{"id":38969,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-bfgoodrich-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-bfgoodrich-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-bfgoodrich-co.html","title":{"rendered":"Employment Agreement &#8211; BFGoodrich Co."},"content":{"rendered":"<pre>\n                                  June 1, 1998\n\nDear               :\n\n         The BFGoodrich Company (the 'Company') considers the establishment and\nmaintenance of a sound and vital senior management to be essential to protecting\nand enhancing the best interests of the Company and its shareholders. In this\nconnection, the Company recognizes that, as is the case with many publicly-held\ncorporations, the possibility of a change in control may exist and that such\npossibility, and the uncertainty and questions which it may raise among\nmanagement, may result in the distraction and even the departure of senior\nmanagement personnel to the detriment of the Company and its shareholders.\nAccordingly, the Company's Board of Directors has determined that appropriate\nsteps should be taken to reinforce and encourage the continued attention and\ndedication of members of the Company's senior management, including yourself, to\ntheir assigned duties without distraction in the face of potentially disturbing\ncircumstances arising from the possibility of a change in control of the\nCompany.\n\n         In order to induce you to remain in the employ of the Company, and to\ncontinue your employment notwithstanding the occurrence or threat of occurrence\nof a transaction that results in a change in control of the Company, this letter\nagreement ('Agreement') sets forth the employment arrangement and benefits which\nthe Company agrees will be provided to you in the event a Change in Control (as\nhereinafter defined in Paragraph 3) should occur during the term of this\nAgreement and in the event that your employment is thereafter terminated under\nsuch circumstances as are expressly provided in Paragraph 5 hereof.\n\n         In making provision for the payment of these benefits, it is not the\nCompany's intention to alter in any way the compensation and benefits that would\nbe paid to you in the absence of a Change in Control.\n\n         1. TERM. This Agreement shall commence on the date hereof and shall\ncontinue through December 31 of this year, provided, however, that commencing on\nJanuary 1 of the following year and each January 1st thereafter, the term of\nthis Agreement shall automatically be extended for one additional year, unless\nat least 90 days prior to such January 1st date, the Company shall have given\nnotice that it does not wish to extend this Agreement. Upon the occurrence of a\nChange in Control during the term of this Agreement, including any extensions\nthereof, this Agreement shall automatically be extended until the end of your\nPeriod of Employment (as hereinafter defined in Paragraph 2), and may not be\nterminated by the Company during such time.\n\n         2. PERIOD OF EMPLOYMENT. Your 'Period of Employment' shall commence on\nthe date on which a Change in Control occurs and shall end on the later to occur\nof (i) the date which is \n\n\n\n\n\n                                     - 1 -\n\n\n24 months after the date on which such Change in Control occurs, or (ii) the\ndate which is 24 months after the first date on which a majority of the Board of\nDirectors (the 'Board') of the Company consists of persons who were not members\nof the Board on the date immediately preceding the date on which a Change in\nControl occurs. Notwithstanding the foregoing, however, your Period of\nEmployment shall not extend beyond either any Mandatory Retirement Date (as\nhereinafter defined in Paragraph 3) applicable to you or the date which is 48\nmonths after the date on which a Change in Control occurs.\n\n         3. CERTAIN DEFINITIONS. For purposes of this Agreement:\n\n         (a) A 'Change in Control' shall mean\n\n                           (i) The acquisition by any individual, entity or\n                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of\n                  the Securities Exchange Act of 1934, as amended (the 'Exchange\n                  Act')), of beneficial ownership (within the meaning of Rule\n                  13d-3 promulgated under the Exchange Act) of 20% or more of\n                  either (A) the then outstanding shares of common stock of the\n                  Company (the 'Outstanding Company Common Stock') or (B) the\n                  combined voting power of the then outstanding voting\n                  securities of the Company entitled to vote generally in the\n                  election of directors (the 'Outstanding Company Voting\n                  Securities'); provided, however, that the following\n                  acquisitions shall not constitute a Change of Control: (A) any\n                  acquisition directly from the Company (other than by exercise\n                  of a conversion privilege), (B) any acquisition by the Company\n                  or any of its subsidiaries, (C) any acquisition by any\n                  employee benefit plan (or related trust) sponsored or\n                  maintained by the Company or any of its subsidiaries or (D)\n                  any acquisition by any corporation with respect to which,\n                  following such acquisition, more than 70% of, respectively,\n                  the then outstanding shares of common stock of such\n                  corporation and the combined voting power of the then\n                  outstanding voting securities of such corporation entitled to\n                  vote generally in the election of directors is then\n                  beneficially owned, directly or indirectly, by all or\n                  substantially all of the individuals and entities who were the\n                  beneficial owners, respectively, of the Outstanding Company\n                  Common Stock and Company Voting Securities immediately prior\n                  to such acquisition in substantially the same proportions as\n                  their ownership, immediately prior to such acquisition, of the\n                  Outstanding Company Common Stock and Outstanding Company\n                  Voting Securities, as the case may be; or\n\n                           (ii) During any period of two consecutive years,\n                  individuals who, as of the beginning of such