DETERMINED BY THE BOARD IN GOOD FAITH TO BE THE FAIR MARKET
VALUE PER SHARE OF STOCK, ON A FULLY DILUTED BASIS.
(T)
"FUND" MEANS WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
(U)
"IPO" MEANS AN INITIAL PUBLIC OFFERING OF THE STOCK REGISTERED
UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.
(V)
"IPO DATE" MEANS THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
FOR THE IPO.
(W)
"INCENTIVE STOCK OPTION" MEANS AN OPTION INTENDED TO QUALIFY AS AN
INCENTIVE STOCK OPTION WITHIN THE MEANING OF SECTION 422 OF THE CODE AND THE
REGULATIONS PROMULGATED THEREUNDER.
(X)
"MANAGEMENT STOCKHOLDERS' AGREEMENT" MEANS THAT CERTAIN
MANAGEMENT STOCKHOLDERS' AGREEMENT, DATED AS OF JULY 22, 2003, BY AND AMONG THE
COMPANY, THE FUND AND THE OTHER PARTIES NAMED THEREIN.
3
(Y)
"MERGER AGREEMENT" MEANS THE AGREEMENT AND PLAN OF MERGER, DATED
AS OF JUNE 6, 2003, BETWEEN TD ACQUISITION CORPORATION, A DELAWARE CORPORATION,
AND TRANSDIGM HOLDING COMPANY, A DELAWARE CORPORATION.
(Z)
"NEW MANAGEMENT OPTIONS" MEANS OPTIONS THAT ARE NOT ROLLOVER
OPTIONS OR REPURCHASE OPTIONS.
(AA)
"NONQUALIFIED STOCK OPTION" MEANS AN OPTION NOT INTENDED TO QUALIFY
AS AN INCENTIVE STOCK OPTION.
(BB)
"OPTION" MEANS ANY ROLLOVER OPTION, NEW MANAGEMENT OPTION OR
REPURCHASE OPTION GRANTED PURSUANT TO THE PLAN.
(CC)
"OPTION AGREEMENT" MEANS A WRITTEN AGREEMENT BETWEEN THE COMPANY
AND A PARTICIPANT EVIDENCING THE TERMS AND CONDITIONS OF AN INDIVIDUAL OPTION
GRANT.
(DD)
"PARTICIPANT" MEANS A PERSON OR ENTITY TO WHOM AN OPTION IS GRANTED
PURSUANT TO THE PLAN OR, IF APPLICABLE, SUCH OTHER PERSON OR ENTITY WHO HOLDS AN
OUTSTANDING OPTION.
(EE)
"PERFORMANCE VESTED OPTIONS" SHALL MEAN NEW MANAGEMENT OPTIONS TO
WHICH THE VESTING SCHEDULE SET FORTH IN SECTION 8(B)(II) HEREOF APPLIES.
(FF)
"PLAN" MEANS THE TD HOLDING CORPORATION SECOND AMENDED AND
RESTATED 2003 STOCK OPTION PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
(GG)
"PRINCIPAL STOCKHOLDER" MEANS THE FUND AND ANY OF ITS PERMITTED
ASSIGNEES UNDER THAT CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF JULY 22, 2003,
AMONG THE COMPANY, THE FUND AND THE OTHER PARTIES NAMED THEREIN.
(HH)
"PRIOR OPTIONS" MEANS THOSE OPTIONS HELD BY PARTICIPANTS PRIOR TO
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT THAT WERE
REPLACED BY THE ROLLOVER OPTIONS.
(II)
"REPURCHASE OPTIONS" MEANS OPTIONS THE UNDERLYING SHARES OF STOCK
OF WHICH ARE ALLOCATED OUT OF THE REPURCHASE POOL.
(JJ)
"REPURCHASE PRICE" MEANS, WITH RESPECT TO ANY REPURCHASE OPTION,
THE PURCHASE PRICE PER SHARE PAID BY THE COMPANY IN CONNECTION WITH ITS
REPURCHASE OF THE SHARES OF STOCK OR THE VESTED OPTION TO WHICH THE REPURCHASE
OPTION RELATES IN ACCORDANCE WITH THE TERMS OF THE MANAGEMENT STOCKHOLDERS'
AGREEMENT.
(KK)
"REPURCHASE POOL" MEANS A POOL OF SHARES OF STOCK ALLOCATED UNDER
THE PLAN PURSUANT TO SECTION 4(D) HEREOF.
(LL)
"ROLLOVER OPTIONS" MEANS OPTIONS GRANTED TO A PARTICIPANT TO
REPLACE PRIOR OPTIONS.
4
(MM)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED.
(NN)
"STOCK" MEANS THE COMMON STOCK OF THE COMPANY, PAR VALUE $.001 PER
SHARE.
(OO)
"TIME VESTED OPTIONS" SHALL MEAN NEW MANAGEMENT OPTIONS