EX-10.65








    Exhibit 10.65



 




    Compensation
    Arrangements for the Named Executive Officers



 



    Set forth below is a summary of the compensation paid by
    Goodrich Corporation (the “Company”) to its named
    executive officers (defined in
    Regulation S-K
    Item 402(a)(3)) in their current positions as of the date
    of filing of the Company’s Annual Report on
    Form 10-K
    for the year ended December 31, 2008 (the
    “Form 10-K”).
    All of the Company’s executive officers are at-will
    employees whose compensation and employment status may be
    changed at any time in the discretion of the Company’s
    Board of Directors, subject only to the terms of the Management
    Continuity Agreements between the Company and these executive
    officers, the form of which is filed as Exhibit 10.47 to
    the
    Form 10-K.



 



    Base Salary.  Effective January 1,
    2009, the named executive officers are to receive the following
    annual base salaries in their current positions:



 


	 	 	 	 	 
	

    Name and Current Position


	
 
	

    Base Salary



	 

	

    Marshall O. Larsen


	
 
	
    $
	
    1,100,000
	
 

	

    (Chairman, President and Chief Executive Officer)


	
 
	
 
	
 
	
 

	

    Scott E. Kuechle


	
 
	
    $
	
    500,000
	
 

	

    (Executive Vice President and Chief Financial Officer)


	
 
	
 
	
 
	
 

	

    Terrence G. Linnert


	
 
	
    $
	
    500,000
	
 

	

    (Executive Vice President, Administration and General Counsel)


	
 
	
 
	
 
	
 

	

    John J. Carmola


	
 
	
    $
	
    505,000
	
 

	

    (Vice President and Segment President, Actuation and Landing
    Systems)


	
 
	
 
	
 
	
 

	

    Cynthia M. Egnotovich


	
 
	
    $
	
    505,000
	
 

	

    (Vice President and Segment President, Nacelles and Interior
    Systems)


	
 
	
 
	
 
	
 









 



    Annual and Long-Term Incentive
    Plans.  In their current positions, the named
    executive officers are eligible to:



 


			
	 	    • 
	
    Receive an annual cash incentive award pursuant to the Senior
    Executive Management Incentive Plan (filed as
    Exhibits 10.33 and 10.34 to the
    Form 10-K).

	 
	 	    • 
	
    Participate in the Company’s long-term incentive program,
    which currently involves the award of restricted stock units,
    stock options and performance units pursuant to the
    Company’s 2001 Equity Compensation Plan (filed as
    Exhibits 10.11 to the
    Form 10-K).




 



    Benefit Plans and Other
    Arrangements.  In their current positions, the
    named executive officers are eligible to:



 


			
	 	    • 
	
    Participate in the Company’s broad-based benefit programs
    generally available to its salaried employees, including health,
    disability and life insurance programs, qualified 401(k) and
    pension plans and a severance plan.

	 
	 	    • 
	
    Participate in non-qualified 401(k) and pension plans (filed as
    Exhibits 10.37, 10.38 and 10.39 to the
    Form 10-K),
    a supplemental executive retirement plan (the form of which is
    filed as Exhibit 10.36 to the
    Form 10-K),
    a management continuity agreement that takes effect upon a
    change in control of the Company (the form of which is filed as
    Exhibit 10.47 to the
    Form 10-K).

	 
	 	    • 
	
    Receive certain perquisites offered by the Company, including an
    automobile allowance, automobile and umbrella liability
    insurance, financial counseling and tax preparation, club
    memberships, annual physical examinations for the executive and
    spouse, cellular telephone service, long-distance telephone
    service for the executive and family, and, in certain cases,
    home security systems and use of the Company’s aircraft for
    personal use. Executives receive a tax
    gross-up
    equal to 100% of the amounts paid by the Company on their behalf
    with respect to the automobile allowance, umbrella liability
    insurance, financial counseling and tax preparation, club
    initiation fees and certain life insurance programs.