Mr. Rufus's Employment Agreement



 EXHIBIT 10.2 
  
 EMPLOYMENT AGREEMENT 
  
 THIS AGREEMENT, dated as of November 18, 2005, effective October 1, 2005 (the “Effective Date”), is made by and between TransDigm Holding Company, a
Delaware corporation (the “Company”), and Greg Rufus (the “Executive”). 
  
 RECITALS: 
  
 WHEREAS, the Executive holds
the position of Executive Vice President and Chief Financial Officer of the Company, on the terms and subject to the conditions set forth in this Agreement. 
  
 NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows: 
  
 21. Certain Definitions. 
  
 (a) “Annual Base Salary” shall have the meaning set forth
in Section 4(a). 
  
 (b) “Board” shall mean
the Board of Directors of the Company. 
  
 (c)
“Cause” shall mean either of the following: (i) the repeated failure by the Executive, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of
the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical or mental illness), or (ii) any willful misconduct by the Executive that has the effect of materially injuring
the business of the Company or any of its subsidiaries, including, without limitation, the disclosure of material secret or confidential information of the Company or any of its subsidiaries. 
  
 (d) “COBRA” shall mean the Consolidated Omnibus Budget
Reconciliation Act of 1985, as may be amended from time to time. 
  
 (e) “Common Stock” shall mean the common stock of the Company, $0.01 par value per share. 
  
 (f) “Company” shall have the meaning set forth in the preamble hereto. 
  
 (g) “Compensation Committee” shall mean the Compensation Committee of the Board whose members shall be
appointed by the Board from time to time. 
  
 (h) “Date of
Termination” shall mean (i) if the Executive’s employment is terminated by reason of his death, the date of his death, and (ii) if the Executive’s employment is terminated pursuant to Sections 5(a)(ii) - (vi), the date
specified in the Notice of Termination. 







 (i) “Disability” shall mean the Executive’s absence from employment with the
Company due to: (i) his inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of
not less than twelve (12) months; or (ii) such medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and
for which the Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company’s employees. 
  
 (j) “Effective Date” shall have the meaning set forth in the
first paragraph hereof. 
  
 (k) “Equity Compensation
Agreements” shall mean any written agreements between the Company and the Executive pursuant to which the Executive holds or is granted options to purchase Common Stock, including, without limitation, agreements evidencing options granted
under any option plan adopted or maintained by the Company for employees generally, that certain agreement among the Company, the Executive and Warburg Pincus Private Equity VIII, L.P., governing the treatment of “Rollover Options” (as
described therein), and any management deferred compensation or similar plans of the Company. 
  
 (l) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  
 (m) “Executive” shall have the meaning set forth in the preamble hereto. 
  
 (n) “Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the
Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written
consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Cleveland, Ohio, or (iv) any material breach of this
Agreement by the Company. 
  
 (o) “Notice of
Termination” shall have the a meaning set forth in Section 5(b). 
  
 (p) “Payment Period” shall have the meaning set forth in Section 6(b)(i). 
  
 (q) “Principal Stockholder” shall mean Warburg Pincus Private Equity VIII, L.P. and any of its permitted assignees under the
Stockholders’ Agreement. 
  
 (r) “Specified
Employee” shall mean any individual employed by the Company who (i) at any time during the twelve (12) month period ending on the December 31st preceding the calendar year under consideration, (A) is one of the top 50
compensated officers of the Company and has annual “W-2” compensation of at least $130,000; (B) owns more than five percent (5%) of the Company’s stock; or (C) owns 







 more than one percent (1%) of the Company’s stock and has annual “W-2” compensation in excess of
$150,000; and (ii) the Company’s stock is publicly-traded on the date such individual terminates his service with the Company. The foregoing compensation amounts shall be adjusted from time to time in accordance with the cost-of-living
adjustments provided for under the Code. 
  
 (s)
“Stockholders’ Agreement” shall mean that certain Stockholders’ Agreement dated July 22, 2003, among TD Holding Corporation, Warburg Pincus Private Equity VIII, L.P., the Executive and the other stockholders party
thereto, as amended from time to time. 
  
