a5903959_ex107.htm


    EXHIBIT
10.7

     

    EXECUTION
COPY

     

     

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

     

    This
Amended and Restated Agreement (this “Agreement”)
dated as of December 31, 2008, is between BE Aerospace, Inc., a Delaware
corporation (the “Company”),
and Amin J. Khoury (“Executive”).

     

    WHEREAS,
Executive and the Company entered into an amended and restated Employment
Agreement dated as of April 27, 2006 (the “Employment
Agreement”); and

     

    WHEREAS,  Executive,
having provided services to the Company since August 1, 1987, agrees to
continue to provide services for an additional period as provided herein, and
the Company wishes to procure such services; and

     

    WHEREAS,
Executive and the Company wish to further amend and restate the Employment
Agreement in its entirety in the manner set forth herein.

     

    NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties agree as follows:

     

    
      	
              1.  

            	
              REFERENCE
      TO EMPLOYMENT AGREEMENT.

            


    

     

    The
Employment Agreement is hereby restated, superseded and replaced in its entirety
by this Agreement.

     

    
      	
              2.  

            	
              ARRANGEMENT.

            


    

     

    Executive
shall provide to the Company, and the Company shall accept from Executive, the
services set forth in Section 4.2 below, subject to the terms and
conditions set forth in this Agreement.

     

    
      	
              3.  

            	
              TERM.

            


    

     

    Executive
shall provide to the Company services hereunder during the term of this
Agreement which, unless otherwise terminated pursuant to the provisions of
Article 7 hereof, shall be the period ending three (3) years from any date
as of which the term is being determined (the “Employment
Term”).  The date on which the Employment Term ends, including
any extensions thereof, is sometimes hereinafter referred to as the “Expiration
Date.”  Pursuant to, and in accordance with, Section 7.7
hereof, the Company is required to engage Executive to render consulting
services to the Company after Executive ceases to be employed by the
Company.

     

    
      	
              4.  

            	
              CAPACITY,
      SERVICES AND PERFORMANCE.

            


    

     

    
      	
              4.1  

            	
              Capacity.  Executive
      shall serve the Company as its Chairman of the Board of Directors of the
      Company (the “Board”)
      and Chief Executive Officer, or in such other Board or executive capacity
      as the Board may designate from time to time, but only upon agreement with
      Executive.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
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              4.2  

            	
              Services.  In
      the capacity set forth in Section 4.1 above, Executive shall be
      retained by the Company and shall perform such duties and responsibilities
      on behalf of the Company as Executive and the Board shall by mutual
      agreement from time to time
determine.

            


    

     

    
      	
              4.3  

            	
              Performance.  During
      the Employment Term,  Executive shall use his business judgment,
      skill and knowledge to the advancement of the Company’s interests and to
      the discharge of his duties and responsibilities hereunder; provided, however,
      that  Executive shall be required only to devote so much time
      as  Executive determines is reasonably necessary to discharge
      his duties as Chairman of the Board and Chief Executive Officer, and,
      subject to the provisions of Section 6 below, Executive may engage in
      other business activities during the Employment
  Term.

            


    

     

    
      	
              5.  

            	
              COMPENSATION
      AND BENEFITS.

            


    

     

    
      	
              5.1  

            	
              Salary.  Effective
      as of July 1, 2008, and during the Employment Term, Executive shall
      receive an annual salary (the “Salary”)
      of one million and forty-one thousand dollars ($1,041,000) during each
      year of the Employment Term.  The Salary shall be subject to
      adjustment from time to time by the Compensation Committee of the Board
      (the “Compensation
      Committee”); provided, however, that
      at no time shall the Salary be adjusted below the Salary for the preceding
      year.  Commencing on July 1, 2009, and on July 1st of
      each year thereafter during the Employment Term, the Salary then in effect
      shall be increased by an amount not less than the amount determined by
      applying to the Salary then in effect to the percentage increase in the
      U.S. Bureau of Labor Statistics Consumer Price Index Revised - Urban Wage
      Earners and Clerical Workers - National - All Items (1982-84 = 100) (the
      “Index”)
      for the consecutive twelve (12)-month period (July through June)
      immediately preceding such July 1.  If the Index is no
      longer issued, the Compensation Committee and Executive shall agree upon a
      substitute index issued by such agency which most reasonably reflects the
      criteria utilized in the most recent issue of the Index.  Except
      as otherwise provided in this Agreement, the Salary shall be payable
      biweekly or in accordance with the Company’s current payroll practices,
      and shall be pro-rated for any period of service less than a full
      year.

            


    

     

    
      	
              5.2  

            	
              Bonuses.  Executive
      may receive bonuses from the Company when, as and if determined from time
      to time by the Compensation Committee.  Any such bonuses paid to
      Executive shall be in addition to the Salary then in
      effect.  The incentive bonus shall be paid in accordance with
      Company policy, but in no event later than March 15th of the year
      following the year in respect of which Executive earned such
      bonus.

            


    

     

    
      	
              5.3  

            	
              Benefits.  So
      long as employed, Executive shall be entitled to participate in all
      employee benefit plans, life insurance plans, disability income plans,
      incentive compensation plans and other benefit plans, other than
      retirement plans, as may be from time to time in effect for executives of
      the Company generally.  In addition, Executive and his spouse,
      for as long as they each may live, shall be entitled to (i) all medical,
      dental and health benefits available from time to time to the Company’s
      executive officers and their spouses, respectively (other than medical
      reimbursement plans) on similar terms and conditions as active employees
      (provided that the level of such benefits is not greater than the benefits
      available to Executive on December 31, 2004 and which included 100%
      reimbursement of all medical and dental benefits incurred by Executive and
      his family, the cost of which is fully paid by the Company), and (ii) the
      benefits available under the Company’s executive medical reimbursement
      plan in effect as of March 1, 2001.

            


    

     

     

    
      
        
        

      

      
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              5.4  

            	
              Business
      Expenses.  The Company shall pay or reimburse Executive
      for all reasonable business expenses incurred or paid by him during the
      Employment Term in the performance of his
  services.

            


    

     

    
      	
              5.5  

            	
              Automobile.  So
      long as employed, Executive shall receive either an automobile owned or
      leased by the Company or a monthly automobile allowance, as determined by
      the Company, which automobile or allowance shall be at least equivalent to
      that which the Company was providing to Executive as of April 30,
      2006.  The automobile allowance, if applicable, shall be paid in
      accordance with Company policy, but in any event, no later than
      March 15th
      of the year following the year in which the automobile allowance was
      accrued.

            


    

     

    
      	
              5.6  

            	
              Equity Incentive
      Compensation.  So long as employed, Executive shall be
      eligible to participate in any applicable equity incentive compensation
      program of the Company on the terms set forth by the Compensation
      Committee in its sole discretion.

            


    

     

    
      	
              6.  

