Contract

Exhibit 10.9================================================================================ MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC. SHORT-TERM INCENTIVE PLAN================================================================================ June 16, 2005 MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC. SHORT-TERM INCENTIVE PLAN Table of Contents

ARTICLE I — PURPOSE………………………………………………. 1 Section 1.01. Purpose………………………………………… 1ARTICLE II — DEFINITIONS………………………………………….. 1 Section 2.01. Beneficiary or Beneficiaries……………………… 1 Section 2.02. Board of Directors………………………………. 1 Section 2.03. Closing Date……………………………………. 1 Section 2.04. Code…………………………………………… 1 Section 2.05. Committee………………………………………. 2 Section 2.06. Company………………………………………… 2 Section 2.07. Employee……………………………………….. 2 Section 2.08. Employer……………………………………….. 2 Section 2.09. Participant…………………………………….. 2 Section 2.10. Plan…………………………………………… 2 Section 2.11. Plan Year………………………………………. 2 Section 2.12. Separation from Service………………………….. 2 Section 2.13. Sole Discretion…………………………………. 2ARTICLE III — ELIGIBILITY…………………………………………. 2 Section 3.01. Eligibility…………………………………….. 2ARTICLE IV — BENEFITS…………………………………………….. 3 Section 4.01. Benefits……………………………………….. 3 Section 4.02. Grants of Shares………………………………… 3 Section 4.03. Interest in Shares………………………………. 3 Section 4.04. Conditions……………………………………… 4 Section 4.05. Restriction on Transfer of Shares…………………. 4 Section 4.06. Dividends………………………………………. 4 Section 4.07. No Rights of Stockholder…………………………. 4ARTICLE V — PAYMENT OF BENEFITS……………………………………. 4 Section 5.01. Payment of Cash Benefits…………………………. 4 Section 5.02. Payments in the Event of Death……………………. 5

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ARTICLE VI — SOURCE OF BENEFITS……………………………………. 5 Section 6.01. Source of Benefits………………………………. 5 Section 6.02. Multiple Employers………………………………. 5ARTICLE VII — ADMINISTRATION………………………………………. 6 Section 7.01. Committee………………………………………. 6 Section 7.02. Reliance on Certificates, etc…………………….. 6ARTICLE VIII — AMENDMENT AND TERMINATION……………………………. 6 Section 8.01. Amendment………………………………………. 6 Section 8.02. Termination…………………………………….. 7ARTICLE IX — RESTRICTIONS ON ALIENATION…………………………….. 7 Section 9.01. Restrictions on Alienation……………………….. 7ARTICLE X — MISCELLANEOUS…………………………………………. 8 Section 10.01. Effective Date………………………………….. 8 Section 10.02. Payments Net of Withholding………………………. 8 Section 10.03. Binding on Successors……………………………. 8 Section 10.04. Adoption by Other Employers………………………. 8 Section 10.05. Minors and Incompetents………………………….. 8 Section 10.06. Erroneous Payments………………………………. 8 Section 10.07. Headings……………………………………….. 8 Section 10.08. Notices………………………………………… 9 Section 10.09. Severability……………………………………. 9 Section 10.10. No Contract of Employment………………………… 9 Section 10.11. Certain Limitations……………………………… 9 Section 10.12. State Law………………………………………. 9 Section 10.13. Government and Other Regulations………………….. 9 Section 10.14. Nonexclusivity of the Plan……………………….. 10

-ii- MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC. SHORT-TERM INCENTIVE PLAN WITNESSETH: THAT; WHEREAS, the Company desires to provide specified incentive benefits toParticipants in the form of cash or shares of the Company’s Class B CommonStock, par value $0.01 per share (“Shares”) or both, on the terms and conditionsset forth herein; and WHEREAS, the Board of Directors of the Company has reviewed the terms andprovisions hereof and found them satisfactory. NOW, THEREFORE, the Company hereby adopts the Plan on the terms andconditions set forth herein, which Plan shall be known as the “Mid-WesternAircraft Systems Holdings, Inc. Short-Term Incentive Plan.” ARTICLE I — PURPOSE Section 1.01. Purpose. The purpose of the Plan is to provide specifiedincentive benefits, in the form of cash or Shares or both, to Employees who areeligible to participate in the Plan, subject to certain conditions andrestrictions, as set forth in the Plan. The maximum aggregate number of Sharesthat may be granted to Participants under the Plan shall be _________ Shares. ARTICLE II — DEFINITIONS For purposes of the Plan, the following terms shall have the followingmeanings, unless the context clearly indicates otherwise. Section 2.01. Beneficiary or Beneficiaries means the person, persons,entity, or entities entitled to receive any benefits under this Plan pursuant tothe designation of the Participant (or in default of such designation) asprovided in Section 5.02 hereof. Section 2.02. Board of Directors means the Board of Directors of theCompany. Section 2.03. Closing Date means June 16, 2005, being the closing date ofthe