OUTSIDE DIRECTOR DEFERRAL PLAN
(Approved by the Board of Directors on December 7, 2004)
This plan shall be known as the Goodrich Corporation Outside Director Deferral Plan (the Plan).
2. Purpose and Intent.
The purpose of the Plan is to provide Outside Directors with the opportunity to defer some or allof their compensation received as directors of the Company. It is the intent of the Company thatamounts deferred under the Plan by an Outside Director shall not be taxable to the Outside Directorfor income tax purposes until the time actually received by the Outside Director. The provisionsof the Plan shall be construed and interpreted to effectuate such intent.
3. Effective Date.
This Plan is adopted and effective for deferrals of Cash Compensation earned for calendar yearsbeginning on or after January 1, 2005.
For purposes of the Plan, the following terms shall have the following meanings:
“Accounts of a Participant mean collectively the Participants Cash Accounts and Phantom ShareAccounts.
“Annual Retainer Fee means the annual cash retainer fee payable to Outside Directors for theirservices as directors of the Company.
“Board means the Board of Directors of the Company.
“Cash Account means an account maintained in United States dollars on the books of the Company torecord a Participants interest under the Plan attributable to any Cash Compensation deferred bythe Participant into a Cash Account pursuant to paragraph 6(c)(ii) below, as adjusted from time totime pursuant to the terms of the Plan.
“Cash Compensation means the Annual Retainer Fee and Meetings Fees.
“Common Stock means the common stock, par value $5.00 per share, of the Company.
Company means Goodrich Corporation, a New York corporation.
“Fair Market Value of a share of Common Stock on any date means the mean of the high and lowprices of a share of Common Stock as reflected in the report of composite trading of New York StockExchange listed securities for that day (or, if no shares were publicly traded on that day, theimmediately preceding day that shares were so traded) published in The Wall Street Journal (EasternEdition) or in any other publication selected by the Plan Administrator; provided, however, that ifthe shares are misquoted or omitted by the selected publication(s), the Plan Administrator shalldirectly solicit the information from officials of the stock exchanges or from other informedindependent market sources.
“Meetings Fees means the fees payable to an Outside Director for attendance at meetings of theBoard and meetings of committees of the Board on which the Outside Director serves.
“Outside Director means an individual who is a member of the Board, but who is not (a) an employeeof the Company or any of its subsidiaries or (b) a former employee of the Company or any of itssubsidiaries whose employment with the Company or any of its subsidiaries terminated within theimmediately preceding five years.
“Participant means an Outside Director who has elected to participate in the Plan as provided inparagraph 6(b) below.
“Phantom Share means a unit having a value as of a given date equal to the Fair Market Value ofone (1) share of Common Stock on such date.
“Phantom Share Account means an account maintained in Phantom Shares on the books of theCompany to record a Participants interest under the Plan attributable to any Cash Compensationdeferred by the Participant into a Phantom Share Account pursuant to paragraph 6(c)(ii) below, asadjusted from time to time pursuant to the terms of the Plan.
Plan has the meaning specified in paragraph 1 hereof.
Plan Administrator means the Company, or such other person or entity designated as the PlanAdministrator for purposes of the Plan by the Board.
“Plan Year means the twelve (12) month period beginning January 1 and ending December 31.
The Plan Administrator shall be responsible for administering the Plan. The Plan Administratorshall have all of the powers necessary to enable it to properly carry out its duties under thePlan. Not in limitation of the foregoing, the Plan Administrator shall have the power to construeand interpret the Plan and to determine all questions that shallarise hereunder. The Plan Administrator shall have such other and further specified duties, powers, authority and discretionas are elsewhere in the Plan either expressly or by necessary implication conferred upon it. ThePlan Administrator may appoint such agents as it may deem necessary for the effective performanceof its duties, and may delegate to such agents such powers and duties as the Plan
Administrator maydeem expedient or appropriate that are not inconsistent with the intent of the Plan. The decisionof the Plan Administrator upon all matters within its scope of authority shall be final andconclusive on all persons, except to the extent otherwise provided by law.
(a) Eligibility. Each Outside Director shall be eligible to participate in the Plan.