period,\n                  constitute the Board (the 'Incumbent Board') cease for any\n                  reason to constitute at least a majority of the Board;\n                  provided, however, that any individual becoming a director\n                  subsequent to the beginning of such period whose election, or\n                  nomination for election by the Company's shareholders, was\n                  approved by a vote of at least a majority of the directors\n                  then comprising the Incumbent Board shall be considered as\n                  though such individual were a member of the Incumbent Board,\n                  but excluding, for this purpose, any such individual whose\n                  initial assumption of office occurs as a result of either an\n                  actual or threatened election contest (as such terms are used\n                  in Rule 14a-11 of Regulation 14A promulgated under the\n                  Exchange Act); or\n\n\n\n\n\n\n                                     - 2 -\n\n\n                           (iii) Approval by the shareholders of the Company of\n                  a reorganization, merger or consolidation, in each case, with\n                  respect to which all or substantially all of the individuals\n                  and entities who were the beneficial owners, respectively, of\n                  the Outstanding Company Common Stock and Outstanding Company\n                  Voting Securities immediately prior to such reorganization,\n                  merger or consolidation, do not, following such\n                  reorganization, merger or consolidation, beneficially own,\n                  directly or indirectly, more than 70% of, respectively, the\n                  then outstanding shares of common stock and the combined\n                  voting power of the then outstanding voting securities\n                  entitled to vote generally in the election of directors, as\n                  the case may be, of the corporation resulting from such\n                  reorganization, merger or consolidation in substantially the\n                  same proportions as their ownership, immediately prior to such\n                  reorganization, merger or consolidation of the Outstanding\n                  Company Common Stock and Outstanding Company Voting\n                  Securities, as the case may be; or\n\n                           (iv) Approval by the shareholders of the Company of\n                  (A) a complete liquidation or dissolution of the Company or\n                  (B) a sale or other disposition of all or substantially all of\n                  the assets of the Company, other than to a corporation, with\n                  respect to which following such sale or other disposition,\n                  more than 70% of, respectively, the then outstanding shares of\n                  common stock of such corporation and the combined voting power\n                  of the then outstanding voting securities of such corporation\n                  entitled to vote generally in the election of directors is\n                  then beneficially owned, directly or indirectly, by all or\n                  substantially all of the individuals and entities who were the\n                  beneficial owners, respectively, of the Outstanding Company\n                  Common Stock and Outstanding Company Voting Securities\n                  immediately prior to such sale or other disposition in\n                  substantially the same proportion as their ownership,\n                  immediately prior to such sale or other disposition, of the\n                  Outstanding Company Common Stock and Outstanding Company\n                  Voting Securities, as the case may be.\n\n         (b) The term 'Mandatory Retirement Date' shall mean the compulsory\nretirement date, if any, established by the Company for those executives of the\nCompany who, by reason of their positions and the size of their nonforfeitable\nannual retirement benefits under the Company's pension, profit-sharing, and\ndeferred compensation plans, are exempt from the provisions of the Age\nDiscrimination in Employment Act, 29 U.S.C. Sections 621, et seq, which date\nshall not in any event be earlier for any executive than the last day of the\nmonth in which such executive reaches age 65.\n\n         4. COMPENSATION DURING PERIOD OF EMPLOYMENT. For so long during your\nPeriod of Employment as you are an employee of the Company, the Company shall be\nobligated to compensate you as follows:\n\n         (a) You shall continue to receive your full base salary at the rate in\neffect immediately prior to the Change in Control. Your base salary shall be\nincreased annually, with each such increase due on the anniversary date of your\nmost recent previous increase. Each such increase shall be no less than an\namount which at least equals on a percentage basis the mean of the annualized\npercentage increases in base salary for all elected officers of the Company\nduring the two full calendar years immediately preceding the Change in Control.\n\n\n\n\n\n\n\n                                     - 3 -\n\n\n         (b) You shall continue to participate in all benefit and compensation\nplans (including but not limited to the Stock Option Plan, Long-Term Incentive\nPlan, Management Incentive Program, Non-Qualified Benefit Security Plan,\nExecutive Life Insurance Program, Savings Benefit Restoration Plan, Performance\nShare Deferred Compensation Plan, pension plan, savings plan, flexible benefits\nplan, life insurance plan, health and accident plan or disability plan) in which\nyou were participating immediately prior to the Change in Control, or in plans\nproviding substantially similar benefits, in either case upon terms and\nconditions and at levels at least as favorable as those provided to you under\nthe plans in which you were participating immediately prior to the Change in\nControl;\n\n         (c) You shall continue to receive all fringe benefits, perquisites, and\nsimilar arrangements which you were entitled to receive immediately prior to the\nChange in Control; and\n\n         (d) You shall continue to receive annually the number of paid vacation\ndays and holidays which you were entitled to receive immediately prior to the\nChange in Control.