 (t)
“Term” shall have the meaning set forth in Section 2. 
  
 22. Employment. The Company shall employ the Executive, for the period set forth in this Section 2, in the position(s) set forth in Section 3 and upon the other terms and conditions herein provided. The term of employment
under this Agreement (the “Term”) shall be for the period beginning on the Effective Date and ending on the fifth anniversary thereof unless earlier terminated as provided in Section 5; provided, however, that unless so earlier
terminated or unless the Executive or the Company shall give written notice to the other of his or its intention not to renew this Agreement no less than sixty days prior to the scheduled expiration thereof, upon the fifth anniversary of the
Effective Date, this Agreement shall automatically be renewed for an additional two year period. 
  
 23. Position and Duties. During the Term, the Executive shall serve as Executive Vice President and Chief Financial Officer of each of the Company and its subsidiary, TransDigm, Inc. (“TransDigm”),
with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Chief Executive Officer. During the Term, the Executive shall devote substantially all his working time and efforts to the
business and affairs of the Company and TransDigm; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on
corporate, industry, civic or charitable boards or committees, and (ii) manage his personal investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder. 
  
 24. Compensation and Related Matters. 
  
 (a) Annual Base Salary. During the Term, the Executive shall receive
a base salary at a rate that is no less than $233,000 per annum payable in accordance with the Company’s normal payroll practices, which shall be reviewed by the Compensation Committee on or prior to each anniversary of the Effective Date
during the Term and may be increased, but not decreased, upon such review (the “Annual Base Salary”). 
  
 (b) Bonus. For each fiscal year during the Term, the Executive shall be eligible to participate in the Company’s annual cash bonus plan in
accordance with terms and provisions which shall be consistent with the Company’s executive bonus policy in effect as of the Effective Date. 







 (c) Non-Qualified Deferred Compensation. During the Term, the Executive shall be eligible to
participate in any non-qualified deferred compensation plan or program (if any) offered by the Company to its executives. 
  
 (d) Long Term Incentive Compensation. During the Term, the Executive shall be entitled to participate in the Option Plan or any successor plan
thereto. 
  
 (e) Benefits. During the Term, the Executive
shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board or Compensation Committee, hereafter) in effect which are applicable to the senior officers
of the Company generally, subject to and on a basis consistent with the terms, conditions and overall administration thereof (including the right of the Company to amend, modify or terminate such plans). 
  
 (f) Expenses. Pursuant to the Company’s customary policies in
force at the time of payment, the Executive shall be reimbursed for all expenses properly incurred by the Executive on the Company’s behalf in the performance of the Executive’s duties hereunder. 
  
 (g) Vacation. The Executive shall be entitled to an amount of annual
vacation days, and to compensation in respect of earned but unused vacation days in accordance with the Company’s vacation policy as in effect as of the Effective Date. The Executive shall also be entitled to paid holidays in accordance with
the Company’s practices with respect to same as in effect as of the Effective Date. 
  
 (h) Automobile. During the Term, the Company shall provide the Executive with an annual automobile allowance at a rate determined by the Chief Executive Officer and generally consistent with allowance currently
granted to the Executive. 
  
 (i) Club Membership. During
the Term, the Company shall pay on behalf of the Executive, or reimburse the Executive for, annual membership fees payable in connection with the Executive’s membership in one country club of the Executive’s choice. 
  
 25. Termination. 
  
 (a) The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any
breach of this Agreement only under the following circumstances and in accordance with subsection (b): 
  
 (i) Death. The Executive’s employment hereunder shall terminate upon his death. 
  
 (ii) Disability. If the Company determines in good
faith that the Executive has incurred a Disability, the Company may give the Executive written 







 notice of its intention to terminate the Executive’s employment. In such event, the Executive’s
employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within such 30 day period the Executive shall not have returned to full-time performance of his duties. The Executive
shall continue to receive his Annual Base Salary until the 90th day following the date of the Notice of Termination. 
  
 (iii) Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause. 
  
 (iv) Resignation for Good Reason. The Executive may
terminate his employment hereunder for Good Reason. 
  
