{"id":40101,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/management-continuity-agreement-bfgoodrich-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-continuity-agreement-bfgoodrich-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/management-continuity-agreement-bfgoodrich-co.html","title":{"rendered":"Management Continuity Agreement &#8211; BFGoodrich Co."},"content":{"rendered":"<pre>\n                         MANAGEMENT CONTINUITY AGREEMENT\n\n\nTHIS AGREEMENT dated as of this [ ] day of [ ], 199[ ] between [ ](the\n'Executive') and The B.F. Goodrich Company, a New York corporation (the\n'Company').\n\n         WHEREAS, the Executive and the Company desire to set forth certain\ncompensation and benefits that the Executive shall receive upon the happening of\ncertain events affecting the Executive and the Company, and\n\n                                   WITNESSETH:\n\n         NOW, THEREFORE, in consideration of the foregoing and the mutual\npromises herein contained, the parties agree as follows:\n\n         1. TERM. This Agreement shall commence on the date hereof and shall\ncontinue until the Date of Termination as set forth in Section 8 hereof.\n\n         2. PERIOD OF EMPLOYMENT. Executive's 'Period of Employment' shall\ncommence on the date on which a Change in Control occurs and shall end on the\ndate that is 24 months after the date on which such Change in Control occurs.\nNotwithstanding the foregoing, however, Executive's Period of Employment shall\nnot extend beyond any Mandatory Retirement Date (as hereinafter defined in\nSection 3) applicable to Executive.\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 company with respect to which,\n                  following such acquisition, more than 70% of, respectively,\n                  the then outstanding Shares of\n\n\n\n\n                  common stock of such company and the combined voting power of\n                  the then outstanding voting securities of such company\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 acquisition in substantially the\n                  same proportions as their ownership, solely in their capacity\n                  as Shareholders of the Company, immediately prior to such\n                  acquisition, of the Outstanding Company Common Stock and\n                  Outstanding Company Voting Securities, as the case may be; or\n\n                           (ii) Individuals who, as of the beginning of such\n                  period, constitute the Board (the 'Incumbent Board') cease for\n                  any 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 is used\n                  in Rule 14A-11 of Regulation 14A promulgated under the\n                  Exchange Act); or\n\n                           (iii) Consummation of a reorganization, merger or\n                  consolidation, in each case, with respect to which 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 reorganization, merger or\n                  consolidation, do not, following such reorganization, merger\n                  or consolidation, beneficially own, directly or indirectly,\n                  solely in their capacity as Shareholders of the Company, more\n                  than 70% of, respectively, the then outstanding Shares of\n                  common stock and the combined voting power of the then\n                  outstanding voting securities entitled to vote generally in\n                  the election of directors, as the case may be, of the company\n                  resulting from such reorganization, merger or consolidation in\n                  substantially the same proportions as their ownership,\n                  immediately prior to such reorganization, merger or\n                  consolidation of the Outstanding Company Common Stock and\n                  Outstanding Company Voting Securities, as the case may be; or\n\n                           (iv) Consummation of (A) a complete liquidation or\n                  dissolution of the Company or (B) a sale or other disposition\n                  of all or substantially all of the assets of the Company,\n                  other than to a company, with respect to which following such\n                  sale or other disposition, more than 70% of, respectively, the\n                  then outstanding Shares of common stock of such company and\n                  the combined voting power of the then outstanding voting\n                  securities of such company entitled to vote generally in the\n                  election of directors is then \n\n\n\n                                       2\n\n\n                  beneficially owned, directly or indirectly, by all or\n                  substantially all of the individuals and entities, solely in\n                  their capacity as Shareholders of the Company, 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\ncompulsory retirement date, if any, established by the Company for those\nexecutives of the Company who, by reason of their positions and the size of\ntheir nonforfeitable annual retirement benefits under the Company's pension,\nprofit-sharing, and deferred compensation plans, are exempt from the provisions\nof the Age Discrimination in Employment Act, 29 U.S.C. Sections 621, et seq,\nwhich date shall not in any event be earlier for any executive than the last day\nof the month in which such Executive reaches age 65.\n\n                  (c) The term 'Payment Period' shall mean [twenty-four (24)]\n[thirty-six (36)] months.\n\n         4. COMPENSATION DURING PERIOD OF EMPLOYMENT. For so long during\nExecutive's period of Employment as Executive is an employee of the Company, the\nCompany shall be obligated to compensate Executive as follows:\n\n                  (a) Executive shall continue to receive Executive's full base\nsalary at the rate in effect immediately prior to the Change in Control.\nExecutive's base salary shall be increased annually, with each such increase due\non the anniversary date of Executive's most recent previous increase. Each such\nincrease shall be no less than an amount which at least equals on a percentage\nbasis the mean of the annualized percentage increases in base salary for all\nelected officers of the Company during the two full calendar years immediately\npreceding the Change in Control.