(b) Elections to Defer. An Outside Director may become a Participant in the Plan for a PlanYear by irrevocably electing, on a form provided by the Plan Administrator, to defer all or anyportion of the Annual Retainer Fee and any Meetings Fees earned during the Plan Year, with separatedeferral elections to be made for each. In order to be effective, an Outside Directors electionto defer must be executed and returned to the Plan Administrator on or before the date specified bythe Plan Administrator for such purpose. Such election must normally be made prior to thebeginning of the Plan Year to which the election relates. However, the Plan Administrator, in itssole and exclusive discretion, may determine that in certain circumstances an election may be madeduring a Plan Year if such determination is not inconsistent with the intent of the Plan expressedin paragraph 2 above.
(c) Establishment of Accounts.
(i) The Company shall establish and maintain on its books for each Participant a CashAccount and a Phantom Share Account for each payment option that has been elected by suchParticipant pursuant to paragraph 6(f) below. Each Account shall be designated by the name of theParticipant for whom established and by the applicable payment option.
(ii) Any Cash Compensation deferred by a Participant shall be credited to a Cash Account orPhantom Share Account as the Participant shall elect pursuant to paragraph 6(b) above. A separateelection directing deferral to a Cash Account or Phantom Share Account shall be permitted withrespect to each separate component of Cash Compensation being deferred. If no election is made,any Cash Compensation deferred shall be credited to a Cash Account. To the extent any CashCompensation is to be credited to a Cash Account, such amounts shall be credited to such CashAccount as of the date the amounts would have otherwise been paid to the Participant. To theextent any Cash Compensation is to be credited to a Phantom Share Account, such Phantom ShareAccount shall be credited as of the date the amounts would have otherwise been paid to theParticipant with the number of Phantom Shares equal to the dollar amount of the deferral divided bythe Fair Market Value of a share of Common Stock on such date.
(d) Account Adjustments: Cash Account. As of the last day of each calendar month, each CashAccount shall be adjusted for such month so that the level of investment return of suchCash Account shall be substantially equal to the prime rate of interest, as quoted for the lastbusiness day of the immediately preceding calendar month in the Money Rates section of the WallStreet Journal (Eastern Edition), or if such quotations are not available in the Wall StreetJournal, in a similar financial publication selected by the Plan Administrator.
(e) Account Adjustments: Phantom Share Account. Each Phantom Share Account shall be
credited additional full or fractional Phantom Shares for cash dividends paid on the Common Stock based onthe number of Phantom Shares in such Phantom Share Account on the applicable dividend record dateand calculated based on the Fair Market Value of the Common Stock on the applicable dividendpayment date. Each Phantom Share Account shall also be equitably adjusted as determined by thePlan Administrator in the event of any stock dividend, stock split or similar change in thecapitalization of the Company.
(f) Payment Options. At the time a Participant makes an election to defer under the Plan fora Plan Year, the Participant shall be given the opportunity to elect one of the following paymentoptions with respect to amounts deferred for such Plan Year: (i) single payment, (ii) five (5)annual installments or (iii) ten (10) annual installments. The election shall be made in writing ona form provided by the Plan Administrator and must be returned to the Plan Administrator before thedate specified by the Plan Administrator. Such election shall be effective with respect to allamounts deferred under the Plan for such Plan Year, including any adjustments to such amountspursuant to paragraph 6(d) and paragraph 6(e) above. If a Participant fails to duly elect a paymentoption for a Plan Year, the method of payment shall be the single payment. No additional paymentoption elections may be submitted.
(g) Single Payment. If a Participant terminates service with the Company as a member of theBoard, such Participants Accounts for which the single payment method applies shall continue to becredited with adjustments under paragraph 6(d) and paragraph 6(e) above, as applicable, through thelast day of the calendar month in which such termination of services occurred.
(i) In the case of a Phantom Share Account for which the single payment method applies, thenumber of Phantom Shares in such Phantom Share Account as of such date shall be converted to CommonStock and such shares shall be paid in a single payment to the Participant (or, in the event of theParticipants death, to the Participants designated beneficiary) by the last day of the followingcalendar month.
(ii) In the case of a Cash Account for which the single payment method applies, the cashbalance in such Cash Account as of such date shall be paid in a single payment to the Participant(or, in the case of the Participants death, to the Participants designated beneficiary) by thelast day of the following calendar month.