 (v) Termination without Cause. The Company may terminate the Executive’s employment hereunder without Cause. 
  
 (vi) Resignation without Good Reason. The Executive may resign his employment hereunder without Good Reason. 
  
 (b) Notice of Termination. Any termination of the Executive’s
employment by the Company or by the Executive under this Section 5 (other than termination pursuant to subsection (a)(i)) shall be communicated by a written notice from the Board or the Executive to the other indicating the specific termination
provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a Date of
Termination which, except in the case of Termination by reason of Disability or Termination for Cause pursuant to Section 5(a)(ii) or 5(a)(iii), respectively, shall be at least 90 days following the date of such notice (a “Notice of
Termination”). In the event of Termination for Cause pursuant to Section 5(a)(iii), the Executive shall have the right, if the basis for such Cause is curable, to cure the same within 15 days following the Notice of Termination for Cause,
and Cause shall not be deemed to exist if the Executive cures the event giving rise to Cause within such 15 day period. In the event of Termination by the Executive for Good Reason pursuant to Section 5(a)(iv), the Company shall have the right,
if the basis for such Good Reason is curable, to cure the same within 15 days following the Notice of Termination for Good Reason, and Good Reason shall not be deemed to exist if the Company cures the event giving rise to Good Reason within such 15
day period. The Executive shall continue to receive his Annual Base Salary, annual bonus and all other compensation and perquisites referenced in Section 4 through the Date of Termination. 
  
 26. Severance Payments. 
  
 (a) Termination for any Reason. In the event the Executive’s employment with the Company is terminated for any
reason, the Company shall pay the Executive (or his beneficiary in the event of his death) any unpaid Annual Base Salary that has accrued as of the Date of Termination, any unreimbursed expenses due to the Executive in 







 accordance with the Company’s expense reimbursement policy and an amount equal to compensation for accrued but
unused sick days and vacation days. The Executive shall also be entitled to accrued, vested benefits under the Company’s benefit plans and programs as provided therein. The Executive shall be entitled to the additional payments and benefits
described below only as set forth herein. 
  
 (b) Termination
without Cause, Resignation for Good Reason or Termination by Reason of Death or Disability. In the event of the Executive’s Termination without Cause (pursuant to Section 5(a)(v)), Resignation for Good Reason (pursuant to
Section 5(a)(iv)) or termination by reason of death or Disability (pursuant to Section 5(a)(i) or (ii), respectively), the Company shall pay to the Executive the amounts described in subsection (a), and: 
  
 (i) subject to Section 6(c) below, the Company shall
pay to the Executive, in accordance with its regular payroll practice, an amount equal to the Annual Base Salary and annual bonus provided herein that the Executive would have been entitled to receive had he continued his employment hereunder for
the period beginning on the Date of Termination and ending on the date that is twelve months thereafter (the “Payment Period”); 
  
 (ii) continue for the Payment Period the Executive’s and his then eligible dependents’ coverage under the Company’s medical
benefit plans, whether or not the Executive and his eligible dependents are eligible for COBRA continuation coverage; and 
  
 (iii) subject to Section 6(c) below, the Company shall pay or provide to the Executive for the Payment Period the perquisites to
which the Executive is entitled under Sections 4(h) and 4(i). 
  
 (c) Payments on Account of Termination to a Specified Employee. Notwithstanding the foregoing provisions of Sections 6(a) or 6(b), in the event that the Executive is determined to be a Specified Employee on his Date of Termination,
any payment to which the Executive is entitled pursuant to Section 6(b)(i) above shall become payable to the Executive, in accordance with the Company’s regular payroll practice, on the date immediately following the date that is six
months from the Date of Termination. As a result of such six month delay in payments made to the Executive, his first payment under this Section 6(c) shall equal the amount he otherwise would have received for the preceding six month period, if
the Executive had not been a Specified Employee and had commenced receiving his benefit under this Section 6(c). The provisions of this Section 6(c) shall not apply in the event of Termination due to Disability or death. 
  