\n\n         5. COMPENSATION UPON TERMINATION OF EMPLOYMENT. If, during the Period\nof Employment, the Company shall terminate your employment for any reason (other\nthan for a reason and as expressly provided in Paragraph 6 hereof), or if you\nshall terminate your employment for 'Good Reason' (as hereinafter defined in\nsubparagraph 5(f)), or without any reason during the 'Window Period' (as\nhereinafter defined in subparagraph 5(g)) then the Company shall be obligated to\ncompensate you as follows:\n\n         (a) The Company shall pay to you in a lump sum, by not later than the\nfifth day following the Date of Termination (as hereinafter defined in Paragraph\n8), an amount equal to one-twelfth of your annualized base salary in effect\nimmediately prior to the Date of Termination, multiplied by the number of\nmonths, including fractional months, in the Payment Period which shall be the\nshorter of (A) three (3) years, commencing on the Date of Termination, or (B)\nthe period from the Date of Termination to your Mandatory Retirement Date, if\nany;\n\n         (b) By not later than the fifth day following the Date of Termination,\nthe Company shall pay you in a lump sum an amount equal to the product of (x)\nthe number of months, including fractional months, in the Payment Period and (y)\nthe sum of\n\n                  (i) under the Company's Management Incentive Program the\n         greatest of one-twelfth of: (A) the amount most recently paid to you\n         for a full calendar year; (B) your 'target incentive amount' for the\n         calendar year in which your Date of Termination occurs; or (C) your\n         'target incentive amount' in effect prior to the Change in Control for\n         the calendar year in which the Change in Control occurs; plus, if\n         applicable,\n\n                  (ii) under the Company's Long-Term Incentive Plan the greatest\n         of (A) one-thirty-sixth of the 'calculated market value' of the sum of\n         (1) the Restricted Shares awarded to you, (2) the Performance Shares as\n         to which restrictions were removed, if any, and (3) the awarding of\n         Additional Shares, if any, (including the value of any Performance\n         Shares you may have elected to defer under the Performance Share\n         Deferred Compensation Plan) under the Long-Term Incentive Plan for the\n         Plan Cycle 1995-1997 (if you were a participant in such \n\n\n\n\n\n\n                                     - 4 -\n\n\n         Plan Cycle); (B) with respect to the most recently completed Plan Cycle\n         commencing with the 1998-2000 Plan Cycle (if completed), one-twelfth of\n         the 'calculated market value' of the Performance Shares actually\n         awarded to you (including the value of any Performance Shares you may\n         have elected to defer under the Performance Share Deferred Compensation\n         Plan); (C) with respect to the most recently commenced Plan Cycle under\n         the Long-Term Incentive Plan (if you are a participant in such Plan\n         Cycle) prior to your Date of Termination, the sum of one-twelfth of the\n         'calculated market value' of the phantom Performance Shares, if any,\n         awarded to you; or (D) with respect to the most recently commenced Plan\n         Cycle prior to the date of the occurrence of the Change in Control, the\n         sum of one-twelfth of the 'calculated market value' of the phantom\n         Performance Shares, if any, awarded to you.\n\n         Your 'target incentive amount' under the Management Incentive Program\nis determined by multiplying your salary range midpoint by the incentive target\npercentage which is applicable to your incentive category under such Program.\nThe 'calculated market value' of Restricted Shares, Performance Shares,\nAdditional Shares, shares deferred under the Performance Share Deferred\nCompensation Plan or phantom Performance Shares under the Long-Term Incentive\nPlan shall be the mean of the high and low prices of the Company's common stock\non the relevant date as reported on the New York Stock Exchange Composites\nTransactions listing (or similar report), or, if no sale was made on such date,\nthen on the next preceding day on which a sale was made multiplied by the number\nof shares involved in the calculation. The relevant date for clauses\n5(b)(ii)(A)(1), 5(b)(ii)(C) and 5(b)(ii)(D) is the date upon which the\nCompensation Committee ('Committee') of the Board of Directors awarded the\nshares of stock in question; for clauses 5(b)(ii)(A)(2) and 5(b)(ii)(A)(3) is\nthe date on which the Committee made a determination of attainment of financial\nobjectives and removed restrictions on Performance Shares and, if applicable,\nawarded Additional Shares and for clause 5(b)(ii)(B) is the date on which the\nCommittee made a determination of attainment of financial objectives and awarded\nPerformance Shares (including any Performance Shares you may have elected to\ndefer under the Performance Share Deferred Compensation Plan);\n\n         (c) If you are under age 55, or over the age of 55 but not eligible to\nretire, at the Date of Termination, the Company shall maintain in full force and\neffect, for your continued benefit, for the Payment Period, all health and\nwelfare benefit plans and programs or arrangements in which you were entitled to\nparticipate immediately prior to the Date of Termination, as long as your\ncontinued participation is possible under the general terms and provisions of\nsuch plans and programs. In the event that your participation in any such plan\nor program is barred, the Company shall provide you with benefits substantially\nsimilar to those to which you would have been entitled to receive under such\nplans and programs, had you continued to participate in them as an executive of\nthe Company plus an amount in cash equal to the amount necessary to cause the\namount of the aggregate after-tax compensation and employee benefits you receive\npursuant to this provision to be equal to the aggregate after-tax value of the\nbenefits which you would have received if you continued to receive such benefits\nas an employee. If you are age 55 or over and eligible to retire on the Date of\nTermination, the Company shall provide you with those health and welfare\nbenefits to which you would be entitled under the Company's general retirement\npolicies if you retired on the Termination Date with the Company paying that\npercentage of the premium cost of the plans which it would have paid under the\nterms of the plans in effect immediately prior to the Change of Control with\nrespect to individuals who retire at age 