\n\n                  (b) Executive shall continue to participate in all benefit and\ncompensation plans (including but not limited to the Stock Option Plan,\nLong-Term Incentive Plan, Management Incentive Program, Non-Qualified Benefit\nSecurity Plan, Executive Life Insurance Program, Savings Benefit Restoration\nPlan, Performance Share Deferred Compensation Plan, pension plan, savings plan,\nflexible benefits plan, life insurance plan, health and accident plan or\ndisability plan) in which Executive was participating immediately prior to the\nChange in Control, or in plans providing substantially similar benefits, in\neither case upon terms and conditions and at levels at least as favorable as\nthose provided to Executive under the plans in which Executive was participating\nimmediately prior to the Change in Control;\n\n                  (c) Executive shall continue to receive all fringe benefits,\nperquisites, and similar arrangements which Executive was entitled to receive\nimmediately prior to the Change in Control; and\n\n\n\n                                       3\n\n\n                  (d) Executive shall continue to receive annually the number of\npaid vacation days and holidays Executive was entitled to receive immediately\nprior to the Change in Control.\n\n         5. COMPENSATION UPON TERMINATION OF EMPLOYMENT. If, during the Period\nof Employment, the Company shall terminate Executive's employment for any reason\n(other than for a reason and as expressly provided in Section 6 hereof), or if\nExecutive shall terminate Executive's employment for 'Good Reason' (as\nhereinafter defined in Section 6(b)) then the Company shall be obligated to\ncompensate Executive as follows and no payments or benefits received pursuant to\nthis Section 5 shall be reduced or terminated as a result of Executive reaching\nthe Mandatory Retirement Date:\n\n                  (a) In lieu of any salary payments that the Executive would\nhave received if he had continued in the employment of the Company during the\nPayment Period, the Company shall pay to Executive in a lump sum, by not later\nthan the fifth business day following the Date of Termination (as hereinafter\ndefined in Section 8), an amount equal to one-twelfth of Executive's annualized\nbase salary in effect immediately prior to the Date of Termination, multiplied\nby the number of months in the Payment Period.\n\n                  (b) By not later than the fifth day following the Date of\nTermination, the Company shall pay Executive in a lump sum an amount equal to\nthe product of (x) the number of months in the Payment Period and (y) the sum of\n\n                           (i) under the Company's Management Incentive Program\n                           (the 'MIP'), and in lieu of any further grants under\n                           the MIP that the Executive would have received if he\n                           had continued in the employment of the Company during\n                           the Payment Period, the greatest of one-twelfth of :\n                           (A) the amount most recently paid to Executive for a\n                           full calendar year; (B) Executive's 'target incentive\n                           amount' for the calendar year in which his Date of\n                           Termination occurs; or (C) Executive's 'target\n                           incentive amount' in effect prior to the Change in\n                           Control for the calendar year in which the Change in\n                           Control occurs; plus, if applicable,\n\n                           (ii) under the Company's Long-Term Incentive Plan\n                           (the 'LTIP'), and in lieu of any further grants under\n                           the LTIP that the Executive would have received if he\n                           had continued in the employment of the Company during\n                           the Payment Period, the greatest of (A) with respect\n                           to the most recently completed Plan Cycle commencing\n                           with the 1998-2000 Plan Cycle (if completed),\n                           one-twelfth of the 'calculated market value' of the\n                           Performance Shares actually awarded to Executive\n                           (including the value of any Performance Shares\n                           Executive may have elected to defer under the\n                           Performance Share Deferred Compensation Plan); (B)\n                           with respect to the most recently commenced Plan\n                           Cycle under the Long-Term Incentive Plan (if\n                           Executive is a participant in such Plan Cycle) prior\n\n\n\n                                       4\n\n\n                           to your Date of Termination, one-twelfth of the\n                           'calculated market value' of the phantom Performance\n                           Shares, if any, awarded to Executive; or (C) with\n                           respect to the most recently commenced Plan Cycle\n                           prior to the date of the occurrence of the Change in\n                           Control, one-twelfth of the 'calculated market value'\n                           of the phantom Performance shares, if any, awarded to\n                           Executive. Any payment received pursuant to this\n                           Section 5 (b)(ii) shall be in addition to and not in\n                           lieu of any payments required to be made to Executive\n                           as the result of the happening of an event that would\n                           constitute a change in control pursuant to the\n                           provisions of the LTIP\n\n                           Executive's 'target incentive amount' under the\nManagement Incentive Program is determined by multiplying Executive's salary\nrange midpoint by the