sale of assets from The Boeing Company to Mid-Western Aircraft Systems,Inc., pursuant to that certain Asset Purchase Agreement by and between TheBoeing Company and Mid-Western Aircraft Systems, Inc., dated as of February 22,2005. Section 2.04. Code means the Internal Revenue Code of 1986, as amended. -1- 6/27/2005 Section 2.05. Committee means the Board of Directors or a committeeappointed by, and serving at the pleasure of, the Board of Directors forpurposes of administering the Plan, which committee shall operate under rulesand procedures established by the Board of Directors from time to time for suchpurpose. Section 2.06. Company means Mid-Western Aircraft Systems Holdings, Inc., aDelaware corporation, or its successor. Section 2.07. Employee means a consultant or independent contractor of theEmployer or any individual who is employed and compensated (by a payroll checkissued directly from the Employer or Employer agent to the Employee or directpayroll deposit made to the Employee’s account) by the Employer or Employeragent. Section 2.08. Employer means the Company, Mid-Western Aircraft Systems,Inc. (or its successor), and any other entity that adopts this Plan with theconsent and approval of the Committee. Section 2.09. Participant means an Employee who has been designated by theCommittee as eligible to participate in this Plan pursuant to Section 3.01.Where the context requires, the term “Participant” also shall include a formerParticipant. Section 2.10. Plan means this Mid-Western Aircraft Systems Holdings, Inc.Short-Term Incentive Plan, as amended. Section 2.11. Plan Year means the 12-month period commencing January 1 eachyear; provided, however, that the initial Plan Year shall be a short yearcommencing on the Closing Date and ending on December 31, 2005. Section 2.12. Separation from Service means the termination of employment(including termination of a consulting or independent contractor arrangement)with the Employer. The term includes, but is not limited to, a termination whicharises from a Participant’s death, disability, discharge (with or withoutcause), or voluntary termination. In the case of an employee, the term shall notinclude any temporary absences due to vacation, sickness, or other leaves ofabsence granted to a Participant by the Employer. A Separation from Serviceshall not be deemed to occur, however, upon a transfer involving any combinationof any entity comprising the Employer. Section 2.13. Sole Discretion means the right and power to decide a matter,which right may be exercised arbitrarily at any time and from time to time. ARTICLE III — ELIGIBILITY Section 3.01. Eligibility. The Committee shall have the unrestricted rightand power, which may be exercised in its Sole Discretion at any time and fromtime to time, to designate Employees who are eligible to participate in thisPlan. The Committee also shall -2-have the right, in its Sole Discretion, to terminate an individual’s futureparticipation in this Plan. ARTICLE IV — BENEFITS Section 4.01. Benefits. For each Plan Year, the Committee may, in its SoleDiscretion, establish an individual schedule or schedules for each Participantsetting forth certain performance targets or goals for such Participant andcorresponding incentive benefits available to such Participant under the Plan,which schedule may be revised by the Committee at any time and from time totime, in its Sole Discretion. Benefits may be offered under the Plan in the formof cash, Shares, or both, in such amounts as the Committee may determine in itsSole Discretion. No Participant shall have the right or be offered theopportunity to elect the form or amount of the Participant’s benefit under thePlan, it being within the Sole Discretion of the Committee to determine the formand amount of benefits to be offered under the Plan (if any). Section 4.02. Grants of Shares. In the event Shares are granted to aParticipant under the Plan (which Shares shall be subject to the restrictionscontained in this Plan, “Restricted Shares”), the Committee shall have theunrestricted right and power, in its Sole Discretion, to establish such terms,conditions, restrictions, or procedures related to a grant of such RestrictedShares as the Committee deems necessary or appropriate, including, but notlimited to, requiring, as a condition precedent to a grant of such RestrictedShares under the Plan, that a Participant execute the Investor StockholdersAgreement, dated as of June June 16, 2005, between the Company and itsshareholders (the “Stockholders Agreement”), and such other agreements with theCompany and/or other shareholders in the Company as the Committee