            	
              PROPRIETARY
      RIGHTS AND NON-COMPETITION.

            


    

     

    Executive
acknowledges that the Company is engaged in a continuous program of research,
development and production in connection with its business, present and future,
and hereby covenants as follows:

     

    
      	
              6.1  

            	
              Confidentiality.   Executive
      will maintain in confidence and will not disclose or use, either during or
      after the Employment Term, any proprietary or confidential information or
      know-how belonging to the Company (“Proprietary
      Information” hereinafter defined), whether or not in written form,
      except to the extent required to perform duties on behalf of the
      Company.  For purposes of this Agreement, “Proprietary
      Information” shall mean any information, not generally known to the
      relevant trade or industry, which was obtained from the Company, or which
      was learned, discovered, developed, conceived, originated or prepared by
      Executive in connection with this Agreement.  Such Proprietary
      Information includes, without limitation, software, technical and business
      information relating to the Company’s inventions or products, research and
      development, production processes, manufacturing and engineering
      processes, machines and equipment, finances, customers, marketing and
      production and future business plans, information belonging to customers
      or suppliers of the Company disclosed incidental to Executive’s
      performance under this Agreement, and any other information which is
      identified as confidential by the Company, but only so long as the same is
      not generally known in the relevant trade or
  industry.

            


    

     

     

    
      
        
        

      

      
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              6.2  

            	
              Inventions.

            


    

     

    
      	
              6.2.1    
      

            	
              Definition of
      Inventions.  For purposes of this Agreement, “Inventions”
      shall mean any new or useful art, discovery, contribution, finding or
      improvement, whether or not patentable, and all related
      know-how.  Inventions shall include, without limitation, all
      designs, discoveries, formulae, processes, manufacturing techniques,
      semiconductor designs, computer software, inventions, improvements and
      ideas.

            


    

     

    
      	
              6.2.2    
      

            	
              Disclosure and
      Assignment of Inventions.  Executive will promptly
      disclose and describe to the Company all Inventions which he may solely or
      jointly conceive, develop, or reduce to practice during the Employment
      Term or the Consulting Period (as defined in Section 7.7) (i) which
      relate at the time of conception, development, or reduction to practice of
      the Invention to the Company’s business or actual or demonstrably
      anticipated research or development, (ii) which were developed, in whole
      or in part, on the Company’s time or with the use of any of the Company’s
      equipment, supplies, facilities or trade secret information, or (iii)
      which resulted from any work performed by  Executive for the
      Company (the “Company’s
      Inventions”).  Executive hereby assigns to the Company
      all of his right, title and interest world-wide in and to the Company’s
      Inventions and in all intellectual property rights based upon the
      Company’s Inventions; provided, however, that
      Executive does not assign or agree to assign any Inventions, whether or
      not relating in any way to the Company’s business or demonstrably
      anticipated research and development, which were made by him prior to the
      date of this Agreement, or which were developed by him independently
      during the Employment Term and not under the conditions stated in
      subparagraph (ii) above.

            


    

     

    
      	
              6.3  

            	
              Documents and
      Materials.  Upon termination of this Agreement or at any
      other time upon the Company’s request, Executive will promptly deliver to
      the Company, without retaining any copies, all documents and other
      materials furnished to him by the Company (other than personal copies of
      documents relating to Executive’s employment terms), prepared by him for
      the Company or otherwise relating to the Company’s business, including,
      without limitation, all written and tangible material in his possession
      incorporating any Proprietary
Information.

            


    

     

    
      	
              6.4  

            	
              Competitive
      Employment.  During the Employment Term, the Consulting
      Period (as defined in Section 7.7), if applicable, and for a period
      of two (2) years thereafter (collectively, the “Extended
      Term”), Executive will not engage in any employment, consulting, or
      other activity in any business competitive with the Company without the
      Company’s written consent, which consent shall not be unreasonably
      withheld; provided, however, that
      nothing in this Section 6.4 shall preclude Executive from serving as
      a director of any other corporation, or a partner or investor in a private
      equity firm.

            


    

     

     

    
      
        
        

      

      
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              6.5  

            	
              Non-Solicitation.  During
      the Extended Term, Executive will not solicit or encourage, or cause
      others to solicit or encourage, any employees of the Company to terminate
      their employment with the Company.

            


    

     

    
      	
              6.6  

            	
              Acts to Secure
      Proprietary Rights.

            


    

     

    
      	
              6.6.1    

            	
              Further
      Acts.  Executive agrees to perform, during and after the
      Employment Term and the Consulting Period, if applicable, all acts deemed
      necessary or desirable by the Company to permit and assist it, at its
      expense, in perfecting and enforcing the full benefits, enjoyment, rights
      and title throughout the world in the Company’s
      Inventions.  Such acts may include, without limitation,
      execution of documents and assistance or cooperation in the registration
      and enforcement of applicable patents and copyrights or other legal
      proceedings.

            


    

     

    
      	
              6.6.2    

            	
              Appointment of
      Attorney-In-Fact.  In the event that the Company is
      unable, for any reason whatsoever, to secure Executive’s signature to any
      lawful and necessary document required to apply for or execute any patent,
      copyright or other applications with respect to any of the Company’s
      Inventions (including improvements, renewals, extensions, continuations,
      divisions or continuations in part thereof), Executive hereby irrevocably
      appoints the Company and its duly authorized officers and agents as his
      agents and attorneys-in-fact to execute and file any such application and
      to do all other lawfully permitted acts to further the prosecution and
      issuance of patents, copyrights or other rights thereon with the same
      legal force and effect as if executed by him, intending hereby to create a
      so-called “durable power” which will survive any subsequent
      disability.

            


    

     

    
      	
              6.7  

            	
              No Conflicting
      Obligations.  Executive’s performance of this Agreement
      does not breach and will not breach any agreement to keep in confidence
      proprietary information, knowledge or data acquired by
  him.

            


    

     

    
      	
              6.8  

            	
              Corporate
      Opportunities.  Executive agrees that during the
      Employment Term and the Consulting Period, if applicable, he will first
      present to the Board, for its acceptance or rejection on behalf of the
      Company, any opportunity to create or invest in any company which is or
      will be involved in equipping or furnishing airplane cabin interiors,
      which comes to his attention and in which he, or any of his affiliates,
      might desire to participate.  If the Board rejects the same or
      fails to act thereon in a reasonable time, Executive shall be free to
      invest in, participate or present such opportunity to any other natural
      person, corporation, limited liability company, limited or general
      partnership, or any other entity (each, a “Person”).

            


    

     

     

    
      
        
        

      

      
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              6.9  

            	
              Specific
      Performance.  Executive acknowledges that a breach of any
      of the promises or agreements contained herein could result in irreparable
      and continuing damage to the Company for which there may be no adequate
      remedy at law, and the Company shall be entitled to seek injunctive relief
      and/or a decree for specific
performance.