incentive target percentage, which is applicable to\nExecutive's incentive category under such Program. For purposes of this Section\n5, the 'calculated market value' of Performance Shares, shares deferred under\nthe Performance Share Deferred Compensation Plan, phantom Performance Shares\nunder the LTIP or stock options under the Stock Option Plan shall be the mean of\nthe high and low prices of the Company's common stock on the relevant date as\nreported on the New York Stock Exchange Composites Transactions listing (or\nsimilar report), or, if no sale was made on such date, then on the next\npreceding day on which a sale was made multiplied by the number of shares\ninvolved in the calculation. The relevant date for clauses 5(b)(ii)(B) and\n5(b)(ii)(C) is the date upon which the Compensation Committee ('Committee') of\nthe Board of Directors awarded the shares of stock in question; for clause\n5(b)(ii)(A) is the date on which the Committee made a determination of\nattainment of financial objectives and awarded Performance Shares (including any\nPerformance Shares Executive may have elected to defer under the Performance\nShare Deferred Compensation Plan).\n\n                           Any payment received pursuant to Section 5 (b)(i)\nshall be in addition to and not in lieu of any payments required to be made to\nExecutive as the result of the happening of an event that would constitute a\nchange in control pursuant to the provisions of the MIP.\n\n\n                  (c) If Executive is under age 55, or over the age of 55 but\nnot eligible to retire, at the Date of Termination the Company shall maintain in\nfull force and effect, for Executive's continued benefit, for the Payment\nPeriod, all health and welfare benefit plans and programs or arrangements in\nwhich Executive was entitled to participate immediately prior to the Date of\nTermination (or such other comparable plans, programs or arrangements that\nprovide, in the aggregate, benefits which have an economic value at least as\nfavorable to the Executive as those plans, programs and arrangements in which\nExecutive participated prior to the Date of Termination, as long as Executive's\ncontinued participation is possible under the general terms and provisions of\nsuch plans and programs. In the event that Executive's participation in any such\nplan or program is barred [or modified], the Company shall provide Executive\nwith benefits substantially similar to those to which Executive would have been\nentitled to receive under such plans and programs, had Executive continued to\nparticipate in them as an Executive of the \n\n\n\n                                       5\n\n\nCompany plus an amount in cash equal to the amount necessary to cause the amount\nof the aggregate after-tax compensation and employee benefits Executive receive\npursuant to this provision to be equal to the aggregate after-tax value of the\nbenefits which Executive would have received if Executive continued to receive\nsuch benefits as an employee. If Executive is age 55 or over and eligible to\nretire on the Date of Termination, the Company shall provide Executive with\nthose health and welfare benefits to which Executive would be entitled under the\nCompany's general retirement policies if Executive retired on the Termination\nDate with the Company paying that percentage of the premium cost of the plans\nwhich it would have paid under the terms of the plans in effect immediately\nprior to the Change of Control with respect to individuals who retire at age 65,\nregardless of Executive's actual age on the Termination Date, provided such\nbenefits would be at least equal to those which would have been payable if\nExecutive had been eligible to retire and had retired immediately prior to the\nChange in Control;\n\n                  (d) The Company shall for the Payment Period continue, and\nExecutive shall be entitled to receive fringe benefit programs, perquisites, and\nsimilar arrangements (which, by way of illustration and not limitation, shall\ninclude: company car, health, dining and country club memberships, financial\nplanning services, telecommunications services, home security systems and the\nlike) which in the aggregate have an economic value at least as favorable to the\nExecutive as those the Executive was entitled to receive or participate in\nimmediately prior to the Date of Termination; and\n\n                  (e) In lieu of further grants of stock options that would have\nbeen received by the Executive if he had remained employed by the Company during\nthe Payment Period, the Company shall pay to the Executive a sum equal to one\ntwelfth of the number of stock options in the last annual grant of stock options\nmade by the Company to the Executive ('stock option grant'), multiplied by the\nnumber of months in the Payment Period, multiplied by the calculated market\nvalue of the Common Stock of the Company on the date of the stock option grant,\nmultiplied by a factor used by the Company in valuing fully vested options with\na 10 year life in the Company's most recent Annual Report on Form 10-K for\noptions held by senior executives pursuant to the Black-Scholes method of\nvaluing stock options, or, if such valuation was not made in the Form 10-K, then\nunder the Black-Scholes method assuming options would be outstanding for 10\nyears.