65, regardless of your actual age on\nthe Termination Date, provided \n\n\n\n\n\n                                     - 5 -\n\n\nsuch benefits would be at least equal to those which would have been payable if\nyou had been eligible to retire and had retired immediately prior to the Change\nin Control;\n\n         (d) The Company shall, for the Payment Period, continue and you shall\nbe entitled to receive each and every fringe benefit program, perquisite, and\nsimilar arrangement which you were entitled to receive or in which you were\nentitled to participate immediately prior to the Date of Termination; and\n\n         (e) The Company shall, in addition to the benefits to which you are\nentitled under the retirement plans or programs in which you participate, pay\nyou in a lump sum in cash at your normal retirement date (or earlier retirement\ndate should you so elect), as defined in the retirement plans or programs in\nwhich you participate, an amount equal to\n\n         the actuarial equivalent of the retirement pension to which you would\n         have been entitled under the terms of such retirement plans or programs\n         had you accumulated additional years of continuous service under such\n         plans equal in length to your Payment Period. The length of the Payment\n         Period will be added to total years of continuous service for\n         determining vesting, the amount of benefit accrual, to the age which\n         you will be considered to be for the purposes of determining\n         eligibility for normal or early retirement calculations and the age\n         used for determining the amount of any actuarial reduction. For the\n         purposes of calculating benefit accrual, the amount of compensation you\n         will be deemed to have received during each month of your Payment\n         Period shall be equal to the sum of your annual base salary prorated on\n         a monthly basis as provided for under subparagraph 4(a) immediately\n         prior to the Date of Termination (including salary increases), plus\n         under the Company's Management Incentive Program the greatest of\n         one-twelfth of:\n\n                           (i) the amount most recently paid to you for a full\n                  calendar year,\n\n                           (ii) your 'target incentive amount' for the calendar\n                  year in which your Date of Termination occurs, or\n\n                           (iii) your 'target incentive amount' in effect prior\n                  to the Change in Control for the calendar year in which the\n                  Change in Control occurs\n\n         reduced by the actuarial equivalent of any amounts to which you are\n         actually entitled pursuant to the provisions of said retirement plans\n         and programs.\n\nFor purposes of illustration, but not intending to be exhaustive, the following\nare examples of how inclusion of the Payment Period may affect the calculation\nof your retirement benefit.\n\n                  A. If as of your Date of Termination your actual years of\n         service plus the length of your Payment Period is at least 10, then\n\n                           1) If as of your Date of Termination your age plus\n                  the length of your Payment Period is at least 65, your\n                  retirement benefit under subparagraph 5(e) will be calculated\n                  as a 'normal retirement' benefit to which you would have been\n                  entitled \n\n\n\n\n\n\n                                     - 6 -\n\n\n                  under the terms of the retirement plan in which you\n                  participate had you accumulated continuous service equal to\n                  such sum; and\n\n                           2) If as of your Date of Termination your age plus\n                  the length of your Payment Period is at least 55 but less than\n                  65, your retirement benefit under subparagraph 5(e) will be\n                  calculated as an 'early retirement' benefit to which you would\n                  have been entitled under the terms of the retirement plan in\n                  which you participate had you accumulated continuous service\n                  equal to such sum. The actuarial reduction used shall be the\n                  actuarial reduction factor for early retirement, calculated to\n                  your actual age plus the length of your Payment Period at your\n                  Date of Termination.\n\n                  Furthermore, if you were on the active rolls of the Company as\n         of December 31, 1989 and if the sum of your actual years of service\n         plus the length of your Payment Period is at least 10 but less than 24,\n         then for purposes of subparagraph 5(e) you will also receive an\n         Additional Credit for up to 4 years. The Additional Credit you will\n         receive will depend upon the sum of the years of your actual service\n         plus the length of your Payment Period and will be equal to the lesser\n         of:\n\n                           (x)  4 years of Additional Credit; or\n\n                           (y) The amount of Additional Credit needed such that,\n                  when added to the sum of your actual years of service plus the\n                  length of your Payment Period, it will create a total of\n                  exactly 24.\n\n         No Additional Credit will be applied if the sum of your actual years of\n         service plus the length of your Payment Period is 24 or greater. You\n         will not receive any Additional Credit if you commenced employment with\n         the Company on or after January 1, 1990.\n\n                  B. If as of your Date of Termination the sum of your actual\n         years of service plus the length of your Payment Period is less than\n         10, or your age plus the length of your Payment Period is less than 55,\n         your retirement benefit under subparagraph 5(e) will be calculated as a\n         'deferred vested pension' to which you would have been entitled under\n         the terms of the retirement plan in which you participate had you\n         accumulated continuous service equal to such sum. The actuarial\n         reduction used shall be the actuarial reduction factor for a deferred\n         vested pension, calculated to your actual age at your Date of\n         Termination plus the length of your Payment Period.