            


    

     

    
      	
              7.  

            	
              TERMINATION
      AND CHANGE OF CONTROL.

            


    

     

    
      	
              7.1  

            	
              Termination Date;
      Termination or Resignation other than Contemporaneously with a Change of
      Control.

            


    

     

    
      	
              7.1.1    

            	
              Termination
      Date.  The term “Termination
      Date” shall mean the date on which Executive incurs a Separation
      from Service (as defined below) with the Company and its subsidiaries and
      affiliates for any reason.

            


    

     

    
      	
              7.1.2    

            	
              Termination by
      Executive.  If Executive resigns his employment for any
      reason other than (i) death pursuant to Section 7.2, (ii) Incapacity
      pursuant to Section 7.3,  (iii) Good Reason following a
      Change of Control pursuant to Section 7.4.3 or (iv) contemporaneously
      with a Change of Control pursuant to Section 7.4.2, then on the
      Termination Date, Executive shall receive payment of (A) any accrued and
      unpaid Salary and benefits through the Termination Date, (B) the entire
      remaining unpaid balance of the Retirement Compensation pursuant to
      Section 7.6 hereof, determined as of the Termination Date, and (C)
      the Severance Payment pursuant to Section 7.5 hereof.  In
      addition, Executive and his spouse shall continue to be entitled to
      medical, dental and health benefits pursuant to Section 5.3 hereof
      and the Company shall engage Executive to render consulting services to
      the Company in accordance with Section 7.7
  hereof.

            


    

     

    
      	
              7.1.3    

            	
              Termination by the
      Company.  If the Company terminates Executive’s
      employment hereunder for any reason other than (i) death pursuant to
      Section 7.2, (ii) Incapacity pursuant to Section 7.3 or
      (iii) contemporaneously with a Change of Control pursuant to
      Section 7.4.2, then on the Termination Date, Executive shall receive
      payment of (A) any accrued and unpaid Salary and benefits through the
      Termination Date, (B) any bonuses payable to Executive for any fiscal
      periods of the Company ending prior to the Termination Date, (C) a
      lump-sum amount equal to his Salary that he would have received had he
      remained employed from the Termination Date through the Expiration Date,
      (D) the entire remaining unpaid balance of the Retirement Compensation
      pursuant to Section 7.6 hereof, determined as of the Expiration Date,
      and (E) the Severance Payment pursuant to Section 7.5
      hereof.  In addition, (x) Executive and his spouse shall
      continue to be entitled to medical, dental and health benefits pursuant to
      Section 5.3 hereof, (y) any stock options or restricted stock awards
      (“Equity
      Awards”) granted to Executive that would not vest on or prior to
      the Termination Date shall vest and be exercisable immediately, and,
      notwithstanding any termination of employment provisions set forth in the
      applicable agreement or related plan, all Equity Awards shall continue to
      be exercisable until their original stated expiration date and (z) the
      Company shall engage Executive to render consulting services to the
      Company in accordance with Section 7.7
  hereof.

            


    

     

     

    
      
        
        

      

      
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              7.2  

            	
              Death.

            


    

     

    
      	
              7.2.1    

            	
              Executive’s
      employment hereunder shall terminate upon his death.  In such
      event, the Company shall, within thirty (30) days following the date of
      death, pay to such Person as Executive shall have designated in a notice
      filed with the Company, or if no such Person shall have been designated,
      to his estate, a lump-sum payment equal to (i) the Salary that would have
      been due to Executive had this Agreement been in effect from the date of
      his death until the Expiration Date and (ii) the entire remaining unpaid
      balance of the Retirement Compensation as provided in Section 7.6
      below, determined as of the Termination
Date.

            


    

     

    
      	
              7.2.2    

            	
              Upon
      Executive’s death at any time during or after the Employment Term, the
      Company shall, within thirty (30) days following the date of death, also
      pay to such Person as Executive shall have designated in a notice filed
      with the Company, or if no such Person shall have been designated, to his
      estate, a lump-sum death benefit in the amount of three (3) million
      dollars in accordance with the Death Benefit Agreement attached as Exhibit A
      hereto.

            


    

     

    
      	
              7.2.3    

            	
              The
      Company shall, within thirty (30) days following Executive’s date of
      death, also pay to such Person as Executive shall have designated in a
      notice filed with the Company, or if no such Person shall have been
      designated, to his estate, a lump-sum amount equal to (i) any accrued and
      unpaid Salary and benefits through his date of death, and (ii) any bonuses
      payable to Executive for any fiscal periods of the Company ending prior to
      the date of death.  Executive’s spouse shall continue to be
      entitled to medical, dental and health benefits pursuant to
      Section 5.3 hereof.

            


    

     

    
      	
              7.2.4    

            	
              Upon
      Executive’s death, any Equity Awards granted to Executive that would not
      vest on or prior to the Termination Date shall vest and, if applicable, be
      exercisable immediately and, notwithstanding any termination of employment
      provisions set forth in the applicable agreement or related plan, all
      Equity Awards shall continue to be exercisable until their original stated
      expiration date.

            


    

     

    
      	
              7.3  

            	
              Incapacity.  If,
      in the reasonable judgment of the Compensation Committee, as a result of
      the Executive’s incapacity due to a medically determinable physical or
      mental illness, the Executive shall have been absent from his full-time
      duties as described hereunder for the entire period of twenty-nine (29)
      consecutive months (“Incapacity”),
      the Executive’s employment shall terminate at the end of the twenty-nine
      (29)-month period as provided in this Section 7.3.  In such
      event:

            


    

     

     

    
      
        
        

      

      
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              (i)      

            	
              the
      Company shall give prompt notice to Executive of any such
      termination;

            


    

     

    
      	
              (ii)      

            	
              the
      Company shall pay to the Executive within sixty (60) days following the
      Termination Date, a lump-sum amount equal to two (2) times the Salary (at
      the rate in effect on the Termination Date) that would have been payable
      from the Termination Date through the Expiration
  Date;

            


    

     

    
      	
              (iii)      

            	
              the
      Company shall pay to Executive the entire remaining unpaid balance of the
      Retirement Compensation as provided in Section 7.6 and below,
      determined as of the Termination
Date;

            


    

     

    
      	
              (iv)      

            	
              the
      Company shall pay to Executive within ten (10) business days after the
      Termination Date a lump-sum amount equal to (A) any accrued and unpaid
      Salary and benefits through the Termination Date and (B) any bonuses
      payable to Executive for any fiscal periods of the Company ending prior to
      the Termination Date;

            


    

     

    
      	
              (v)      

            	
              the
      Company shall continue to provide medical, dental and health benefits as
      provided in Section 5.3 hereof;
and

            


    

     

    
      	
              (vi)      

            	
              any
      Equity Awards granted to Executive that would not vest on or prior to the
      Termination Date shall vest and, if applicable, be exercisable immediately
      and, notwithstanding any termination of employment provisions set forth in
      the applicable agreement or related plan, such Equity Awards shall
      continue to be exercisable until their original stated expiration
      date.

