Exhibit 10.2
TD HOLDING CORPORATION
THIRD AMENDED AND RESTATED
2003 STOCK OPTION PLAN
SECTION 1.
PURPOSE.
The Plan is intended as an incentive to improve the performance, encourage the
continued employment and increase the proprietary interest of certain employees
of the Company selected for participation in the Plan.
The Plan is designed to
grant such employees the opportunity to share in the Company's long-term success
through stock ownership and to afford them the opportunity for additional
compensation related to the value of Stock of the Company.
It is intended that
certain options granted under this Plan may qualify as "incentive stock options"
under Section 422 of the Code.
SECTION 2.
DEFINITIONS.
(A)
"AFFILIATE" MEANS ANY PARENT CORPORATION OR SUBSIDIARY CORPORATION
OF THE COMPANY, WHETHER NOW OR HEREAFTER EXISTING, AS THOSE TERMS ARE DEFINED IN
SECTIONS 424(E) AND (F), RESPECTIVELY, OF THE CODE.
(B)
"ANNUAL EBITDA" MEANS, FOR ANY FISCAL YEAR, AN AMOUNT EQUAL TO THE
CONSOLIDATED EBITDA (AS SUCH TERM IS DEFINED IN THAT CERTAIN CREDIT AGREEMENT,
DATED AS OF JULY 22, 2003, AMONG TRANSDIGM INC. (AS SUCCESSOR BY MERGER TO TD
FUNDING CORPORATION), TRANSDIGM HOLDING COMPANY (AS SUCCESSOR BY MERGER TO TD
ACQUISITION CORPORATION), CERTAIN LENDERS NAMED THEREIN AND CREDIT SUISSE FIRST
BOSTON, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT) FOR SUCH FISCAL YEAR.
(C)
"ANNUAL EBITDA TARGET" MEANS:
(I)
FOR FISCAL YEAR 2004 (ENDING SEPTEMBER 30, 2004), $134.7 MILLION;
(II)
FOR FISCAL YEAR 2005, $163 MILLION;
(III)
FOR FISCAL YEAR 2006, $190.1 MILLION;
(IV)
FOR FISCAL YEAR 2007, $212.9 MILLION; AND
(V)
FOR FISCAL YEAR 2008, $235.7 MILLION;
provided, however, the Annual EBITDA Target shall be appropriately adjusted in
good faith by the Board for any acquisitions, dispositions or other similar
events that effect the determination of Annual EBITDA.
(D)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
(E)
"CHANGE IN CONTROL" MEANS A CHANGE IN OWNERSHIP OR CONTROL OF THE
COMPANY EFFECTED THROUGH A TRANSACTION OR SERIES OF TRANSACTIONS (OTHER THAN AN
OFFERING OF STOCK
TO THE GENERAL PUBLIC THROUGH A REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION) WHEREBY ANY "PERSON" OR RELATED "GROUP" OF "PERSONS"
(AS SUCH TERMS ARE USED IN SECTIONS 13(D) AND 14(D)(2) OF THE EXCHANGE ACT)
(OTHER THAN THE COMPANY, ANY OF ITS SUBSIDIARIES, AN EMPLOYEE BENEFIT PLAN
MAINTAINED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, A PRINCIPAL STOCKHOLDER OR
A "PERSON" THAT, PRIOR TO SUCH TRANSACTION, DIRECTLY OR INDIRECTLY CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE COMPANY OR A PRINCIPAL
STOCKHOLDER) DIRECTLY OR INDIRECTLY ACQUIRES BENEFICIAL OWNERSHIP (WITHIN THE
MEANING OF RULE 13D-3 UNDER THE EXCHANGE ACT) OF SECURITIES OF THE COMPANY
POSSESSING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF
THE COMPANY'S SECURITIES OUTSTANDING IMMEDIATELY AFTER SUCH ACQUISITION.
(F)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(G)
"COMMITTEE" MEANS THE COMPENSATION COMMITTEE OF THE BOARD.
(H)
"COMPANY" MEANS TD HOLDING CORPORATION, A DELAWARE CORPORATION.
(I)
"CUMULATIVE EBITDA" MEANS, FOR ANY FISCAL YEAR, THE SUM OF THE