deemsnecessary or appropriate, in such form and substance as may be satisfactory tothe Committee in its Sole Discretion. Participation by a Participant in anygrant of Restricted Shares under the Plan shall neither limit nor requireparticipation by the Participant in any other benefits under Plan, it beingwithin the Sole Discretion of the Committee to determine the individualseligible to participate in the Plan and in a grant of benefits under the Plan.The Restricted Shares may be either previously issued Shares that have beenreacquired by the Company or authorized but unissued Shares, as the Board ofDirectors shall from time to time determine. If any Participant’s interest inRestricted Shares granted under the Plan terminates, any Shares in which theParticipant has no further interest shall again become available to be grantedunder the Plan. Section 4.03. Interest in Shares. A Participant granted Restricted Sharesshall have no interest in those Shares upon grant and shall only acquire aninterest in those Shares upon the Participant being credited with one year ofservice after the date such Shares are granted to the Participant. A Participantshall be credited with one year of service after the date Shares are granted tothe Participant if the Participant is continuously performing services (ordeemed to be continuously performing services) for the Employer for the 12-monthperiod ending on the anniversary of the date the Restricted Shares are grantedto the Participant. Restricted Shares granted to a Participant shall be deemedto have been granted as of the date designated and prescribed by the Committee.If a Separation from Service occurs during the -3-12-month period following the grant of a Restricted Share, the Participantinterest in such Share shall automatically terminate and be of no further forceor effect. Notwithstanding the foregoing, the Committee may at any time, in its SoleDiscretion, credit a Participant with a year of service after the dateRestricted Shares are granted to the Participant or otherwise increase thenumber of, or any Participant’s interest in, Restricted Shares granted under thePlan if the Committee determines, in its Sole Discretion, it is in the bestinterests of the Company to do so. Section 4.04. Conditions. Shares acquired under the Plan shall be subjectto any and all terms, conditions, and restrictions set forth in the Company’scertificate of incorporation and bylaws, as well as the Stockholders Agreementand any other agreement entered into with respect to such Shares. Section 4.05. Restriction on Transfer of Shares. Shares acquired under thisPlan shall be subject to such conditions and restrictions on transfer as are setforth in the Company’s certificate of incorporation and bylaws, as well as theStockholders Agreement, and any other agreement entered into with respect tosuch Shares. Any voluntary or involuntary sale, assignment, transfer, orexchange of Shares acquired under the Plan that fails to satisfy or comply withany applicable condition or restriction on such sale, assignment, transfer, orexchange shall be void and of no effect and shall not bind or be recognized bythe Company. No Shares may be transferred unless the transferee first executes,acknowledges, and delivers to the Company such instruments as the Company maydeem necessary or advisable to effect the transfer. Section 4.06. Dividends. Dividends declared by the Board of Directors withrespect to Shares shall, with respect to any Restricted Shares, be cumulated andpaid to the Participant only if and at the time, and to the extent that, theParticipant acquires an interest in any such Restricted Shares in accordancewith this Article IV. Section 4.07. No Rights of Stockholder. Restricted Shares shall not besubject to transfer or assignment, and a Participant shall not have the rightsof a stockholder in the Company with respect to Restricted Shares unless anduntil the Participant acquires an interest in such Restricted Shares inaccordance with this Article IV. ARTICLE V — PAYMENT OF BENEFITS Section 5.01. Payment of Cash Benefits. To the extent a Participant isentitled to receive a cash benefit under Section 4.01 hereof with respect toservices performed during a Plan Year, such benefit shall be payable in a lumpsum as soon as administratively practicable after the end of such Plan Year, butin no event later than 2 1/2 months after the end of such Plan Year, subject toany timely election to defer payment of all or part of such benefit inaccordance with the terms and provisions of the Mid-Western Aircraft SystemsHoldings, Inc. Deferred Compensation Plan. -4- Section 5.02. Payments in the