            


    

     

    Any
dispute between the Compensation Committee and Executive with respect to
Executive’s Incapacity shall be settled by reference to a competent medical
authority mutually agreed to by the Compensation Committee and Executive or his
personal representative, whose decision shall be binding on all
parties.

     

    
      	
              7.4  

            	
              Change of Control;
      Definitions.

            


    

     

    
      	
              7.4.1    

            	
              Change of
      Control.  If a “Change of Control” of the Company occurs,
      the Company will be obligated as provided in this
      Section 7.4.1.  For purposes of determining the Company’s
      obligations under this Section 7.4.1, the date on which a Change of
      Control occurs shall be referred to as the “Change of
      Control Date.”  If a Change of Control occurs during the
      Employment Term, the Company or its successor in interest
      shall:

            


    

     

     

    
      
        
        

      

      
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              (i)      

            	
              pay
      to Executive the amount of any Gross-Up Payment payable by the Company to
      Executive under Section 7.8 hereof in accordance with the payment
      terms therein;

            


    

     

    
      	
              (ii)      

            	
              continue
      to provide to Executive and his spouse, for their respective lifetimes,
      medical, dental and health benefits as provided in Section 5.3
      hereof; provided, however, that
      the terms and level of such benefits shall be substantially similar as
      Executive and his spouse were receiving as of the Change of Control Date,
      or if greater, as they were receiving on December 31, 2004;
      and

            


    

     

    
      	
              (iii)      

            	
              provide
      that any Equity Awards granted to Executive that would not vest on or
      prior to the Change of Control Date shall vest, settle and, if applicable,
      be exercisable upon the earlier of (i) the Change of Control Date and (ii)
      the execution of an agreement, if any, that would constitute a Change of
      Control (regardless of whether such agreement is consummated), and,
      notwithstanding any termination of employment provisions set forth in the
      applicable agreement or related plan, such Equity Awards shall continue to
      be exercisable until their original stated expiration
  date.

            


    

     

    
      	
              7.4.2    

            	
              Termination or
      Resignation Contemporaneous with a Change of
      Control.  If, contemporaneously with a Change of Control,
      Executive’s employment is terminated by the Company for any reason or
      Executive resigns his employment for any reason other than for Good Reason
      pursuant to Section 7.4.3, the Company
  shall:

            


    

     

    
      	
                  (i)      

            	
              pay
      to Executive on the Termination Date a lump-sum amount equal to
      (A) any accrued and unpaid Salary and benefits through the
      Termination Date and (B) any bonuses payable to Executive for any fiscal
      periods of the Company ending prior to the Termination
    Date;

            


    

     

    
      	
              (ii)      

            	
              pay
      to Executive the entire remaining unpaid balance of the Retirement
      Compensation, as provided in Section 7.6 and below, determined as of
      the Termination Date;

            


    

     

    
      	
              (iii)      

            	
              continue
      to provide medical, dental and health benefits as provided in
      Section 5.3 hereof;

            


    

     

    
      	
              (iv)      

            	
              engage
      Executive to render consulting services to the Company in accordance with
      Section 7.7 hereof; and

            


    

     

    
      	
              (v)      

            	
              pay
      to Executive the Severance Payment pursuant to Section 7.5
      hereof.

            


    

     

     

    
      
        
        

      

      
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    For
purposes of this Agreement, a termination by the Company will be deemed to be
made “contemporaneously” with a Change of Control if (A) it is made
pursuant to at least 120 days’ prior written notice from the Company to
Executive and (B) it is effective as of the Change of Control
Date.

     

    
      	
              7.4.3    

            	
              Resignation for Good
      Reason following a Change of Control.  If, following a
      Change of Control, Executive resigns his employment for Good Reason, then
      on the Termination Date, Executive shall receive,  payment of
      (A) any accrued and unpaid Salary and benefits through the Termination
      Date, (B) any bonuses payable to Executive for any fiscal periods of the
      Company ending prior to the Termination Date, (C) a lump-sum amount equal
      to his Salary from the Termination Date through the Expiration Date, (D)
      the entire remaining unpaid balance of the Retirement Compensation
      pursuant to Section 7.6 hereof, determined as of the Expiration Date,
      and (E) the Severance Payment pursuant to Section 7.5
      hereof.  In addition, (x) Executive and his spouse shall
      continue to be entitled to medical, dental and health benefits pursuant to
      Section 5.3 hereof, (y) any Equity Awards granted to Executive that
      would not vest on or prior to the Termination Date shall vest, settle and
      be exercisable immediately, and, notwithstanding any termination of
      employment provisions set forth in the applicable agreement or related
      plan, all Equity Awards shall continue to be exercisable until their
      original stated expiration date and (z) the Company shall engage Executive
      to render consulting services to the Company in accordance with
      Section 7.7 hereof.

            


    

     

    
      	
              7.4.4    

            	
              Grantor
      Trust.  If, at any time during the Employment Term it
      appears that a Change of Control is likely to occur, the Company hereby
      agrees to establish a trust pursuant to Rev. Proc. 92-64, promulgated
      under Subpart E, part I, subchapter J, chapter I, subtitle A of the Code,
      as modified by Notice 2000-56.  The grantor trust shall serve as
      a vehicle for accumulating assets to secure its potential obligations to
      Executive in the event of a Change of Control.  Such obligation
      may be paid from the general assets of the Company or from the assets of
      any such rabbi trust.  Any trust so established and any assets
      held therein will be subject to the claims of the Company’s creditors in
      the event of insolvency or
bankruptcy.

            


    

     

    
      	
              7.4.5    

            	
              Definitions.

            


    

     

    
      	
              (i)      

            	
              For
      purposes of this Agreement, a “Change of
      Control” means:

            


    

     

    
      	
              (A)      

            	
              Individuals
      who, as of January 1, 2005 (the “Effective
      Date”) constitute the Board (the “Incumbent
      Board”) cease for any reason to constitute at least a majority of
      the Board, provided that
      any Person becoming a director subsequent to the Effective Date whose
      election, or nomination for election by the Company’s shareholders, was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board (other than an election or nomination of an individual
      whose initial assumption of office is in connection with an actual or
      threatened election contest relating to the election of the directors of
      the Company, as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Securities Exchange Act) shall be, for purposes of
      this Agreement, considered as though such Person were a member of the
      Incumbent Board;

            


    

     

     

    
      
        
        

      

      
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              (B)      

            	
              a
      transaction or other event occurs such that any Person or Persons acting
      as a group acquires ownership of stock of the Company that, together with
      stock held by such Person or group, constitutes more than 50% of the total
      fair market value or total voting power of the stock of the
      Company;

