AMENDMENT NUMBER ONE
TO THE B.F.GOODRICH COMPANY
EMPLOYEE STOCK PURCHASE PLAN
Pursuant to the powers of amendment reserved in Section 14 of The
B.F.Goodrich Company Employee Stock Purchase Plan (the "Plan"), Goodrich
Corporation, formerly known as The B.F.Goodrich Company (the "Company") hereby
amends the Plan as follows:
1. The name of the Plan shall be amended, and the Plan henceforth
shall be called Goodrich Corporation Employee Stock Purchase
Plan. In addition, the definition of the term "Company," as used
in the Plan, henceforth shall refer to Goodrich Corporation.
2. Section 1(k) of the Plan hereby is amended by deleting the same
in its entirety and by substituting the following therefor:
"'Holding Period' shall mean the time period in which a
Participant shall not be permitted to dispose of Shares
acquired upon the exercise of a Stock Purchase Right as set
forth in Section 16 of the Plan."
3. Section 6(b) of the Plan hereby is amended by deleting the same
in its entirety and by substituting the following therefor:
"The Purchase Price for each Share subject to a Stock Purchase
Right issued under the Plan shall be the lesser of: (i)
eighty-five (85%) percent of the Fair Market Value of a Share
as of the Grant Date applicable to the Participant or (ii)
eighty-five percent (85%) of the Fair Market Value of a Share
as of the last day of the Offering Period; provided, that the
Purchase Price may be adjusted by the Board pursuant to
Section 14."
4. Section 6(c) of the Plan hereby is amended by deleting the last
sentence thereof in its entirety and by substituting the
following therefor:
"Fractional Shares will not be issued under the Plan and any
balance remaining in the Participant's Payroll Deduction
Account after the maximum number of whole Shares has been
purchased with respect to an Offering Period shall be refunded
to the Participant in cash without interest."
5. Section 7 of the Plan hereby is amended by deleting the same in
its entirety and by substituting the following therefor:
"A Participant may, at any time and for any reason, cancel his
or her payroll deduction authorization. In such event, the
Participant may elect either to have the entire balance in the
Participant's Payroll Deduction Account applied to the
purchase of whole Shares as of the Exercise Date with respect
to the Offering Period in which such cancellation occurs in
accordance with the provisions of
Section 6(b), with any remaining amount refunded in cash to
the employee (without any interest accrued thereon), or to
have the entire balance in the Participant's Payroll Deduction
Account to date refunded to the Participant in cash without
interest. Any cancellation must be in writing and must be
received by the payroll department of the Company or of a
Designated Subsidiary, as applicable, at least five (5)
Business Days prior to the Exercise Date. Upon cancellation,
the Participant shall cease to participate in the Plan for the
duration of the Offering Period in which such cancellation
occurs. A Participant may not withdraw all or less than all of
the amounts credited to his or her Payroll Deduction Account
except upon cancellation of his or her payroll deduction
authorization, in which event the entire balance credited to
the Payroll Deduction Account shall be applied as set forth
herein."
6. Section 10 of the Plan hereby is amended by deleting the same in
its entirety and by substituting the following therefor:
"In the event of a Participant's resignation or termination of
employment with the Company and the Designated Subsidiaries
for any reason whatsoever including by resignation, or by
reason of disability, retirement or death (other than a
transfer of employment between the Company and the Designated
Subsidiaries), any outstanding Stock Purchase Rights
previously granted to such Participant shall be canceled and
all amounts allocated in his or her Payroll Deduction Account,
if any, may be, at the election of the Participant or his or
her Beneficiary, applied to the purchase of whole Shares as of
the Exercise Date with respect to the Offering Period in which
such resignation or termination of employment occurs in
accordance with the provisions of Section 6(b), with any
remaining amount refunded in cash to the Participant or his or
her Beneficiary (without any interest accrued thereon), or
refunded to the Participant or his or her Beneficiary in cash
without interest."
7. The Plan hereby is amended by adding a new Section 16 thereto:
"No Participant shall be permitted to assign, sell, encumber,
transfer or otherwise dispose of any Shares acquired by the
Participant upon the exercise of a Stock Purchase Right during
the Holding Period relating to the exercise of such Stock
Purchase Right. For the purpose of this Section 16, any
purchase of Shares under Section 7 shall be treated as an
exercise of the Stock Purchase Right related to such purchase.
The Holding Period related to a Stock Purchase Right shall
begin on the Exercise Date related to that Stock Purchase
Right and shall end on the earlier of (a) the last day of the
time period designated by the Stock Plan Committee in its sole
discretion, or (b) the effective date on the Participant's
termination of employment with the Company or one of its
Designated Subsidiaries for whatever reason, including death.
The Stock Plan Committee may elect not to establish a Holding
Period with respect to any Offering Period."
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The remaining sections of the Plan shall be renumbered
appropriately to reflect the addition of this new Section 16,
and all internal references in the Plan also shall be adjusted
appropriately.
8. This Amendment Number One shall be effective as of October 1,
2001.
GOODRICH CORPORATION
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Employee Stock Purchase Plan - BFGoodrich Co.
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