\n\nFor purposes of this subparagraph 5(e), 'actuarial equivalent' shall be\ndetermined using the same methods and assumptions as those utilized under the\nCompany's retirement plans and programs immediately prior to the Change in\nControl.\n\n         (f) For purposes of this Agreement, 'Good Reason' shall mean:\n\n                  (i) except as a result of the termination of your employment\n         pursuant to Paragraph 6 hereof and without your express written\n         consent, (A) the assignment to you of any new \n\n\n\n\n\n                                     - 7 -\n\n\n         duties or responsibilities inconsistent with your positions, duties,\n         responsibilities, and reporting relationships and status within the\n         Company immediately prior to a Change in Control, (B) a change in your\n         duties, responsibilities, reporting relationships, titles or offices as\n         in effect immediately prior to a Change in Control, except that a\n         reduction in your duties or responsibilities which occurs solely\n         because the Company is no longer an independent publicly-held entity\n         shall not be deemed to be a reduction in your duties, or (C) any\n         removal of you from or any failure to re-elect you to any of such\n         positions;\n\n                  (ii) the failure of the Company to comply with any of its\n         obligations under Paragraph 4 herein;\n\n                  (iii) the relocation of the offices of the Company at which\n         you were employed immediately prior to the Change in Control to a\n         location which is more than twenty (20) miles from such prior location,\n         any increase in your obligation to travel on the Company's business\n         over your present business travel obligations, or the failure of the\n         Company to (A) pay or reimburse you, in accordance with the Company's\n         presently existing relocation policy for its employees, for all\n         reasonable costs and expenses, plus 'gross-ups' referred to in such\n         policy incurred by you relating to a change of your principal residence\n         in connection with any relocation of the Company's offices to which you\n         consent, and (B) indemnify you against any loss (defined as the\n         difference between the actual sale price of such residence and the\n         higher of (1) your aggregate investment in such residence or (2) the\n         fair market value of such residence as determined by the relocation\n         management organization used by the Company immediately prior to the\n         Change in Control (or other real estate appraiser designated by you and\n         reasonably satisfactory to the Company)) realized in the sale of your\n         principal residence in connection with any such change of residence;\n\n                  (iv) the failure of the Company to obtain the assumption of\n         and the agreement to perform this Agreement by any successor as\n         contemplated in Paragraph 11 hereof; or\n\n                  (v) any purported termination of your employment which is not\n         effected pursuant to a Notice of Termination satisfying the\n         requirements of Paragraph 7 hereof.\n\n         (g) For purposes of this Agreement, the 'Window Period' shall mean the\nthirty (30) day period immediately following the first anniversary of the date\non which the Change in Control occurs.\n\n         6. TERMINATION FOR CAUSE. If your employment is terminated for any of\nthe following reasons and in accordance with the provisions of this Paragraph 6,\nyou shall not be entitled by virtue of this Agreement to any of the benefits\nprovided in the foregoing Paragraph 5:\n\n         (a) If, as a result of your incapacity due to physical or mental\nillness, you shall have been absent from your duties with the Company on a\nfull-time basis for 120 consecutive business days, and within thirty (30) days\nafter a written Notice of Termination (as hereinafter defined in Paragraph 7) is\ngiven, you shall not have returned to the full-time performance of your duties;\n\n         (b) If the Company shall have Cause. For the purposes of this\nAgreement, the Company shall have 'Cause' to terminate your employment hereunder\nupon (i) the willful and continued failure by \n\n\n\n\n\n                                     - 8 -\n\n\nyou to substantially perform your duties with the Company, which failure causes\nmaterial and demonstrable injury to the Company (other than any such failure\nresulting from your incapacity due to physical or mental illness), after a\ndemand for substantial performance is delivered to you by the Board which\nspecifically identifies the manner in which the Board believes that you have not\nsubstantially performed your duties, and after you have been given a period\n(hereinafter known as the 'Cure Period') of at least thirty (30) days to correct\nyour performance, or (ii) the willful engaging by you in other gross misconduct\nmaterially and demonstrably injurious to the Company. For purposes of this\nparagraph, no act, or failure to act, on your part shall be considered 'willful'\nunless conclusively demonstrated to have been done, or omitted to be done, by\nyou not in good faith and without reasonable belief that your action or omission\nwas in the best interests of the Company.\n\n         Notwithstanding the foregoing, you shall not be deemed to have been\nterminated for Cause unless and until there shall have been delivered to you a\nNotice of Termination which shall include a copy of a resolution duly adopted by\nthe affirmative vote of not less than three-quarters of the entire membership of\nthe Board at a meeting of the Board called and held for the purpose (after\nreasonable notice to you and an opportunity for you, together with your counsel,\nto be heard before the Board), finding that in the good faith opinion of the\nBoard you were guilty of conduct set forth above in clauses (i), including the\nexpiration of the Cure Period without the correction of your performance, or\n(ii) of the preceding subparagraph and specifying the particulars thereof in\ndetail.\n\n         (c) If you die while employed by the Company or if you retire from such\nemployment during your Period of Employment, then you shall not be entitled to\nany of the benefits provided by this Agreement and the benefits to which you or\nyour beneficiary shall be entitled shall be determined without regard to the\nprovisions hereof.