            


    

     

    
      	
              (C)      

            	
              a
      transaction or other event occurs such that any one Person or group
      acquires (or has acquired during the twelve (12)-month period ending on
      the date of the most recent acquisition by such Person or group) ownership
      of stock of the Company possessing 35% or more of the total voting power
      of the stock of the Company; or

            


    

     

    
      	
              (D)      

            	
              a
      transaction or other event occurs such that any one Person or group
      acquires (or has acquired during the twelve (12)-month period ending on
      the date of the most recent acquisition by such Person or group) ownership
      of assets of the Company that have a total gross fair market value equal
      to or more than 40% of the total gross fair market value of all of the
      assets of the Company immediately prior to such acquisition or
      acquisitions; provided, however, that
      no acquisition of ownership of the assets of the Company shall be deemed a
      Change of Control if the acquiring Person or group
  is:

            


    

     

    
      	
              (1)      

            	
              A
      shareholder of the Company in exchange for or with respect to its
      stock;

            


    

     

    
      	
              (2)      

            	
              Any
      Majority Owned Entity, as defined below, of the
  Company;

            


    

     

    
      	
              (3)      

            	
              A
      Person or group of which the Company is a Majority Owned Entity;
      or

            


    

     

     

    
      
        
        

      

      
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              (4)      

            	
              A
      Majority Owned Entity of any Person or group described by (3),
      above.

            


    

     

    
      	
              (ii)      

            	
              For
      the purposes of this Section 7.4.5, Persons will not be considered to
      be acting as a group solely because they purchase or own stock of the same
      corporation at the same time, or as the result of the same public
      offering.  However, Persons will be considered to be acting as a
      group if they are owners of a Person that enters into a merger,
      consolidation, purchase or acquisition of stock or assets or similar
      business transaction with the
Company.

            


    

     

    
      	
              (iii)      

            	
              For
      the purposes of this Section 7.4.5, a “Majority
      Owned Entity” of any Person is any entity, 50% or more of the total
      value or voting power of which is owned, directly or indirectly, by such
      Person.

            


    

     

    
      	
              (iv)      

            	
              A
      Change of Control shall occur on the effective date of any event specified
      in Section 7.4.5(i) above.  In connection with any
      determination of ownership for purposes of Section 7.4.5(i) above,
      the attribution rules of Section 318(a) of the Internal Revenue Code
      of 1986, as amended (the “Code”),
      shall apply.

            


    

     

    
      	
              (v)      

            	
              For
      purposes of this Agreement, “Good
      Reason” means:

            


    

     

    
      	
              (A)      

            	
              Any
      decrease in Executive’s Salary or a failure by the Company to pay any
      material compensation due and payable to Executive in connection with his
      employment;

            


    

     

    
      	
              (B)      

            	
              Any
      change in Executive’s responsibilities, positions, duties, status, title
      or reporting relationships;

            


    

     

    
      	
              (C)      

            	
              Executive
      ceasing to be the Chief Executive Officer of a publicly traded company
      pursuant to this Agreement;

            


    

     

    
      	
              (D)      

            	
              Following
      a Change of Control, the Company (or its successor) requiring Executive to
      be based at any office or location other than Executive’s principal place
      of employment immediately prior to the effective date of the Change of
      Control, if applicable; or

            


    

     

    
      	
              (E)      

            	
              A
      material breach by the Company of any term of this
    Agreement;

            


    

     

     

    
      
        
        

      

      
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    provided that
Executive has given notice thereof to the Company and the Company has not cured
the Good Reason within thirty (30) days after receiving such
notice.

     

    
      	
              7.5  

            	
              Severance
      Payment.

            


    

     

    If
Executive’s employment with the Company is terminated for any reason, other than
due to (i) Executive’s death pursuant to Section 7.2 hereof, or (ii)
Executive’s Incapacity pursuant to Section 7.3 hereof, then on the
Termination Date, the Company shall pay to Executive a lump-sum amount equal to
the Salary in effect on the Termination Date, which lump-sum shall not be
pro-rated (the “Severance
Payment”).  The obligations of the Company pursuant to this
Section 7.5 are in addition to any other obligations under Section 7
hereof.

     

    
      	
              7.6  

            	
              Retirement
      Compensation.

            


    

     

    
      	
              7.6.1    
      

            	
              
                Amount
      of Retirement Compensation. In recognition that Executive
      founded the Company and will not be eligible for any retirement plan to be
      offered by the Company to its executives (as provided in Section 5.3
      above), Executive shall be entitled to an annual retirement compensation
      contribution ("Retirement
      Compensation") equal to the product of 1.5 times the annual Salary
      then in effect (the "Specified
      Annual Salary"), with a ratable adjustment should Executive's
      final period of service be less than a full year.  In addition, the
      Executive shall be entitled to supplemental contributions equal to
      the difference between all prior Retirement Compensation payments and the
      amounts that would have been paid had such payments been made based
      on the most recent Specified Annual Salary.  The Retirement
      Compensation as so determined shall be paid to Executive (or in the event
      of Executive's subsequent death, to such Person as Executive shall have
      designated in a notice filed with the Company or, if no such Person shall
      have been designated, to his estate) at the times specified in Section
      7.6.2 below, or contributed to the Retirement Trust described in Section
      7.6.3 below in accordance with that Section.  The amount of the
      Retirement Compensation so due and payable shall not be present-valued or
      otherwise reduced by use of any other discount or discounting
      method.

              

            


    

     

    
      	
              7.6.2    

            	
              Payment of Retirement
      Compensation.

            


    

     

    
      	
              (i)      

            	
              Within
      five business days after the date on which the BE Aerospace, Inc.
      Executive Compensation Trust II dated April 21, 1999, as amended, is
      terminated (the “Distribution
      Date”), the Company will distribute the amount of Retirement
      Compensation that would have been payable to Executive under
      Section 7.6.1 as of the Distribution Date, based on his years of
      service through the Distribution Date and his then Specified Annual
      Salary.

            


    

     

    
      	
              (ii)      

            	
              Within
      five (5) business days after Executive’s actual Termination Date, the
      Company shall pay to Executive an amount equal to (x) the Retirement
      Compensation payable to Executive as determined in Section 7.6.1
      hereof less (y) the sum of (1) the amount of Retirement Compensation
      previously distributed to Executive pursuant to Section 7.6.2(i)
      hereof, and (2) the amounts previously distributed pursuant to
      Section 7.6.3(i) or 7.6.3(ii).

            


    

     

     

    
      
        
        

      

      
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              7.6.3    

            	
              Retirement
      Trust.

