a5903959_ex1037.htm


    
      EXHIBIT
10.37

       

      INTERPRETIVE
AMENDMENT TO THE

      BE
AEROSPACE, INC.

      1994
EMPLOYEE STOCK PURCHASE PLAN

      (Amended
and Restated as of January 1, 2006)

      


       

      THIS
INTERPRETATIVE AMENDMENT, (this “Amendment”) is made
as of the 23rd day of December, 2008 and amends the BE Aerospace, Inc. 1994
Employee Stock Purchase Plan (the “Plan”).

       

      WHEREAS, BE Aerospace, Inc.
(the “Company”)
maintains the Plan;

       

      WHEREAS, pursuant to Section
16 of the Plan, the Compensation Committee (the “Committee”) of the
Board of Directors of the Company (the “Board”) has the
authority to administer the Plan and to determine any questions that may arise
regarding the interpretation and application of the provisions of the
Plan;

       

      WHEREAS, the Committee has
delegated it authority to make such interpretive decisions to the BE Aerospace,
Inc. Benefits Committee (the “Benefits
Committee”);

       

      WHEREAS, the Benefits
Committee has determined that the provisions of Sections 3 and 6 of the Plan
contain inconsistent provisions with respect to the calculation of the share
maximum with respect to any option granted under the Plan and the effective date
of grant of options granted under the Plan;

      


      WHEREAS, since the adoption of
the Plan, the US Internal Revenue Service has issued proposed regulations under
Section 423 of the U.S. Internal Revenue Code of 1986 that clarifies the
definition of “date of grant” for purposes of plans governed thereby, including
the Plan;

      


      NOW THEREFORE BE IT RESOLVED,
that the Benefits Committee hereby interprets the Plan to provide that the
effective date of grant of options granted thereunder shall be the date on which
the option is exercised;

       

      FURTHER RESOLVED, that in
order to affect the forgoing resolution, the third sentence of Section 6 of the
Plan is hereby replaced by the following sentence:

       

      “For
purposes of the preceding sentence, the share maximum with respect to any Option
for any Option Period shall be the largest whole number of shares which, when
multiplied by the fair market value of a share of Stock on the last day of the
Option Period, produces a dollar amount of $12,500 or less.”

       

      FURTHER RESOLVED, that this
Amendment shall apply with respect to all options exercises on and after the
date hereof;

       

      FURTHER RESOLVED, that the
Benefits Committee shall submit this Amendment to the Board for ratification and
approval at its next regularly scheduled meeting.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
undersigned has hereby approved this Amendment to the Plan as of the day and
year first above written.

       

      
        
          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	 
      	
                                                                                                     

                                                                                                  	 
	 
      	 
      	 
	 
      	/s/
      R.J. Landry  	 
	
                                                                                                           

                                                                                                  	R.J.
      Landry	 
	 
      	
                                                                                                     

                                                                                                  
	 	 	 
	 
      	/s/
      Thomas P. McCaffrey  	 
	 
      	Thomas P.
      McCaffrey	 
	 
      	
                                                                                                     

                                                                                                  	 
	 
      	 
      	 
	 
      	/s/
      Edmund J. Moriarty	 
	 
      	Edmund J. Moriarty	 
	 	 	 
	 	 	 
	 	/s/ Stephen R. Swisher 	 
	 	Stephen R. Swisher