Event of Death. In the event a Participantdies before receiving all benefits payable to Participant under the Plan,payment of the remaining amounts shall be made to the Participant’s Beneficiary.The Beneficiary of a Participant shall be the person, persons, entity, orentities designated by the Participant on a beneficiary designation formprovided by the Committee. A Participant shall have the right to change theParticipant’s Beneficiary designation at any time; provided, however, that nochange of a beneficiary shall be effective until received and accepted by theCommittee. In the event a Participant dies without having a Beneficiarydesignation in force, or in the event no designated Beneficiary is alive or inbeing at the time of the Participant’s death, the Participant’s Beneficiaryshall be deemed to be the Participant’s surviving spouse or, if the Participantleaves no surviving spouse, the Participant’s estate. If the Committee has any doubt as to the proper person(s) or entity(ies) toreceive payments hereunder, it shall have the right to withhold payment untilthe matter is finally adjudicated. Any payment made in good faith and inaccordance with the provisions of the Plan and a Participant’s Beneficiarydesignation form shall fully discharge the Employer from all further obligationswith respect to such payment. ARTICLE VI — SOURCE OF BENEFITS Section 6.01. Source of Benefits. Amounts payable hereunder shall be paidexclusively from the general assets of the Employer. The Employer’s obligationunder this Plan shall constitute a mere promise to pay benefits in the future,and no person entitled to payment hereunder shall have any claim, right,security interest, or other interest in any fund, trust, account, insurancecontract, or other asset of Employer. The Employer is not obligated to invest inany specific assets or fund, but it may invest in any asset or assets it deemsadvisable in order to provide a means for the payment of any liabilities underthis Plan and may contribute amounts to a trust conforming to the requirementsof Revenue Procedure 92-64, as amended. With respect to cash benefits (if any),each Participant shall be an unsecured general creditor of the Employer andshall have no interest whatsoever in any such assets or fund. The Employer’sliability for the payment of benefits hereunder shall be evidenced only by thisPlan. Section 6.02. Multiple Employers. In the event a Participant is or has beenemployed by two or more Employers and is entitled to a benefit from more thanone Employer under this Plan, the liability for the payment of suchParticipant’s benefits under this Plan shall be apportioned among the Employersbased upon a determination made by the Committee in its Sole Discretion. AParticipant may only secure payment of benefits from the Employer to whom theCommittee has apportioned liability for the benefits. -5- ARTICLE VII — ADMINISTRATION Section 7.01. Committee. The Committee shall have full power to administerthis Plan in all of its details, which powers shall include, but are not limitedto, the authority, in addition to all other powers provided by this Plan, to: A. Determine in its Sole Discretion the eligibility of any individual to participate in the Plan; B. Make discretionary interpretations regarding the terms of the Plan and make factual findings with respect to any issue arising under the Plan, including, but not limited to, the power to determine whether an individual is eligible to participate in the Plan or receive benefits under the Plan and whether an individual has incurred a Separation from Service, with its interpretation to be final and conclusive; C. Compute the amounts payable for any Participant or other person in accordance with the provisions of the Plan, determine the manner and time for making such payments in accordance with the provisions of the Plan, and determine and authorize the person or persons to whom such payments will be paid; D. Receive and review claims for benefits and render decisions respecting such claims under the Plan; E. Make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Plan; F. Appoint such agents, specialists, legal counsel, accountants, consultants, or other persons as the Committee deems advisable to assist in administering the Plan; and G. Maintain all records of the Plan. Section 7.02. Reliance on Certificates, etc. The members of the Committee,the Board of Directors, and the officers and employees of the Company shall beentitled to rely on all certificates and reports made by any duly appointedaccountants and on all opinions given by any duly appointed legal counsel. Suchlegal counsel may be counsel