            


    

     

    
      	
              (i)      

            	
              Within
      ninety (90) days after the Distribution Date, the Company shall establish
      a trust for the duration of the Employment Term, and, commencing on such
      date and on a quarterly basis thereafter, each a “Contribution
      Date” the Company shall contribute to the trust (the “Retirement
      Trust”) for the benefit of Executive an amount equal to (a) the
      Retirement Compensation that would be payable to Executive under
      Section 7.6.2(ii) if the Contribution Date was his Termination Date
      minus (b) the total of all contributions made to the Retirement Trust by
      the Company as of such Contribution Date.  The Retirement Trust
      to which the Company shall make these contributions shall be
      irrevocable.  The Retirement Trust shall provide that Executive
      may withdraw from the Retirement Trust, within the thirty (30)-day period
      beginning on the date on which he receives notice from the Company that
      the Company has made a contribution pursuant to this
      Section 7.6.3(i), an amount up to but not to exceed the amount of
      that contribution.  If and to the extent that Executive fails to
      exercise this withdrawal right within the thirty (30)-day period, such
      withdrawal right shall lapse.  The Retirement Trust also shall
      contain such other provisions as the Company and Executive reasonably
      agree are necessary in order for the Retirement Trust to qualify as a
      grantor trust under Section 671 of the Code with Executive as the
      grantor.  The trust agreement for the Retirement Trust shall
      provide that any assets remaining in the Retirement Trust, after payment
      of all the Retirement Compensation payable pursuant to this
      Section 7.6, shall be paid to Executive, and that the Retirement
      Trust shall be exempt from the claims of the Company’s
      creditors.

            


    

     

    
      	
              (ii)      

            	
              The
      Executive shall be responsible for all applicable Federal, State and local
      income and employment taxes due with respect to each contribution made by
      the Company under Section 7.6.3(i).  As of the last day of
      each calendar quarter ending on or after the Distribution Date, during the
      Employment Term, the trustee of the Retirement Trust shall be required to
      distribute to Executive 25% of the amount by which (x) the Assumed Taxes
      that the Company reasonably estimates will be assessed upon Executive for
      the calendar year for which the distribution is being made as a result of
      his beneficial interest in the Retirement Trust, exceeds (y) the amount
      withdrawn by Executive in such calendar year pursuant to
      Section 7.6.3(i).  For this purpose, the term “Assumed
      Taxes” shall mean the Federal, State and local income and
      employment taxes that would be payable by Executive for the year in
      question, assuming that the amount taxable would be subject to the highest
      Federal and applicable State and local income and employment
      taxes.

            


    

     

     

    
      
        
        

      

      
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              7.7  

            	
              Consulting
      Arrangement.  In the event that Executive’s employment
      terminates for any reason (including, without limitation, Executive’s
      voluntary resignation) other than death pursuant to Section 7.2 or
      Incapacity pursuant to Section 7.3, then the Company shall retain
      Executive to perform consulting services for a period of five (5) years
      following the Termination Date (the “Consulting
      Period”).  The terms of Executive’s consulting
      arrangement are set forth on Exhibit B
      attached hereto.

            


    

     

    
      	
              7.8  

            	
              Certain Additional
      Payments by the Company.

            


    

     

    
      	
              7.8.1    

            	
              Anything
      in this Agreement to the contrary notwithstanding, in the event it shall
      be determined that any payment, distribution, benefit, equity-based or
      other compensation or other transfer or action by the Company to or for
      the benefit of Executive (whether paid or payable or distributed or
      distributable pursuant to the terms of this Agreement or
      otherwise  and including without limitation any additional
      payments required under this Section 7.8) (a “Payment”)
      would be subject to an excise tax imposed by Section 4999 of the
      Code, or any interest or penalties are incurred by Executive with respect
      to any such excise tax (such excise tax, together with any such interest
      and penalties, are hereinafter collectively referred to as the “Excise
      Tax”), the
      Company shall make a payment to Executive (a “Gross-Up
      Payment”) in an amount such that after payment by Executive of all
      taxes (including any Excise Tax) imposed upon the Gross-Up Payment,
      Executive retains (or has had paid to the Internal Revenue Service on his
      behalf) an amount of the Gross-Up Payment equal to the sum of (x) the
      Excise Tax imposed upon the Payments and (y) the product of any deductions
      disallowed because of the inclusion of the Gross-Up Payment in Executive’s
      adjusted gross income and the highest applicable marginal rate of federal
      income taxation for the calendar year in which the Gross-Up Payment is to
      be made.  For purposes of determining the amount of the Gross-Up
      Payment, Executive shall be deemed to (i) pay federal income taxes at the
      highest marginal rates of federal income taxation for the calendar year in
      which the Gross-Up Payment is to be made, and (ii) pay applicable state
      and local income taxes at the highest marginal rate of taxation for the
      calendar year in which the Gross-Up Payment is to be made, net of the
      maximum reduction in federal income taxes which could be obtained from
      deduction of such state and local income and employment
      taxes.  The Gross-Up Payment shall be paid to the Executive no
      later than the end of the taxable year next following the taxable year in
      which the Executive remits the taxes related to the Gross-Up
      Payment.

            


    

     

     

    
      
        
        

      

      
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              7.8.2    

            	
              Subject
      to the provisions of Section 7.8.3, all determinations required to be
      made under this Section 7.8, including whether and when a Gross-Up
      Payment is required and the amount of such Gross-Up Payment and the
      assumptions to be utilized in arriving at such determination, shall be
      made by Deloitte & Touche LLP (the “Accounting
      Firm”) which shall provide detailed supporting calculations both to
      the Company and Executive within fifteen (15) business days of the receipt
      of notice from Executive that there has been a Payment, or such earlier
      time as is requested by the Company.  In the event that the
      Accounting Firm is serving as accountant or auditor for the individual,
      entity or group effecting the Change of Control, Executive shall appoint
      another nationally recognized accounting firm to make the determinations
      required hereunder (which accounting firm shall then be referred to as the
      Accounting Firm hereunder).  All fees and expenses of the
      Accounting Firm shall be borne solely by the Company.  Any
      Gross-Up Payment, as determined pursuant to this Section 7.8, shall
      be paid by the Company to Executive promptly following the receipt of the
      Accounting Firm’s determination but in no event later than the end of the
      taxable year next following the taxable year in which the Accounting
      Firm’s determination is received.  If the Accounting Firm
      determines that no Excise Tax is payable by Executive, it shall furnish
      Executive with a written opinion that failure to report the Excise Tax on
      Executive’s applicable federal income tax return would not result in the
      imposition of a negligence or similar penalty.  Any
      determination by the Accounting Firm shall be binding upon the Company and
      Executive.  As a result of the uncertainty in the application of
      Section 4999 of the Code at the time of the initial determination by
      the Accounting Firm hereunder, it is possible that Gross-Up Payments which
      will not have been made by the Company should have been made (“Underpayment”),
      consistent with the calculations required to be made
      hereunder.  In the event that the Company exhausts its remedies
      pursuant to Section 7.8 and Executive thereafter is required to make
      a payment of any Excise Tax, the Accounting Firm shall determine the
      amount of the Underpayment that has occurred and any such Underpayment
      shall be promptly paid by the Company to or for the benefit of Executive
      but in no event later than the end of the taxable year next following the
      taxable year in which the Executive remits the taxes.  The
      previous sentence shall apply mutatis mutandis to any
      overpayment of the Gross-Up
Payment.

