**Exhibit 10.2****VOUGHT AIRCRAFT INDUSTRIES, INC.****2006 INCENTIVE AWARD PLAN****SAR AGREEMENT****GRANT NOTICE**     Pursuant to this Stock Appreciation Right Agreement dated [DATE] (together with AppendixA hereto, the “***Agreement***”), Vought Aircraft Industries, Inc., a Delaware corporation (the“***Company***”) hereby grants [NAME] (the “***Participant***”), the following award of Stock AppreciationRights (“***SARs***”) pursuant and subject to the terms and conditions of this Agreement and theCompany’s 2006 Incentive Award Plan (the “***Plan***”), the terms and conditions of which are herebyincorporated into this Agreement by reference. Except as otherwise expressly provided herein, allcapitalized terms used in this Agreement, but not defined, shall have the meanings provided in thePlan. Subject to the terms and conditions of this Agreement, including those provided inAppendix A, the principal features of this award are as follows:     **Number of SARs**: [___]     **Grant Date**: [DATE]     **Exercise Price**: [$_]/share     **Vesting of SARs**: Except as otherwise provided herein, the SARs shall vest and becomeexercisable as to 100% of the shares of Stock subject thereto as of December 31, 2012, subject tothe Participant’s continued employment with the Company through such date, *provided*, that if, as ofDecember 31 of each of 2006, 2007, 2008 and 2009 (each one-year period terminating on each suchDecember 31, a “***Performance Period***” within the meaning of the Plan), the Company attains thePerformance Goals applicable to such Performance Period (as described below), then the SARs shallvest and become exercisable with respect to 25% of the shares of Stock subject thereto on suchDecember 31. Each date on which any SARs vest and become exercisable shall be referred to hereinas a “***Vesting Date***.”     **Performance Goals**: **•** [Year 1 Performance Goal (For the Period endingDecember 31, 2006):]  **•** [Year 2 Performance Goal (For the Period ending December 31, 2007):]  **•** [Year 3 Performance Goal (For the Period ending December 31, 2008):]  **•** [Year 4 Performance Goal (For the Period ending December 31,2009):]
 

 
     **Termination Period**: Except as provided below, the SARs shall be canceled and forfeited withoutpayment of consideration therefor with respect to all shares of Stock subject thereto (whethervested or unvested) as of the start of business on the date that the Participant’s employment withthe Company terminates. Notwithstanding the foregoing, (i) if the Participant’s employment isterminated by the Company without Cause (as defined below) then, to the extent that the SARs arevested and exercisable as of such date of termination, the SARs shall remain outstanding andexercisable for thirty (30) days after such date of termination, and (ii) if the Participant’semployment terminates due to the Participant’s death or Disability then, to the extent that theSARs are vested and exercisable as of such date of termination and the Fair Market Value exceedsthe applicable Exercise Price, the SARs shall be deemed to be exercised as of such date oftermination. In no event shall any SARs be exercisable after the Expiration Date stated below.For purposes of this Agreement, “Cause” means Cause as defined in a Participant’semployment agreement with the Company if such an agreement exists and contains a definition ofCause, or, if no such agreement exists or such agreement does not contain a definition of Cause,then Cause means (i) a Participant’s failure substantially to perform his or her duties, other thanany such failure resulting from the Participant’s disability, after notice and reasonableopportunity for cure, all as determined by the Committee; (ii) a Participant’s willful misconduct,gross negligence or a breach of fiduciary duty that, in each case or in the aggregate, results inmaterial harm to the Company; (iii) a Participant’s having been the subject of any order, judicialor administrative, obtained or issued by the Securities Exchange Commission, for any securitiesviolation involving fraud, including any such order consented to by the individual in whichfindings of facts or any legal conclusions establishing liability are neither admitted nor denied;(iv) a Participant’s conviction, plea of no contest, plea of *nolo contendere*, or imposition ofunadjudicated probation for any felony or crime involving moral turpitude; (v) a Participant’sunlawful use (including being under the influence) or possession of illegal drugs on the Company’spremises or while performing his or her duties and responsibilities; or (vi) a Participant’s act offraud, dishonesty, embezzlement, or misappropriation, in each case, against the Company orinvolving Company assets.     **Expiration Date**: [DATE]     The Participant’s signature below indicates the Participant’s agreement with and understandingthat this award is subject to all of the terms and conditions contained in the Plan and in thisAgreement (including Appendix A), and that, in the event that there are any inconsistenciesbetween the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.The Participant further acknowledges that the Participant has read and understands the Plan andthis Agreement, including Appendix A hereto, which contains the specific terms and conditions ofthis grant of SARs. The Participant hereby agrees to accept as binding, conclusive and final alldecisions or interpretations of the Committee upon any questions arising under the Plan or thisAgreement.