\n\nThe Company shall, in addition to the benefits to which Executive is entitled\nunder the retirement plans or programs in which Executive participates, pay\nExecutive in a lump sum in cash at Executive's normal retirement date (or\nearlier retirement date should Executive so elect), as such date is defined in\nthe retirement plans or programs in which Executive participates, an amount\nequal to the actuarial equivalent of the retirement pension to which Executive\nwould have been entitled under the terms of such retirement plans or programs\nhad Executive accumulated additional years of continuous service under such\nplans equal in length to Executive's Payment Period. The length of the Payment\nPeriod will be added to total years of continuous service for determining\nvesting, the amount of benefit accrual, to the age which Executive will be\nconsidered to be for the purposes of determining eligibility for normal or early\nretirement calculations and the age used for determining the amount of any\nactuarial reduction. For the purposes \n\n\n\n                                       6\n\n\nof calculating benefit accrual, the amount of compensation Executive will be\ndeemed to have received during each month of Executive's Payment Period shall be\nequal to the sum of Executive's annual base salary prorated on a monthly basis\nas provided for under subsection 4(a) immediately prior to the Date of\nTermination (including salary increases), plus under the Company's Management\nIncentive Program the greatest of one-twelfth of (which amount shall reduced by\nthe actuarial equivalent of any amounts to which Executive is actually entitled\npursuant to the provisions of said retirement plans and programs):\n\n                  (i)      the amount most recently paid to Executive for a full\n                           calendar year,\n\n                  (ii)     Executive's 'target incentive amount' for the\n                           calendar year in which Executive's Date of\n                           Termination occurs, or\n\n                  (iii)    Executive's 'target incentive amount' in effect prior\n                           to the Change in Control for the calendar year in\n                           which the Change in Control occurs\n\nAttached as Exhibit 1 is an illustration, not intending to be exhaustive, of\nexamples of how inclusion of the Payment Period may affect the calculation of\nExecutive's retirement benefit.\n\n         6. TERMINATION.\n\n                  (a) TERMINATION WITHOUT COMPENSATION. If Executive's\nemployment or the term of this Agreement is terminated for any of the following\nreasons and in accordance with the provisions of this Section 6, Executive shall\nnot be entitled by virtue of this Agreement to any of the benefits provided in\nthe foregoing Section 5:\n\n                           (i) If prior to the Commencement of the Period of\n                           Employment, as a result of Executive's incapacity due\n                           to physical or mental illness, Executive shall have\n                           been absent from Executive's duties with the Company\n                           on a full-time basis for 120 consecutive business\n                           days, and within thirty (30) days after a written\n                           Notice of Termination (as hereinafter defined in\n                           Section 7) is given, Executive shall not have\n                           returned to the full-time performance of Executive's\n                           duties ('Incapacity Discharge');\n\n                           (ii) If prior to the Commencement of the Period of\n                           Employment, the Company shall desire to terminate\n                           this Agreement without reason ('Convenience\n                           Termination').\n\n                           (iii) If the Company shall have Cause. For the\n                           purposes of this Agreement, the Company shall have\n                           'Cause' to terminate Executive's employment hereunder\n                           upon (A) the willful and continued failure by\n                           Executive to substantially perform Executive's\n\n\n\n                                       7\n\n\n                           duties with the Company, which failure causes\n                           material and demonstrable injury to the Company\n                           (other than any such failure resulting from\n                           Executive's incapacity due to physical or mental\n                           illness), after a demand for substantial performance\n                           is delivered to Executive by the Board which\n                           specifically identifies the manner in which the Board\n                           believes that Executive has not substantially\n                           performed Executive's duties, and after Executive has\n                           been given a period (hereinafter known as the 'Cure\n                           Period') of at least thirty (30) days to correct\n                           Executive's performance, or (B) the willful engaging\n                           by Executive in other gross misconduct materially and\n                           demonstrably injurious to the Company. For purposes\n                           of this section, no act, or failure to act, on\n                           Executive's part shall be considered 'willful' unless\n                           conclusively demonstrated to have been done, or\n                           omitted to be done, by Executive not in good faith\n                           and without reasonable belief that Executive's action\n                           or omission was in the best interests of the Company.\n\n                           Notwithstanding the foregoing, Executive shall not be\n                           deemed to have been terminated for Cause unless and\n                           until there shall have been delivered to Executive a\n                           Notice of Termination which shall include a copy of a\n                           resolution duly adopted by the affirmative vote of\n                           not less than three-quarters of the entire membership\n                           of the Board at a meeting of the Board called and\n                           held for the purpose (after reasonable notice to\n                           Executive and an opportunity for Executive, together\n                           with Executive's counsel, to be heard before the\n                           Board), finding that in the good faith opinion of the\n                           Board Executive was guilty of conduct set forth above\n                           in clauses (i), including the expiration of the Cure\n                           Period without the correction of Executive's\n                           performance, or (ii) of the preceding subsection and\n                           specifying the particulars thereof in detail.