exv10w1






Exhibit 10.1


AMENDMENT TO THE

SPIRIT AEROSYSTEMS HOLDINGS, INC.

AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN




     THIS AMENDMENT (“Amendment”) to the Spirit AeroSystems Holdings, Inc. Amended and Restated
Executive Incentive Plan (the “Plan”) is made by Spirit AeroSystems Holdings, Inc. (the “Company”),
as sponsor of the Plan.



     WHEREAS, the Company sponsors the Plan and has reserved the unilateral right to amend the Plan
pursuant Section 8.01 of the Plan; and



     WHEREAS, it has become desirable to amend the Plan to extend the time-based service condition
applicable to Restricted Shares under Section 5.02.C. of the Plan for certain key officers of the
Company in an effort to secure further services from them; and



     WHEREAS, the Company’s board of directors has reviewed the terms and provisions of this
Amendment and found them acceptable.



     NOW, THEREFORE, on the basis of the foregoing premises, the Plan is hereby amended as follows:



     1. Modification of Period of Service. Section 5.02.C. of the Plan is amended in its
entirety to read as follows:




	 	C.	 	Period of Service. The percentage determined under this
Paragraph C. upon a Liquidity Event shall be as follows:






	 	1.	 	For each Participant actively performing services for
the Employer on the date of the Liquidity Event, 100%; and
	 
	 	2.	 	For each Participant not actively performing services
for the Employer on the date of the Liquidity Event, the applicable
percentage corresponding to the number of years of service after the
Grant Date (as defined below) with which the Participant has been
credited under the Plan, determined by the Committee in its Sole
Discretion in accordance with the following table.





	 	 	 	 	 
	Years	 	Applicable	 
	of Service	 	Percentage	 
	Less than 1
	 	 	0.00	%
	1 but less than 2
	 	 	20.00	%
	2 but less than 3
	 	 	40.00	%
	3 but less than 4
	 	 	60.00	%
	4 but less than 5
	 	 	80.00	%
	5 or more
	 	 	100.00	%






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	 	 	 	Except as otherwise provided in this Section 5.02.C., a Participant
shall be credited with one year of service after the Closing Date
for each 12-month period ending on an anniversary of the date
Restricted Shares were granted to the Participant (the “Grant Date,”
except that if the date of grant is within 60 days of the Closing
Date, the Grant Date shall be deemed to be the Closing Date) during
which the Participant had continuously performed services for the
Employer.






	 	 	 	Notwithstanding the foregoing, the following overriding rules will apply in
determining a Participant’s percentage under this Section 5.02.C.:






	 	(1)	 	With respect to any Participant who was employed by the
Employer on the Closing Date and who is an executive officer of the
Company on the fifth anniversary of the Grant Date, such Participant
will not be credited with a fifth year of service after the Grant Date
for purposes of this Section 5.02.C. unless and until the earlier to
occur of the following: (i) September 12, 2010, if the Participant
remains continuously employed by the Employer until such date; or (ii)
the date of the Participant’s Separation from Service due to death or
disability, if such separation occurs on or after the fifth anniversary
of the Grant Date and on or before September 12, 2010. For purposes of
this subparagraph, a Participant will be deemed to have incurred a
Separation from Service due to disability if the Participant qualifies
for benefits under the Employer’s long-term disability insurance
program as a result of such separation.
	 
	 	(2)	 	The Committee may, in its Sole Discretion, credit a
Participant with additional years of service after the applicable Grant
Date or otherwise increase the percentage determined under this
Paragraph C., if the Committee, in its Sole Discretion, determines it
is in the best interests of the Company to do so.





     2. Remaining Provisions. All remaining provisions of the Plan will continue in full
force and effect.



     3. Capitalized Terms. Any capitalized terms not specifically defined herein will have
the meanings set forth in the Plan.



     4. Effective Date. This Amendment will be effective from and after the date of its
approval and adoption by the Board of Directors (the “Effective Date”).



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     IN WITNESS WHEREOF, this Amendment is executed by a duly authorized representative of the
Company on the 2nd day of February, 2010, to be effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	SPIRIT AEROSYSTEMS HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 		 	/s/ Gloria Farha Flentje	 	 
	 	 	Name:	 	Gloria Farha Flentje	 	 
	 	 	Title:	 	Senior
Vice President Corporate Administration and Human Resources	 	 






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