 

 
       VOUGHT AIRCRAFT INDUSTRIES, INC. PARTICIPANT                   [Name]Name:   Address:         Title:           
 

 
**APPENDIX A****TERMS AND CONDITIONS OF SARS**     1. Grant. The Company hereby grants to the Participant the SARs set forth in theGrant Notice at the Exercise Price per SAR set forth in the Grant Notice, which Exercise Priceshall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date, subjectto all of the terms and conditions contained in this Agreement and the Plan. All capitalized termsused but not defined herein shall have the meanings provided in the Grant Notice and the Plan.     2. SARs. As of the applicable Vesting Date, subject to the satisfaction of applicablevesting requirements (as described in the Grant Notice), each vested SAR shall represent the right,upon exercise, to receive payment in accordance with Section 6 below of an amount equal to theexcess of (x) the Fair Market Value of a share of Stock on the date the SAR is exercised over (y)the per share Exercise Price indicated in the Grant Notice (the “Per Share SAR Value”). Unless anduntil a SAR vests and is exercised by the Participant, the Participant shall have no right topayment in respect of any such SAR. Prior to actual payment in respect of any vested and exercisedSAR, such SAR will represent an unsecured obligation of the Company, payable (if at all) only fromthe general assets of the Company.     3. Exercisability. *a.* *General*. Subject to the limitations contained in thisAgreement, the SARs shall become vested and exercisable in such amounts and atsuch times as are set forth in the Grant Notice. No portion of the SARs whichhas not become vested and exercisable at the date of the Participant’stermination of employment with the Company shall thereafter become vested andexercisable. The installments provided for in the vesting schedule set forthin the Grant Notice are cumulative. Each such installment which becomes vestedand exercisable pursuant to the vesting schedule set forth in the Grant Noticeshall remain vested and exercisable until it terminates as provided in theGrant Notice.  *b.* *Other Limitations*. Except as provided in the Grant Notice,only the Participant may exercise the SARs or any portion thereof. If theexercise of the SARs or the payment with respect thereto would constitute aviolation of any applicable federal or state securities or other law orregulation, then the SARs may not be exercised.     4. Method of Exercise. The SARs shall be exercisable by written notice (substantiallyin the form attached hereto as Exhibit A). Such notice shall state the number of shares ofStock for which the SARs are being exercised and contain such other representations and agreementswith respect to such shares as may be required by the Committee pursuant to the provisions of thePlan (whether or not currently included in Exhibit A, including without limitation, thoserepresentations included in the Investment Representation Statement annexed as Exhibit Bhereto). The notice shall be signed by the Participant and delivered in person or by
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certified mail to the Secretary of the Company. The SARs shall be deemed to be exercised uponreceipt by the Company of such written notice. Notwithstanding any of the foregoing, the Committeeshall have the right to specify all conditions of the manner of exercise, which conditions may varyand which may be subject to change from time to time.     5. Termination of Employment. If the Participant’s employment with the Company isterminated for any reason, all SARs that have not vested prior to such termination shall beimmediately forfeited by the Participant as of such date of termination without considerationtherefor.     6. Payment after Exercise. Upon exercise, the exercised SARs shall entitle theParticipant to receive an aggregate amount equal to the product of (x) the Per Share SAR Valuetimes (y) the number of shares of Stock with respect to which the SAR is exercised. Such amountshall be payable in whole shares of Stock (based on its Fair Market Value as of the date on whichthe SAR is exercised), with fractional amounts paid in cash; *provided, however*, that in theCommittee’s sole discretion, any or all SARs may instead be paid in cash (in lieu of shares).Payments in respect of any SARs that vest and are exercised in accordance herewith shall be made tothe Participant (or in the event of the Participant’s death, to the Participant’s estate), on assoon as practicable after the applicable Payment Date, but in any event within sixty (60) daysafter such Payment Date.     7. Tax Withholding. The Company shall have the authority and the right to deduct orwithhold, or to require the Participant to remit to the Company, an amount sufficient to satisfyall applicable federal, state and local taxes (including the Participant’s employment taxobligations) required by law to be withheld with respect to any taxable event arising in connectionwith the SARs. Unless otherwise determined by the Committee, the Company shall, in satisfaction ofthe foregoing requirement, withhold shares of Stock otherwise issuable in respect of any SARshaving a Fair Market Value equal to the sums required to be withheld, and the Participant herebyagrees to such withholding of shares.     8. Rights as Shareholder. Neither the Participant nor any person claiming under orthrough the Participant will have any of the rights or privileges of a shareholder of the Companyin respect of any shares of Stock that may become deliverable hereunder unless and untilcertificates representing such shares of Stock shall have been issued, recorded on the records ofthe Company or its transfer agents or registrars, and delivered to the Participant or any personclaiming under or through the Participant.     