\n\n                           (iv) This Agreement shall terminate upon the death,\n                           retirement or voluntary resignation of the Executive\n                           prior to the commencement of the Period of\n                           Employment.\n\n                  (b) TERMINATION WITH COMPENSATION. If Executive terminates his\nemployment or his employment terminates for any of the following reasons and in\naccordance with the provisions of this Section 6, Executive shall be entitled by\nvirtue of this Agreement to the benefits provided in the foregoing Section 5 as\ndescribed below:\n\n                           (i) The Executive may terminate his employment with\n                           the Company at any time during the Period of\n                           Employment for Good Reason ('Good Reason\n                           Termination') and shall receive all of the benefits\n                           and payments provided in Section 5. For purposes of\n                           this Agreement, the term 'Good Reason' shall mean:\n\n\n\n                                       8\n\n\n                                    (A)      without Executive's express written\n                                             consent, (1) any involuntary\n                                             termination of the Executive's\n                                             employment, except pursuant to\n                                             Section 6 hereof, during the\n                                             Employment Period, (2) the\n                                             assignment to Executive of any new\n                                             duties or responsibilities\n                                             inconsistent in character with\n                                             Executive's positions, duties,\n                                             responsibilities, and reporting\n                                             relationships and status within the\n                                             Company immediately prior to a\n                                             Change in Control, (3) any change\n                                             in Executive's duties,\n                                             responsibilities, reporting\n                                             relationships, titles or offices as\n                                             in effect immediately prior to a\n                                             Change in Control, including, but\n                                             not limited to, a reduction in\n                                             duties or responsibilities which\n                                             occurs because the Company is no\n                                             longer an independent publicly-held\n                                             entity (4) any removal of Executive\n                                             from or any failure to re-elect\n                                             Executive to any officer or\n                                             director position of the Company,\n                                             (5) a change in the annual or long\n                                             term incentive plan in which\n                                             Executive currently participates\n                                             such that Executive's opportunity\n                                             to earn incentive compensation is\n                                             impaired, (6) a material reduction\n                                             in the aggregate value of Company\n                                             perquisites made available to\n                                             Executive, (7) an elimination or\n                                             material impairment of Executive's\n                                             ability to participate in\n                                             retirement plans comparable to\n                                             those in which Executive currently\n                                             participates, (8) any increase in\n                                             Executive's obligation to travel on\n                                             the Company's business over\n                                             Executive's present business travel\n                                             obligations, (9) an elimination or\n                                             material impairment of Executive's\n                                             ability to receive stock options\n                                             with values comparable to those\n                                             Executive was granted within the\n                                             one year period preceding the\n                                             commencement of the Employment\n                                             Period;\n\n                                    (B)      the failure of the Company to\n                                             comply with any other of its\n                                             obligations under Section 4 herein;\n\n                                    (C)      the relocation of the offices of\n                                             the Company at which Executive were\n                                             employed immediately prior to the\n                                             Change in Control to a location\n                                             which is more than fifty (50) miles\n                                             from such prior location, or the\n                                             failure of the Company to (A) pay\n                                             or reimburse