(h) Annual Installments. If a Participant to whom the annual installments method appliesterminates service with the Company as a member of the Board, the amount of such annualinstallments shall be calculated and paid pursuant to the provisions of this paragraph 6(h). TheParticipants Accounts for which the annual installments method applies shall continue to becredited with adjustments under paragraph 6(d) and paragraph 6(e) above, as applicable, until therelevant Accounts are fully paid out. The first installment shall be paid by January 31 of thecalendar year immediately following the calendar year in which such termination of servicesoccurred, and each subsequent installment shall be paid by January 31 of each subsequent calendaryear. In the event of the Participants death, any remaining annual installments shall be paid tothe Participants designated beneficiary. The amount of each payment from the Accounts for whichthe annual installments method applies shall be calculated as follows:
(i) Each payment from a Cash Account shall be made in cash and be equal to (x) the sum of theParticipants balance in such Cash Account as of December 31 of the calendar year immediatelypreceding the calendar year of payment, multiplied by (y) a fraction, the numerator of which is oneand the denominator is the number of installments remaining, including the current years payment.
(ii) Each payment from a Phantom Share Account shall be made in Common Stock and be equal to(x) the sum of the Participants balance in such Phantom Share Account as of December 31 of thecalendar year immediately preceding the calendar year of payment, multiplied by (y) a fraction, thenumerator of which is one and the denominator is the number of installments remaining, includingthe current years payment.
(i) Other Payment Provisions. A Participant shall not be paid any portion of theParticipants Accounts prior to the Participants termination of service as a member of the Board.Any payment hereunder shall be subject to applicable payroll and withholding taxes. If any amountbecomes payable under the provisions of the Plan to a Participant, beneficiary or other person whois a minor or an incompetent, whether or not declared incompetent by a court, such amount may bepaid directly to the minor or incompetent person or to such persons legal representative (orattorney-in-fact in the case of an incompetent) as the Plan Administrator, in its sole discretion,may decide, and the Plan Administrator shall not be liable to any person for any such decision orany payment pursuant thereto. Each Participant shall designate a beneficiary under the Plan on aform furnished by the Plan Administrator, and if a Participant does not have a beneficiarydesignation in effect, the designated beneficiary shall be the Participants estate.
(j) Statements of Account. Each Participant shall receive an annual statement of the balancesin the Participants Accounts.
7. Amendment and Termination of the Plan.
The Board shall have the right and power at any time and from time to time to amend the Plan inwhole or in part and at any time to terminate the Plan; provided, however, that no such amendmentor termination shall reduce the amount actually credited to a Participants Accounts under the Planon the date of such amendment or termination, or further defer the due dates for the payment ofsuch amounts, without the consent of the affected Participant.
8. Applicable Law.
The Plan shall be construed, administered, regulated and governed in all respects under and bythe laws of the United States to the extent applicable, and to the extent such laws are notapplicable, by the laws of the State of New York.
None of the rights or interests in any of the Participants Accounts shall, at any time prior toactual payment or distribution pursuant to the Plan, be assignable or transferable in whole or inpart, either voluntarily or by operation of law or otherwise, and such rights and interest shallnot
be subject to payment of debts by execution, levy, garnishment, attachment, pledge, bankruptcyor in any other manner.
10. Interest of Participant.
The Company shall be under no obligation to segregate or reserve any funds or other assets forpurposes relating to the Plan and, except as set forth in the Plan, no Participant shall have anyrights whatsoever in or with respect to any funds or other assets held by the Company for purposesof the Plan or otherwise. Each Participants Accounts maintained for purposes of the Plan merelyconstitute bookkeeping entries on records of the Company, constitute the unsecured promise andobligation of the Company to make payments as provided herein, and shall not constitute anyallocation whatsoever of any cash, shares or other assets of the Company or be deemed to create anytrust or special deposit with respect to any of the Companys assets. Notwithstanding theforegoing provisions, nothing in this Plan shall preclude the Company from setting aside CommonStock or funds in trust pursuant to one or more trust agreements between a trustee and the Company.However, no Participant shall have any secured interest or claim in any assets or property of theCompany or any such trust and all Common Stock or funds contained in such trust shall remainsubject to the claims of the Companys general creditors.
11. Compliance with Laws and Regulations.
Notwithstanding any other provisions of the Plan, the issuance or delivery of any shares of CommonStock may be postponed for such period as may be required to comply with any applicablerequirements of any national securities exchange or any requirements under any other law orregulation applicable to the issuance or delivery of such shares, and the Company shall not beobligated to issue or deliver any such shares if the issuance or delivery thereof shall constitutea violation of any provision of any law or any regulation of any governmental authority, whetherforeign or domestic, or any national securities exchange.