\n\n         7. NOTICE OF TERMINATION. Any termination of your employment by the\nCompany or any termination by you either without any reason during the Window\nPeriod or for Good Reason shall be communicated by written notice to the other\nparty hereto. For purposes of this Agreement, such notice shall be referred to\nas a 'Notice of Termination.' Such notice shall, to the extent applicable, set\nforth the specific reason for termination, and shall set forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nyour employment under the provision so indicated.\n\n         8. DATE OF TERMINATION. 'Date of Termination' shall mean:\n\n         (a) If you terminate your employment for Good Reason, the date\nspecified in the Notice of Termination, but in no event more than sixty (60)\ndays after Notice of Termination is given.\n\n         (b) If you terminate your employment without any reason during the\nWindow Period, unless otherwise specified in the Notice of Termination, as of\nthe first day during the Window Period.\n\n         (c) If your employment is terminated for Cause under subparagraph 6(b),\nthe date on which a Notice of Termination is given, except that the Date of\nTermination shall not be any date prior to the date on which the Cure Period\nexpires without the correction of your performance.\n\n\n\n\n\n\n                                     - 9 -\n\n\n         (d) If your employment pursuant to this Agreement is terminated\nfollowing absence due to physical incapacity, under subparagraph 6(a), then the\nDate of Termination shall be thirty (30) days after Notice of Termination is\ngiven (provided that you shall not have returned to the performance of your\nduties on a full-time basis during such thirty (30) day period).\n\n         A termination of employment by either the Company or by you shall not\naffect any rights you or your surviving spouse may have pursuant to any other\nagreement or plan of the Company providing benefits to you, except as provided\nin such agreement or plan.\n\n         9. CERTAIN ADDITIONAL PAYMENTS. (a) Anything in this Agreement to the\ncontrary notwithstanding, in the event it shall be determined that any payment\nor distribution by the Company to you or for your benefit (whether paid or\npayable or distributed or distributable pursuant to the terms of this Agreement\nor otherwise, but determined without regard to any additional payments required\nunder this paragraph 9) (a 'Payment') would be subject to the excise tax imposed\nby Section 4999 (or any successor provisions) of the Internal Revenue Code of\n1986, as amended (the 'Code'), or any interest or penalties are incurred by you\nwith respect to such excise tax (such excise tax, together with any such\ninterest and penalties, are hereinafter collectively referred to as the 'Excise\nTax'), then you shall be entitled to receive an additional payment (a 'Gross-Up\nPayment') in an amount such that after payment by you of all taxes (including\nany interest or penalties imposed with respect to such taxes), including,\nwithout limitation, any income taxes (and any interest and penalties imposed\nwith respect thereto) and Excise Tax imposed on the Gross-Up Payment, you retain\nan amount of the Gross-Up Payment equal to the Excise Tax imposed upon the\nPayments.\n\n         (b) Subject to the provisions of subparagraph 9(c), all determinations\nrequired to be made under this paragraph 9, including whether and when such a\nGross-Up Payment is required and the amount of such Gross-Up Payment and the\nassumptions to be utilized in arriving at such determination, shall be made by\nErnst &amp; Young (or their successors) (the 'Accounting Firm') which shall provide\ndetailed supporting calculations both to the Company and to you within fifteen\n(15) business days of the receipt of notice from you that there has been a\nPayment, or such earlier time as is requested by the Company. In the event that\nthe Accounting Firm is serving as accountant or auditor for the individual,\nentity or group effecting the Change in Control, you shall appoint another\nnationally recognized accounting firm to make the determinations required\nhereunder (which accounting firm shall then be referred to as the Accounting\nFirm hereunder). All fees and expenses of the Accounting Firm shall be borne\nsolely by the Company. Any Gross-Up Payment, as determined pursuant to this\nparagraph 9, shall be paid by the Company to you within five (5) days of the\nreceipt of the Accounting Firm's determination. If the Accounting Firm\ndetermines that no Excise Tax is payable by you, it shall furnish you with a\nwritten opinion that failure to report the Excise Tax on your applicable federal\nincome tax return would not result in the imposition of a negligence or similar\npenalty. Any determination by the Accounting Firm shall be binding upon the\nCompany and you. As a result of the uncertainty of the application of Section\n4999 of the Code at the time of the initial determination by the Accounting Firm\nhereunder, it is possible that Gross-Up Payments which will not have been made\nby the Company should have been made ('Underpayment'), consistent with the\ncalculations required to be made hereunder. In the event that the Company\nexhausts its remedies pursuant to Section 9(c) and you thereafter are required\nto make a payment of any Excise Tax, the Accounting Firm shall determine the\namount of the Underpayment that has \n\n\n\n\n\n                                     - 10 -\n\n\noccurred and any such Underpayment shall be promptly paid by the Company to you\nor for your benefit.