            


    

     

    
      	
              7.8.3    

            	
              Executive
      shall notify the Company in writing of any claim by the Internal Revenue
      Service that, if successful, would require the payment by the Company of
      the Gross-Up Payment.  Such notification shall be given as soon
      as practicable but no later than ten (10) business days after Executive is
      informed in writing of such claim and shall apprise the Company of the
      nature of such claim and the date on which such claim is requested to be
      paid.  Executive shall not pay such claim prior to the
      expiration of the thirty (30)-day period following the date on which it
      gives such notice to the Company (or such shorter period ending on the
      date that any payment of taxes with respect to such claim is
      due).  If the Company notifies Executive in writing prior to the
      expiration of such period that it desires to contest such claim, Executive
      shall:

            


    

     

     

    
      
        
        

      

      
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              (i)      

            	
              give
      the Company any information reasonably requested by the Company relating
      to such claim,

            


    

     

    
      	
              (ii)      

            	
              take
      such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without
      limitation, accepting legal representation with respect to such claim by
      an attorney reasonably selected by the
Company,

            


    

     

    
      	
              (iii)      

            	
              cooperate
      with the Company in good faith in order effectively to contest such claim,
      and

            


    

     

    
      	
              (iv)      

            	
              permit
      the Company to participate in any proceedings relating to such
      claim;

            


    

     

    provided, however, that the
Company shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax
or income tax (including interest and penalties with respect thereto) imposed as
a result of such representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this
Section 7.8.3, the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and Executive agrees to prosecute such contest
to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the
Company directs Executive to pay such claim and sue for a refund, to the extent
permitted by law, the Company shall advance the amount of such payment to
Executive, on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that
any extension of the statute of limitations relating to payment of taxes for the
taxable year of Executive with respect to which such contested amount is claimed
to be due is limited solely to such contested amount.  Furthermore,
the Company’s control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

     

     

    
      
        
        

      

      
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              7.8.4    

            	
              If,
      after the receipt by Executive of an amount advanced by the Company
      pursuant to Section 7.8.3, Executive becomes entitled to receive any
      refund with respect to such claim, Executive shall (subject to the
      Company’s complying with the requirements of Section 7.8.3 promptly
      pay to the Company the amount of such refund (together with any interest
      paid or credited thereon after taxes applicable thereto).  If,
      after the receipt by Executive of an amount advanced by the Company
      pursuant to Section 7.8.3, a determination is made that Executive
      shall not be entitled to any refund with respect to such claim and the
      Company does not notify Executive in writing of its intent to contest such
      denial of refund prior to the expiration of thirty (30) days after such
      determination, then such advance shall be forgiven and shall not be
      required to be repaid and the amount of such advance shall offset, to the
      extent thereof, the amount of Gross-Up Payment required to be
      paid.

            


    

     

    
       

      
        	
                7.9  

              	
                Restricted Stock
      Award.  On July 31, 2006, the Company granted to
      Executive, without payment by Executive, 387,878 shares of restricted
      common stock of the Company (the “Restricted
      Stock”).  The Restricted Stock was granted pursuant to
      and on the terms provided in the Company’s 2005 Long-Term Incentive Plan,
      as amended (the “Plan”),
      and, to the extent not inconsistent with the terms hereof, the applicable
      Restricted Stock Award Document (as defined in the Plan).  The
      Restricted Stock granted to Executive pursuant to this Section 7.9
      will vest and become unrestricted ratably over a four (4)-year period
      commencing on July 31, 2007, the first (1st)
      anniversary of the grant date and or each anniversary thereafter, provided that
      Executive is employed by the Company or is rendering consulting services
      pursuant to Section 7.7 hereof on each vesting date.  In
      addition, the Restricted Stock will immediately become fully vested and
      unrestricted, (i) immediately prior to a Change of Control, (ii) upon
      Executive’s death or termination due to Incapacity, or (iii) upon
      termination of Executive’s employment by the Company for any
      reason.  For the avoidance of doubt, all vesting of the
      Restricted Stock pursuant to this Section 7.9 shall be subject to the
      provisions of Sections 7.8 and 12 of this
  Agreement.

              


      

       

    

    
      	
              8.  

            	
              WITHHOLDING.

            


    

     

    Without
limiting the effect of Sections 7.8 and 12, all payments made by the
Company under this Agreement shall be reduced by any amounts in respect of
income, social security, FICA and other similar taxes at the then-prevailing
rates required to be withheld by the Company under applicable law.

     

    
      	
              9.  

            	
              INDEMNIFICATION.

            


    

     

    To the
maximum extent permitted under Florida law as from time to time
in effect, and subject to any mandatory exclusion of indemnification under
Delaware law applicable to the indemnification of Executive under this
Section 9, the Company hereby agrees to indemnify Executive and hold him
harmless from, against and in respect of any and all damages, deficiencies,
actions, suits, proceedings, demands, assessments, judgments, claims, losses,
costs, expenses, obligations and liabilities arising from or related to the
performance of the services under this Agreement
by  Executive.

     

     

    
      
        
        

      

      
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              10.  

            	
              LEGAL
      FEES.

            


    

     

    In the
event of a dispute between the parties with respect to any payments due
hereunder in connection with a Change of Control, the Company will pay the costs
of any legal fees and related expenses incurred in connection with such dispute
for a period of up to twenty (20) years.  Such costs and expenses
shall be advanced to Executive currently as reasonably required to continue such
action or proceeding.

     

    
      	
              11.  

            	
              UNFUNDED
      STATUS.

            


    

     

    This
Agreement is intended to constitute an unfunded plan for incentive
compensation.  Except with respect to the Retirement Compensation,
nothing contained herein shall give Executive any rights that are greater than
those of a general unsecured creditor of the Company.  In its sole
discretion, the Compensation Committee may authorize the creation of trusts,
acquisition of life insurance policies or other arrangements to meet the
obligations created under this Agreement.

     

    
      	
              12.  

            	
              SECTION 409A.

            


    

     

    
      	
              12.1  

            	
              If
      any amounts that become due under Section 7 (other than
      Section 7.8) of this Agreement constitute “nonqualified deferred
      compensation” within the meaning of Section 409A of the Code, payment
      of such amounts shall not commence until the Executive incurs a
      “Separation from Service” (as defined below) if and only if necessary to
      avoid accelerated taxation or tax penalties in respect of such
      amounts.  For the avoidance of doubt, the parties agree and
      acknowledge that the Retirement Compensation is not “nonqualified deferred
      compensation” within the meaning of
  Section 409A.