for the Employer. ARTICLE VIII — AMENDMENT AND TERMINATION Section 8.01. Amendment. The Board of Directors reserves the right, atwill, at any time and from time to time, to modify, alter, or amend this Plan(including without limitation a retroactive modification, alteration, oramendment), in whole or in part, and any such -6-modification, alteration, or amendment shall be binding upon the Company, theCommittee, each Participant, any adopting Employer, and all other persons;provided, however, that no amendment shall, without the Participant’s (orpresent interest Beneficiary’s) written consent, reduce the amount of thebenefit that a Participant (or present interest Beneficiary) is then entitled toreceive (the same as if the Participant had incurred a Separation from Serviceas of such date), including, but not limited to, any interest in Shares theParticipant may have acquired under the Plan, subject to the terms andconditions of the Company’s certificate of incorporation and bylaws, theStockholders Agreement, and any other agreement entered into with respect tosuch Shares. Notwithstanding the foregoing, no consent shall be required and theBoard of Directors shall have the right to modify, alter, or amend this Plan(including a retroactive modification, alteration or amendment), at will and atany time, if it determines, in its Sole Discretion, that such amendment isnecessary to comply with applicable law, which shall include, but shall not belimited to, the right to retroactively apply any amendments necessary to complywith any provision of the Code or any judicial or administrative guidanceinterpreting such provision. Section 8.02. Termination. The Company will have no obligation whatsoeverto maintain this Plan for any given length of time and may, at will and at anytime, discontinue or terminate this Plan in whole or in part. In addition, anadopting Employer shall have the right to discontinue or terminate itsparticipation in this Plan as to its Employees. Upon a complete or partialtermination of the Plan, each affected Participant (and present interestBeneficiary) shall be entitled to receive benefits in accordance with Article V.Further, upon termination of the Plan, the rights of each Participant to acquirean interest in the Shares granted to such Participant under the Plan shallterminate. ARTICLE IX — RESTRICTIONS ON ALIENATION Section 9.01. Restrictions on Alienation. Until the actual receipt of anybenefit under this Plan by a Participant or Beneficiary, no right or benefitunder the Plan shall be subject in any manner to anticipation, alienation, sale,assignment, transfer, pledge, encumbrance, garnishment, execution, levy, orcharge of any kind, whether voluntary or involuntary, including assignment ortransfer to satisfy any liability for alimony or other payments for propertysettlement or support of a spouse or former spouse or other relative of aParticipant or Beneficiary, whether upon divorce, legal separation, orotherwise. Any attempt to anticipate, alienate, sell, assign, transfer, pledge,encumber, garnish, execute upon, levy upon, or charge any right or benefit underthe Plan shall be void. No right or benefit hereunder shall in any manner beliable for or subject to the debts, contracts, liabilities, engagements, ortorts of the person entitled to such benefit, and no right or benefit hereundershall be considered an asset of such person in the event of his or her divorce,insolvency, or bankruptcy. The rights of a Participant or a Beneficiaryhereunder shall not be subject in any manner to attachment or other legalprocess for the debts of the Participant or such Beneficiary. -7- ARTICLE X — MISCELLANEOUS Section 10.01. Effective Date. The Plan shall be effective from and afterthe date of its adoption and approval by the Board of Directors and thestockholders of the Company. Section 10.02. Payments Net of Withholding. Notwithstanding any otherprovision of the Plan, all transfers or payments shall be net of any amountsufficient to satisfy all federal, state, and local withholding taxrequirements, and shall also be net of all amounts owed by Participant to theEmployer. Section 10.03. Binding on Successors. This Plan shall be binding upon allParticipants, their respective heirs, and personal representatives, and upon theEmployer, its successors, and assigns. Section 10.04. Adoption by Other Employers. Any employer, corporation orother entity with employees now in existence or hereafter formed or acquired,which is not already an Employer under this Plan, and which is otherwise legallyeligible, may in the future, with the consent and approval of the Company, adoptthis