9. Non-Transferability. Unless transferred to a permitted transferee in accordancewith Section 10.3 of the Plan, SARs may not be sold, pledged, assigned or transferred in any mannerother than by will or the laws of descent and distribution, unless and until the shares of Stockunderlying the SARs have been issued (or cash distributed in lieu of Stock), and all restrictionsapplicable to any such shares of Stock have lapsed. Neither the SARs nor any interest or righttherein shall be liable for the debts, contracts or engagements of the Participant or hissuccessors in interest or shall be subject to disposition by transfer, alienation, anticipation,pledge, encumbrance, assignment or any other means whether such disposition be voluntary orinvoluntary or by operation of law by judgment, levy, attachment, garnishment or any other
 

 
legal or equitable proceedings (including bankruptcy), and any attempted disposition thereofshall be null and void and of no effect, except to the extent that such disposition is permitted bythe preceding sentence.     10. Distribution of Stock. Notwithstanding anything herein to the contrary, (a) nopayment shall be made under this Agreement in the form of shares of Stock unless the shares ofStock issuable upon such payment are then registered under the Securities Act or, if such shares ofStock are not then so registered, the Committee has determined that such payment and issuance wouldbe exempt from the registration requirements of the Securities Act, and (b) the Company shall notbe required to issue or deliver any certificates evidencing shares of Stock pursuant to thisAgreement unless and until the Committee (i) has determined that the issuance and delivery of suchcertificates are in compliance with all applicable laws and regulations and, if applicable, therequirements of any exchange on which the shares of Stock are listed or traded, and (ii) hasobtained the consent or approval of any governmental or regulatory authority that the Committeedeems to be necessary or desirable as a condition to the issuance of any such certificates to theParticipant (or his or her estate). All certificates delivered pursuant to this Agreement shall besubject to any stop-transfer orders and other restrictions as the Committee deems necessary oradvisable to comply with federal, state, or local securities or other laws, rules and regulationsand the rules of any national securities exchange or automated quotation system on which the sharesof Stock are listed, quoted, or traded. The Committee may place legends on any certificate toreference restrictions applicable to the shares of Stock. In addition to the terms and conditionsprovided herein, the Committee may require that the Participant make such reasonable covenants,agreements, and representations as the Committee, in its sole discretion, deems advisable in orderto comply with any such laws, regulations, or requirements, including those representationsincluded in the Investment Representation Statement annexed as Exhibit B hereto. TheCommittee shall have the right to require the Participant to comply with any timing or otherrestrictions with respect to the settlement of any SARs pursuant to this Agreement, including awindow-period limitation, as may be imposed in the discretion of the Committee. Any shares ofStock that may be distributed pursuant to this Agreement may consist, in whole or in part, ofauthorized and unissued shares, treasury shares or shares purchased on the open market. Nofractional shares shall be issued and the Committee shall determine, in its sole discretion,whether cash shall be given in lieu of fractional shares or whether such fractional shares shall beeliminated by rounding up or down as appropriate.     11. Restrictions on Shares. Shares of Stock issued pursuant to the exercise of anySARs shall be subject to such terms and conditions as the Committee shall determine in its solediscretion, including, without limitation, transferability restrictions, repurchase rights,requirements that such shares be transferred in the event of certain transactions, rights of firstrefusal with respect to permitted transfers of shares, voting agreements, tag-along rights andbring-along rights. Such terms and conditions may, in the Committee’s sole discretion, becontained in a stockholders’ agreement or such other agreement as the Committee shall determine, ineach case in a form determined by the Committee. The issuance of such shares shall be conditionedon the Participant’s consent to such terms and conditions and/or the Participant’s entering intosuch agreement or agreements. Without limiting the generality of the foregoing, the Participanthereby agrees that as a condition to the issuance of any shares of Stock payable with respect tothe SARs, at the Company’s request, Participant shall execute a
 

 
