Compensation Arrangements for Non-Management Directors

 

Exhibit 10(PP)

Compensation Arrangements For Non-Management Directors

Annual Retainer and Meeting Fees

Each of the non-management Directors of Goodrich Corporation (the “Company”) receives an annualretainer of $50,000, payable in quarterly installments. In addition, each of the Company’snon-management directors receives $1,500 for each Board and Board Committee meeting attended,except that the chairperson of a Committee receives $2,500 for each meeting of that Committeeattended.

Outside Directors’ Deferral Plan

Non-management Directors may elect to defer annual retainer and meeting fees under the OutsideDirectors’ Deferral Plan (filed as Exhibit 10(MM) to the Company’s Annual Report on Form 10-K forthe year ended December 31, 2004). The Outside Directors’ Deferral Plan permits non-managementDirectors to elect to defer a portion or all of the annual retainer and meeting fees into either aphantom share account or a cash account. Amounts deferred into the phantom share account accruedividend equivalents, and amounts deferred into the cash account accrue interest at the prime rate.The plan provides that amounts deferred into the phantom share account are paid out in shares ofCompany Common Stock, and amounts deferred into the cash account are paid out in cash, in each casefollowing termination of service as a Director in either a single lump sum, five annualinstallments or ten annual installments.

Directors’ Phantom Share Plan

The Outside Directors’ Phantom Share Plan (filed as Exhibit 10(NN) to the Annual Report on Form10-K for the year ended December 31, 2004) provides for an annual grant of phantom shares to eachnon-management Director equal in value to $60,000. Dividend equivalents accrue on all phantomshares credited to a Director’s account. All phantom shares are fully vested on the date of grant.Following termination of service as a Director, the cash value of the vested number of phantomshares will be paid to each Director in either a single lump sum, five annual installments or tenannual installments. The value of each phantom share is determined on the relevant date by thefair market value of Company Common Stock (as defined in the plan).

Directors’ Retirement Plan

Two of the Company’s non-management Directors (Messrs. Glasser and Rankin) participate in the 1982Directors’ Retirement Plan, which was terminated in 1995. The plan provided that, upon retirementfrom the Board of Directors after reaching the age of 55 with at least ten years of service as aDirector, any non-management Director would

 


 

be entitled to receive an annual amount equal to the annual retainer in effect at retirement. Aretiring Director who had reached age 55 and served for at least five but less than ten years wouldbe entitled to a reduced amount equal to 50% of the annual retainer in effect at retirement, plus10% of such annual retainer for each additional year of service (rounded to the nearest whole year)up to ten. Under the transition provisions of the plan, upon their retirement Messrs. Glasser andRankin will be entitled to receive an annual amount under the plan equal to 100% and 70%,respectively, of the annual retainer in effect at retirement.

Other

Non-management Directors are reimbursed for actual expenses incurred in the performance of theirservices as Directors and, in most instances, provided with travel via Company-provided privateaircraft to Board of Directors and committee meetings. The Company also maintains $275,000 inbusiness travel accident insurance coverage for each non-management Director.