Plan, and thereby, from and after the specified effective date, become anEmployer under this Plan. However, the sole and absolute right to amend the Planis reserved to the Company. It shall not be necessary for the adoptingcorporation or entity to sign or execute the original or the amended Plandocuments. The administrative powers and control of the Company as provided inthe Plan, including the sole right of amendment and of appointment and removalof the Committee, shall not be diminished by reason of the participation of anysuch adopting entity in this Plan. Section 10.05. Minors and Incompetents. If any person to whom a benefit ispayable under this Plan is legally incompetent, either by reason of age or byreason of mental or physical disability, the Committee is authorized to causethe payments becoming due to such person to be made to another for his or herbenefit without responsibility of the Company, the Employer, the Committee orthe Board of Directors to see to the application of such payments. Payments madepursuant to this authority shall constitute a complete discharge of allobligations hereunder. Section 10.06. Erroneous Payments. If any person receives any amount ofbenefits that the Committee in its Sole Discretion later determines that suchperson was not entitled to receive under the terms of the Plan, such personshall be required to immediately make reimbursement to the Employer. Inaddition, the Committee shall have the right to offset any future claims forbenefits under the Plan against amounts that person was not otherwise entitledto receive. Section 10.07. Headings. The headings used in this Plan are inserted forreference purposes only and shall not be deemed to limit or affect in any waythe meaning or interpretation of any of the terms or provisions herein. -8- Section 10.08. Notices. Any notices or communications permitted or requiredto be given herein by any Participant, the Company, the Committee, the Employer,or any other person shall be deemed given either (i) when delivered, or (ii)three days after being placed in the United States mail in an envelope addressedto the last communicated address of the person to whom the notice is beinggiven, with adequate postage thereon prepaid. Section 10.09. Severability. If any provision of this Plan shall be heldinvalid or unenforceable, such invalidity or unenforceability shall not affectany other provisions thereof, and the Plan shall be construed and enforced as ifsuch provisions had not been included. Section 10.10. No Contract of Employment. Nothing contained herein shall beconstrued to constitute a contract of employment between any employee and anyemployer. Nothing herein contained shall be deemed to give any employee theright to be retained in the employ of an employer or to interfere with the rightof the employer to discharge any employee at any time without regard to theeffect such discharge might have on the employee as a Participant under thisPlan. Section 10.11. Certain Limitations. In the event the Employer is subject tolegal limitations on the payment of benefits, then benefit payments hereundershall be reduced or eliminated, as the case may be, to comply with such legallimitations. Section 10.12. State Law. This Plan and all agreements entered into underthe Plan shall be governed, construed, administered, and regulated in allrespects under the laws of the State of Delaware, without regard to theprinciples of conflicts of law, to the extent such laws are not preempted by thelaws of the United States of America. Any action concerning the Plan or anyagreement entered into under the Plan shall be maintained exclusively in thestate or federal courts in Delaware. Section 10.13. Government and Other Regulations. The obligation of theCompany to grant or sell and deliver Shares under the Plan shall be subject toall applicable laws, rules, and regulations and such approvals by anygovernmental agencies as may be required, including, but not limited to, theeffectiveness of a registration statement under the Securities Act of 1933, asamended, as deemed necessary or appropriate by legal counsel for the Company. -9- Section 10.14. Nonexclusivity of the Plan. The adoption of the Plan by theBoard of Directors shall not be construed as creating any limitations on thepower of the Board of Directors to adopt such other incentive arrangements as itmay deem desirable. IN WITNESS WHEREOF, the Company has caused this Plan to be executed by aduly authorized officer as of the date first set forth above. MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC. By: /s/ Nigel Wright ———————————— Its: Vice President ———————————– -10-