stockholders’ agreement (or joinder or counterpart signature page thereto) in a formprescribed by the Company (a “Stockholders’ Agreement”) and that Participant and any andall shares issued with respect to the SARs shall be subject to the terms and conditions of theStockholders’ Agreement.     12. Lock-Up Period. The Participant hereby agrees that, if so requested by theCompany or any representative of the underwriters (the “Managing Underwriter”) inconnection with any registration of the offering of any securities of the Company under theSecurities Act or any applicable state laws, the Participant shall not sell or otherwise transferany shares of Stock or other securities of the Company during (a) the 180-day period (or suchlonger period as may be requested in writing by the Managing Underwriter and agreed to in writingby the Company) following the effective date of a registration statement of the Company filed underthe Securities Act in connection with the Company’s initial public offering of Common Stock, or (b)the 90-day period following the effective date of a registration statement filed by the Companyunder the Securities Act in connection with any other public offering of Common Stock (in eithercase, the “Market Standoff Period”). The Company may impose stop-transfer instructionswith respect to securities subject to the foregoing restrictions until the end of such MarketStandoff Period and these restrictions shall be binding on any transferee of such shares.     13. No Effect on Employment. Nothing in this Agreement or in the Plan shall conferupon the Participant any right to continue to serve as an employee or other service provider of theCompany or any of its Subsidiaries.     14. Severablility. In the event that any provision in this Agreement is held invalidor unenforceable, such provision will be severable from, and such invalidity or unenforceabilitywill not be construed to have any effect on, the remaining provisions of this Agreement, whichshall remain in full force and effect.     15. Tax Consultation. The Participant understands that the Participant may sufferadverse tax consequences in connection with the SARs granted pursuant to this Agreement. TheParticipant represents that the Participant has consulted with any tax consultants that theParticipant deems advisable in connection with the SARs and that the Participant is not relying onthe Company for tax advice.     16. Amendments, Suspension and Termination. To the extent permitted by the Plan, thisAgreement may be wholly or partially amended or otherwise modified, suspended or terminated at anytime or from time to time by the Committee.     17. Relationship to other Benefits. Neither the SARs nor payment in respect thereofshall be taken into account in determining any benefits pursuant to any pension, retirement,savings, profit sharing, group insurance, welfare or other benefit plan of the Company or anySubsidiary.     18. Conformity to Securities Laws. The Participant acknowledges that the Plan andthis Agreement are intended to conform to the extent necessary with all provisions of theSecurities Act and the Exchange Act and any and all regulations and rules promulgated by theSecurities and Exchange Commission thereunder, and all applicable state securities laws and
 

 
regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered,and the SARs are granted, only in such a manner as to conform to such laws, rules and regulations.To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended tothe extent necessary to conform to such laws, rules and regulations.     19. Limitations Applicable to Section 16 Persons. Notwithstanding any other provisionof the Plan or this Agreement, if the Participant becomes subject to Section 16 of the ExchangeAct, the Plan, the SARs and this Agreement shall be subject to any additional limitations set forthin any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment toRule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.To the extent permitted by applicable law, this Agreement shall be deemed amended to the extentnecessary to conform to such applicable exemptive rule.     20. Code Section 409A. Neither the SARs nor any amounts payable in respect of theSARs (together, “Payments”) are intended to provide for any deferral of compensationsubject to Code Section 409A. Notwithstanding the foregoing, if the Committee determines that anyPayments may be subject to Section 409A of the Code and related Department of Treasury guidance(including such Department of Treasury guidance as may be issued after the Grant Date), theCommittee may adopt such amendments to this Agreement or adopt such other policies and procedures(including amendments, policies and procedures with retroactive effect), or take any other actionsthat the Committee reasonably determines are necessary to (a) exempt such Payments from Section409A of the Code and/or preserve the intended tax treatment of such Payments, or (b) comply withthe requirements of Section 409A of the Code and related Department of Treasury guidance, *provided*,that no such amendment, policy or procedure shall reduce the value of any Payments. Withoutlimiting the generality of the incorporation of the Plan by reference that is contained in theGrant Notice, Section 16.14 of the Plan pertaining to Code Section 409A is hereby expresslyincorporated by reference into this Agreement.     21. Adjustments. The Participant acknowledges that the SARs are subject tomodification and termination in certain events as provided in this Agreement and Article 11 of thePlan.     22. Successors and Assigns. The Company may assign any of its rights under thisAgreement to single or multiple assignees, and this Agreement shall inure to the benefit of thesuccessors and assigns of the Company. Subject to the restrictions on transfer contained herein,this Agreement shall be binding upon the Participant and his or her heirs, executors,administrators, successors and assigns.     23. Governing Law. The laws of the State of Delaware shall govern the interpretation,validity, administration, enforcement and performance of the terms of this Agreement regardless ofthe law that might be applied under principles of conflicts of laws.     24. Captions. Captions provided herein are for convenience only and are not to serveas a basis for interpretation or construction of this Agreement.