 27. Competition; Nonsolicitation. 
  
 (a) During the Term and, following any termination of Executive’s
employment, for a period equal to (i) the Payment Period, in the case of a termination of employment for which payments are made pursuant to Section 6(b) hereof, or (ii) twenty- 







 four (24) months from the date of such termination in the event of a voluntary termination of employment by the
Executive without Good Reason, or a termination by the Company for Cause, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any interest in, or manage or operate any person, firm,
corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business (other than a business that constitutes less than 5% of the relevant
entity’s net revenue and a proportionate share of its operating income) which competes with any business of the Company or any entity owned by it anywhere in the world; provided, however, that the Executive shall be permitted to acquire a stock
interest in such a corporation provided such stock is publicly traded and the stock so acquired does not represent more than one percent of the outstanding shares of such corporation. 
  
 (b) During the Term and for a period of two years following any termination of the Executive’s employment, the
Executive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, whether as an owner, employee, service provider or otherwise, solicit or induce any person who is or was employed by, or providing consulting
services to, the Company or any of its subsidiaries during the twelve-month period prior to the date of such termination, to terminate their employment or consulting relationship with the Company or any such subsidiary. 
  
 (c) In the event the agreement in this Section 7 shall be determined by
any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend
only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined
by such court in such action. 
  
 28. Nondisclosure of Proprietary
Information. 
  
 (a) Except as required in the faithful
performance of the Executive’s duties hereunder or pursuant to subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his
benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s
operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees
or other terms of employment, except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this Section 8, or deliver to any person, firm, corporation or other entity any document,
record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material
and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). 







 (b) Upon termination of the Executive’s employment with the Company for any reason, the Executive
shall promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans,
marketing strategies, products or processes and/or which contain proprietary information or trade secrets. 
  
 (c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof,
shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process. 
  
 29. Injunctive Relief. It is recognized and acknowledged by the Executive that a
breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be
inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific
performance and injunctive relief. 
  
 30. Survival. The expiration or
termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration. 
  
 31. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns,
personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. 
  
 32. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Ohio. 

 
 33. Validity. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 
  
 34. Notices. Any notice, request, claim, demand, document or other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and
shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows: 
  

	 	(a)	If to the Company, to: 

  
 TransDigm Holding Company 
 The Tower at Erieview 
 1301 E. 9th Street, Suite 3710 
 Cleveland,
Ohio 44114 
 Attention: W. Nicholas Howley, CEO and Chairman 







 (b) If to the Executive, to him at the address set forth below under his signature; 
  
 or at any other address as any party shall have specified by notice in
writing to the other party in accordance with this Section 14. 
  
 35.
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. 
  
 36. Entire Agreement; Prior Employment Agreement. The terms of this Agreement,
together with the Stockholders’ Agreement and the Equity Compensation Agreements are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be
contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement, and the aforementioned contemporaneous documents, shall constitute the complete and exclusive statement of its terms and that no
extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. Notwithstanding any of the foregoing to the contrary, in the event of a conflict between the terms of
this Agreement and the Stockholders’ Agreement, the terms of this Agreement shall govern. 
  
 37. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and the Chief Executive Officer. By an instrument in writing
similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall preclude any other or further exercise of any other right, remedy
or power provided herein or by law or in equity. 
  
 38. No Inconsistent
Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in
a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement. 
  
 39. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a
panel of three arbitrators in Cleveland, Ohio, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided,
however, that the Company shall be entitled to seek a 







 restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of
the provisions of Section 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond; and provided further, that the
Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. Each of the parties hereto shall
bear its share of the fees and expenses of any arbitration hereunder. 
  
 40.
Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by
the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the
Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the
protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in
connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a
director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his
capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive. 
  
 (SIGNATURE PAGE FOLLOWS) 







 IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. 
  

			
	TRANSDIGM HOLDING COMPANY
		
	By:	 	 /s/ W. Nicholas Howley


	Name:	 	 W. Nicholas Howley

	Title:	 	 Chief Executive Officer

	
	EXECUTIVE
	
	 /s/ Gregory Rufus


	Gregory Rufus
	
	Address: