Granted
 ARTICLE 15.
 Restrictions on Shares
 ARTICLE 16.
 GENERAL PROVISIONS
 No Rights to Awards
 No Stockholders Rights
 Withholding
 20




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No Right to Employment or Services
 Unfunded Status of Awards
 Indemnification provided
 Relationship to Other Benefits
 Expenses
 21




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Titles and Headings
 Fractional Shares
 Limitations Applicable to Section 16 Persons
 Government and Other Regulations
 Governing Law
 Section 409A
 22




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* * * * *
  * * * * *
   /s/ Kevin P. McGlinchey/s/ Kevin P. McGlincheyKevin P. McGlincheyCorporate Secretary
 23