\n\n         (c) You shall notify the Company in writing of any claim by the\nInternal Revenue Service that, if successful, would require the payment by the\nCompany of the Gross-Up payment. Such notification shall be given as soon as\npracticable but no later than ten (10) business days after you are informed in\nwriting of such claim and shall apprise the Company of the nature of such claim\nand the date on which such claim is requested to be paid. You shall not pay such\nclaim prior to the expiration of the thirty (30) day period following the date\non which it gives such notice to the Company (or such shorter period ending on\nthe date that any payment of taxes with respect to such claim is due). If the\nCompany notifies you in writing prior to the expiration of such period that it\ndesires to contest such claim, you shall:\n\n                  (i) give the Company any information reasonably requested by\n         the Company relating to such claim,\n\n                  (ii) take such action in connection with contesting such claim\n         as the Company shall reasonably request in writing from time to time,\n         including, without limitation, accepting legal representation with\n         respect to such claim by an attorney reasonably selected by the\n         Company,\n\n                  (iii) cooperate with the Company in good faith in order\n         effectively to contest such claim, and\n\n                  (iv) permit the Company to participate in any proceedings\n         relating to such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold you harmless, on an after-tax\nbasis, for any Excise Tax or income tax (including interest and penalties with\nrespect thereto) imposed as a result of such representation and payment of costs\nand expenses. Without limitation on the foregoing provisions of this\nsubparagraph 9(c), the Company shall control all proceedings taken in connection\nwith such contest and, at its sole option, may pursue or forgo any and all\nadministrative appeals, proceedings, hearings and conferences with the taxing\nauthority in respect of any such claim and may, at its sole option, either\ndirect you to pay the tax claimed and sue for a refund or contest the claim in\nany permissible manner, and you agree to prosecute such contest to a\ndetermination before any administrative tribunal, in a court of initial\njurisdiction and in one or more appellate courts, as the Company shall\ndetermine; provided, however, that if the Company directs you to pay such claim\nand sue for a refund, the Company shall advance the amount of such payment to\nyou, on an interest-free basis and shall indemnify and hold you harmless, on an\nafter-tax basis, from any Excise Tax or income tax (including interest or\npenalties with respect thereto) imposed with respect to such advance or with\nrespect to any imputed income with respect to such advance; and further provided\nthat any extension of the statute of limitations relating to payment of taxes\nfor your taxable year with respect to which such contested amount is claimed to\nbe due is limited solely to such contested amount. Furthermore, the Company's\ncontrol of the contest shall be limited to issues with respect to which a\nGross-Up Payment would be payable hereunder and you shall be entitled to settle\nor contest, as the case may be, any other issue raised by the Internal Revenue\nService or any other taxing authority.\n\n\n\n\n\n\n                                     - 11 -\n\n\n         (d) If, after the receipt by you of an amount advanced by the Company\npursuant to subparagraph 9(c), you become entitled to receive any refund with\nrespect to such claim, you shall (subject to the Company's complying with the\nrequirements of subparagraph 9(c)) promptly pay to the Company the amount of\nsuch refund (together with any interest paid or credited thereon after taxes\napplicable thereto). If, after the receipt by you of an amount advanced by the\nCompany pursuant to subparagraph 9(c), a determination is made that you shall\nnot be entitled to any refund with respect to such claim and the Company does\nnot notify you in writing of its intent to contest such denial of refund prior\nto the expiration of thirty (30) days after such determination, then such\nadvance shall be forgiven and shall not be required to be repaid and the amount\nof such advance shall offset, to the extent thereof, the amount of Gross-Up\nPayment required to be paid.\n\n         10. NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL\nRIGHTS. You shall not be required to refund the amount of any payment or\nemployee benefit provided for or otherwise mitigate damages under this Agreement\nby seeking other employment or otherwise, nor shall the amount of any payment or\nbenefit provided for under this Agreement be reduced by any compensation or the\nvalue of any benefits earned by you as the result of any employment by another\nemployer after the date of termination of your employment with the Company, or\notherwise.\n\n         The provisions of this Agreement, and any payment or benefit provided\nfor hereunder, shall not reduce any amount otherwise payable, or in any way\ndiminish your existing rights, or rights which would occur solely as a result of\nthe passage of time, under any other agreement, contract, plan or arrangement\nwith the Company.\n\n         11. SUCCESSORS AND BINDING AGREEMENT. (a) The Company shall require any\nsuccessor (whether direct or indirect, by purchase, merger, consolidation or\notherwise) to all or substantially all of the business or assets of the Company,\nby agreement in form and substance satisfactory to you, to assume and agree to\nperform this Agreement.\n\n         (b) This Agreement shall be binding upon the Company and any successor\nof or to the Company, including, without limitation, any person acquiring\ndirectly or indirectly all or substantially all of the assets of the Company\nwhether by merger, consolidation, sale or otherwise (and such successor shall\nthereafter be deemed 'the Company' for the purposes of this Agreement), but\nshall not otherwise be assignable by the Company.\n\n         (c) This Agreement shall inure to the benefit of and be enforceable by\nyou and your personal or legal representatives, executors, administrators,\nsuccessors, heirs, distributees, devisees and legatees. If you should die while\nany amounts would still be payable to you pursuant to Paragraph 5 hereunder if\nyou had continued to live, all such amounts, unless otherwise provided herein,\nshall be paid in accordance with the terms of this Agreement to your devisee,\nlegatee, or other designee or, if there be no such designee, to your estate.\n\n         12. NOTICES. For the purposes of this Agreement, notices and all other\ncommunications provided for in the Agreement shall be in writing and shall be\ndeemed to have been duly given when delivered or mailed by United States\nregistered mail, return receipt requested, postage prepaid, \n\n\n\n\n\n                                     - 12 -\n\n\naddressed to the respective addresses set forth on the first page of this\nAgreement, provided that all notices to the Company shall be directed to the\nattention of the Chief Executive Officer of the Company with a copy to the\nSecretary of the Company, or to such other address as either party may have\nfurnished to the other in writing in accordance herewith, except that notices of\nchange of address shall be effective only upon receipt.