            


    

     

    
      	
              12.2  

            	
              Notwithstanding
      any provision of this Agreement to the contrary, if Executive is a
      “Specified Employee” (as defined below) he shall not be entitled to any
      payments upon a Separation from Service until the earlier of (i) the date
      which is the first (1st)
      business day following the date that is six (6) months after the
      Executive’s Separation from Service for any reason other than death or
      (ii) Executive’s date of death.  The Company shall establish a
      trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I,
      subchapter J, chapter 1, subtitle A of the Code, as modified by Notice
      2000-56, and fund any such payments that are deferred pursuant to this
      Section 12.2 that otherwise would be immediately payable
      to  Executive.  The provisions of this
      Section 12.2 shall only apply if required to comply with
      Section 409A of the Code.

            


    

     

    
      	
              12.3  

            	
              For
      purposes of this Agreement, “Separation
      from Service” shall have the meaning set forth in
      Section 409A(a)(2)(A)(i) of the Code and determined in accordance
      with the default rules under Section 409A of the
      Code.  “Specified
      Employee” shall have the meaning set forth in
      Section 409A(a)(2)(B)(i) of the Code, as determined in accordance
      with the uniform methodology and procedures adopted by the Company and
      then in effect.

            


    

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    EXECUTION
COPY

     

     

    
      	
              12.4  

            	
              It
      is intended that the terms and conditions of this Agreement comply with
      Section 409A of the Code.  If any provision of this
      Agreement contravenes any regulations or Treasury guidance promulgated
      under Section 409A of the Code, or could cause any amounts or
      benefits hereunder to be subject to taxes, interest and penalties under
      Section 409A of the Code, this Agreement or any provision hereof may
      be reformed by the Executive, subject to the consent of the Company (which
      consent shall not be unreasonably withheld) to:  (i) comply
      with, or avoid being subject to, Section 409A of the Code, (ii) avoid
      the imposition of taxes, interest and penalties under Section 409A of
      the Code, and/or (iii) maintain, to the maximum extent practicable, the
      original intent of the applicable provision without violating the
      provisions of Section 409A of the
Code.

            


    

     

    
      	
              12.5  

            	
              Anything
      in this Agreement to the contrary notwithstanding, no reimbursement
      payable to Executive pursuant to any provisions of this Agreement or
      pursuant to any plan or arrangement of the Company or its subsidiary or
      affiliate covered by this Agreement shall be paid later than the last day
      of the calendar year following the calendar year in which the related
      expense was incurred, except to the extent that the right to reimbursement
      does not provide for a “deferral of compensation” within the meaning of
      Section 409A of the Code.  No amount reimbursed during any
      calendar year shall affect the amounts eligible for reimbursement in any
      other calendar year.

            


    

     

    
      	
              12.6  

            	
              The
      provisions of Section 7.8 of this Agreement, mutatis mutandis, shall
      apply to any imposition of taxes on Executive under Section 409A of
      the Code so that Executive shall be fully grossed up for the amount of,
      and shall not be adversely affected by, such
  taxes.

            


    

     

    
      	
              13.  

            	
              WAIVER.

            


    

     

    Executive’s
or the Company’s failure to insist upon strict compliance with any provision
hereof or any other provision of this Agreement or the failure to assert any
right that  Executive or the Company may have hereunder shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.  Similarly, the waiver by any party hereto of a
breach of any provision of this Agreement by the other party will not operate or
be construed as a waiver of any other or subsequent breach by such other
party.

     

    
      	
              14.  

            	
              SEVERABILITY.

            


    

     

    If any
part of this Agreement is found to be invalid or unenforceable, that part will
be deemed amended to achieve as nearly as possible the same economic effect as
the original provision, and the remainder of this Agreement will remain in full
force and effect.

     

    
      	
              15.  

            	
              NOTICES.

            


    

     

    Any notice
or other communication in connection with this Agreement shall be deemed to be
delivered if in writing, addressed as provided below (or to such other Person or
address as to which either party may notify the other in accordance with this
Section 15) and actually delivered at said address:

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    EXECUTION
COPY

     

     

    If to Executive, to him
at:

    


    Amin J. Khoury

    149 South Beach Road

    Hobe
Sound, FL  33455

    


    If to the Company, to it
at:

    


    BE Aerospace, Inc.

    1400 Corporate Center
Drive

    Wellington,
FL  33414

    Attention:  General
Counsel

    


    
      	
              16.  

            	
              SURVIVAL.

            


    

     

    The
provisions of Sections 5.3 and 6 through 17 inclusive hereof shall each
survive any termination or expiration of this Agreement.

     

    
      	
              17.  

            	
              MISCELLANEOUS.

            


    

     

    This
Agreement, including the attached exhibits, constitutes the entire understanding
of the parties with respect to the subject matter hereof, and supersedes all
prior and contemporaneous understandings and agreements, whether oral or
written, regarding such subject matter.  This Agreement may be amended
or modified only by a written instrument signed by Executive and by a duly
authorized representative of the Company.  This Agreement may be
executed in any number of counterparts, which together shall constitute one and
the same instrument.  Except as otherwise
provided in this Agreement, this Agreement shall be
governed by and construed in accordance with the laws (other than the conflicts
of law rules) of the State of Florida.  The headings in this Agreement
are for convenience of reference only and shall not alter or otherwise affect
the meaning hereof.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.

     

    [Signature
Page Follows]

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
EXECUTION
COPY

     

     

     

    IN WITNESS
WHEREOF, the parties hereto have hereunto set their hands, as of the date first
above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                            EXECUTIVE

                                                                                                          	 	
                                                                                                            BE
      AEROSPACE, INC.

                                                                                                          	 
	 
      	 	 
      	 	 
	 
      	 	 
      	 	 
	/s/
      Amin
      J. Khoury	 	
                                                                                                            By:

                                                                                                          	/s/
      Thomas P. McCaffrey	 
	
                                                                                                            Amin
      J. Khoury

                                                                                                          	 	
                                                                                                            Name:

                                                                                                          	Thomas
      P. McCaffrey	 
	 
      	 	
                                                                                                            Title:

                                                                                                          	Senior
      Vice President and Chief Financial Officer	 
	 
      	 	 
      	 	 
	 
      	 	
                                                                                                            By:

                                                                                                          	/s/
      Michael B. Baughan	 
	 
      	 	
                                                                                                            Name:

                                                                                                          	Michael
      B. Baughan	 
	 
      	 	
                                                                                                            Title:

                                                                                                          	President
      and Chief Operating Officer	 


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
EXECUTION
COPY

     

     

    Exhibit
A

     

    Death
Benefit Agreement

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    


    EXECUTION
COPY

    
 

    


    Exhibit
B

     

    Consulting
Terms

     

     

     

     

    B-1