Compensation Arrangements for the Named Executive Officers


Exhibit 10(OO)

Compensation Arrangements for the Named Executive Officers

Set forth below is a summary of the compensation paid by Goodrich Corporation (the “Company”) toits named executive officers (defined in Regulation S-K Item 402(a)(3)) in their current positionsas of the date of filing of the Company’s Annual Report on Form 10-K for the year ended December31, 2004 (the “Form 10-K”). All of the Company’s executive officers are at-will employees whosecompensation and employment status may be changed at any time in the discretion of the Company’sBoard of Directors, subject only to the terms of the Management Continuity Agreements between theCompany and these executive officers, the form of which is filed as Exhibit 10(BB) to the Form10-K.

Base Salary. Effective January 1, 2005, the named executive officers are scheduled to receive thefollowing annual base salaries in their current positions:

Name and Current Position   Base Salary ($)  
Marshall O. Larsen
  $ 900,000  
(Chairman, President and Chief Executive Officer)
Ulrich Schmidt
  $ 460,000  
(Executive Vice President and Chief Financial Officer)
John J. Grisik
  $ 460,000  
(Vice President and Segment President, Airframe Systems)
Terrence G. Linnert
  $ 450,000  
(Executive Vice President, Administration and General Counsel)
John J. Carmola
  $ 410,000  
(Vice President and Segment President, Engine Systems).

Annual and Long-Term Incentive Plans. In their current positions, the named executive officers areeligible to:

  •   Receive an annual cash incentive award pursuant to the Senior Executive ManagementIncentive Plan (filed as Exhibit 10(V) to the Form 10-K).
  •   Participate in the Company’s long-term incentive program, which currently involves theaward of restricted stock units, stock options and performance units pursuant to theCompany’s 2001 Stock Option Plan (filed as Exhibit 10(K) to the Form 10-K).



Benefit Plans and Other Arrangements. In their current positions, the named executive officers areeligible to:

  •   Participate in the Company’s broad-based benefit programs generally available to itssalaried employees, including health, disability and life insurance programs, qualified401(k) and pension plans and a severance plan.
  •   Participate in (a) non-qualified 401(k) and pension plans (filed as Exhibits 10(Y) and10(Z) to the Form 10-K), a supplemental executiveretirement plan (the form of which is filed as Exhibit 10(X) to the Form 10-K) and amanagement continuity agreement that takes effect upon a change in control of the Company(the form of which is filed as Exhibit 10(BB) to the Form 10-K),(b) in the case of Mr. Larsen, Mr. Grisik and Mr. Linnert, a disability benefits agreement (the form of which isfiled as Exhibit 10(W) to the Form 10-K) and (c) in thecase of Mr. Linnert, Mr. Grisik and Mr. Carmola, anexecutive life insurance program.
  •   Receive certain perquisites offered by the Company, including an automobile allowance,automobile and umbrella liability insurance, financial counseling and tax preparation,club memberships, annual physical examinations, long-distance telephone service and, incertain cases, use of the Company’s aircraft for personal use. Executives receive a taxgross-up equal to 100% of the amounts paid by the Company on behalf of the namedexecutive officers with respect to the automobile allowance, umbrella liabilityinsurance, financial counseling and tax preparation, club initiation fees and certainlife insurance programs.