\n\n         13. GOVERNING LAW. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nOhio, without giving effect to the principles of conflict of laws of such State.\n\n         14. MISCELLANEOUS. No provisions of this Agreement may be modified,\nwaived or discharged unless such waiver, modification or discharge is agreed to\nin a writing signed by you and the Company. No waiver by either party hereto at\nany time of any breach by the other party hereto or compliance with, any\ncondition or provision of this Agreement to be performed by such other party\nshall be deemed a waiver of similar or dissimilar provisions or conditions at\nthe same or at any prior or subsequent time. No agreements or representations,\noral or otherwise, express or implied, with respect to the subject matter\nhereof, have been made by either party which are not set forth expressly in this\nAgreement.\n\n         15. VALIDITY. The invalidity or unenforceability of any provisions of\nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement which shall remain in full force and effect.\n\n         16. COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed to be an original, but all of which\ntogether will constitute one and the same agreement.\n\n         17. WITHHOLDING OF TAXES The Company may withhold from any amounts\npayable under this Agreement all federal, state, city or other taxes as shall be\nrequired pursuant to any law or government regulation or ruling.\n\n         18. NONASSIGNABILITY. This Agreement is personal in nature and neither\nof the parties hereto shall, without the consent of the other, assign or\ntransfer this Agreement or any rights or obligations hereunder, except as\nprovided in Section 11 above. Without limiting the foregoing, your right to\nreceive payments hereunder shall not be assignable or transferable, whether by\npledge, creation of a security interest or otherwise, other than by a transfer\nby your will or by the laws of descent and distribution and in the event of any\nattempted assignment or transfer contrary to this Section the Company shall have\nno liability to pay any amounts so attempted to be assigned or transferred.\n\n         19. LEGAL FEES AND EXPENSES. If a Change in Control shall have\noccurred, thereafter the Company shall pay and be solely responsible for any and\nall attorneys' and related fees and expenses incurred by you to successfully (in\nwhole or in part, and whether by modification of the Company's position,\nagreement, compromise, settlement, or administrative or judicial determination)\nenforce this Agreement or any provision hereof or as a result of the Company or\nany shareholder of the Company contesting the validity or enforceability of this\nAgreement or any provision hereof. To \n\n\n\n\n\n\n                                     - 13 -\n\n\nsecure the foregoing obligation, the Company shall, within 90 days after being\nrequested by you to do so, enter into a contract with an insurance company, open\na letter of credit or establish an escrow in a form satisfactory to you.\n\n         20. EMPLOYMENT RIGHTS. Nothing expressed or implied in this Agreement\nshall create any right or duty on your part or on the part of the Company to\nhave you remain in the employment of the Company prior to the commencement of\nthe Period of Employment; provided, however, that any termination of your\nemployment, for any reason other than those set forth in Paragraph 6, following\nthe commencement of any discussion with a third party, or the announcement by a\nthird party of the commencement of, or the intention to commence, a tender\noffer, or other intention to acquire all or a portion of the equity securities\nof the Company that ultimately results in a Change in Control shall (unless such\ntermination is conclusively demonstrated to have been wholly unrelated to any\nsuch activity relating to a Change in Control) be deemed to be a termination of\nyour employment after a Change in Control for purposes of this Agreement and\nboth the Period of Employment and the Payment Period shall be deemed to have\nbegun on the date of such termination.\n\n         21. RIGHT OF SETOFF. There shall be no right of setoff or counterclaim\nagainst, or delay in, any payment by the Company to you or your designated\nbeneficiary or beneficiaries provided for in this Agreement in respect of any\nclaim against you or any debt or obligation owed by you, whether arising\nhereunder or otherwise.\n\n         22. RIGHTS TO OTHER BENEFITS. The existence of this Agreement and your\nrights hereunder shall be in addition to, and not in lieu of, your rights under\nany other of the Company's compensation and benefit plans and programs, and\nunder any other contract or agreement between you and the Company.\n\n         23. SUPERSEDED AGREEMENT. The agreement between you and the Company\ndated June 1, 1992 relating to the same subject matter as this Agreement (the\n?Original Agreement?), is hereby amended and superseded in its entirety by this\nAgreement, and the Original Agreement shall be of no further force or effect as\nof the date of this Agreement.\n\n         If this letter correctly sets forth our agreement on the subject matter\nhereof, kindly sign and return to the Company the enclosed copy of this letter\nwhich will then constitute our agreement on this subject.\n\n                                          Sincerely,\n\n                                          THE BFGOODRICH COMPANY\n\nACCEPTED AND AGREED TO                    By direction of the Compensation\nAS OF THE DATE HEREOF.                    Committee on behalf of the\n                                          Board of Directors\n\n___________________________________       By ___________________________________\nEmployee Signature\n\n\n\n\n\n                                     - 14 -\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7661],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9544],"class_list":["post-38969","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goodrich-corp","corporate_contracts_industries-aerospace__space","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38969","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38969"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38969"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38969"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38969"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}