Executive, in\n                                             accordance with the Company's\n                                             relocation policy for its employees\n                                             in existence immediately prior to a\n                                             Change in Control, for all\n                                             reasonable costs and expenses, plus\n                                             'gross-ups' referred to in such\n                                             policy incurred by Executive\n                                             relating to a change of Executive's\n                                             principal residence in connection\n                                             with any relocation of the\n\n\n                                       9\n\n\n                                             Company's offices to which \n                                             Executive consents, and (B) \n                                             indemnify Executive against any \n                                             loss (defined as the difference\n                                             between the actual sale price of \n                                             such residence and the higher of \n                                             (1) Executive's aggregate \n                                             investment in such residence of\n                                             (2) the fair market value of such \n                                             residence as determined by the \n                                             relocation management organization\n                                             used by the Company immediately\n                                             prior to the Change in Control (or \n                                             other real estate appraiser \n                                             designated by Executive and \n                                             reasonably satisfactory to the\n                                             Company)) realized in the sale of\n                                             Executive's principal residence in\n                                             connection with any such change of\n                                             residence;\n\n                                    (D)      the failure of the Company to\n                                             obtain the assumption of and the\n                                             agreement to perform this Agreement\n                                             by any successor as contemplated in\n                                             Section 11 hereof; or\n\n                                    (E)      any purported termination of\n                                             Executive's employment which is not\n                                             effected pursuant to a Notice of\n                                             Termination satisfying the\n                                             requirements of Section 7 hereof.\n\n                                    (F)      Convenience Termination after\n                                             Commencement of the Period of\n                                             Employment\n\n                           (ii) If Executive dies while employed by the Company\n                           during the Period of Employment while having cause to\n                           terminate his employment as a Good Reason Termination\n                           (whether or not Executive has provided Notice of\n                           Termination to the Company pursuant to Section 7),\n                           Executive's beneficiary or beneficiaries named on\n                           Exhibit 2 to this Agreement (or Executive's estate if\n                           he has not named a beneficiary) shall be entitled to\n                           receive those payments provided under Sections 5(a)\n                           and 5(b) of this Agreement in addition to any\n                           benefits that such beneficiaries would be entitled\n                           under any other plan, program or policy of the\n                           Company as a result of Executive's employment with\n                           the Company.\n\n                           (iii) If, during the Period of Employment, Executive\n                           either (A) retires from employment with the Company\n                           or (B) if the Company discharges the Executive due to\n                           an Incapacity Discharge, in either case while having\n                           cause to terminate his employment as a Good Reason\n                           Termination (whether or not Executive has provided\n                           Notice of Termination to the Company pursuant to\n                           Section 7) the Executive shall receive all of the\n                           benefits and payments provided in Section 5.\n\n         7. NOTICE OF TERMINATION. Any termination of Executive's employment by\nthe Company or any termination by Executive as a Good Reason Termination shall\nbe \n\n\n\n                                       10\n\n\ncommunicated by written notice to the other party hereto. For purposes of this\nAgreement, such notice shall be referred to as a 'Notice of Termination.' Such\nnotice shall, to the extent applicable, set forth the specific reason for\ntermination, and shall set forth in reasonable detail the facts and\ncircumstances claimed to provide a basis for termination of Executive's\nemployment under the provision so indicated.\n\n         8. DATE OF TERMINATION. 'Date of Termination' shall mean:\n\n                  (a) If Executive terminates Executive's employment as a Good\nReason Termination, the date specified in the Notice of Termination, but in no\nevent more than sixty (60) days after Notice of Termination is given.\n\n                  (b) If Executive's employment is terminated for Cause under\nsubsection 6(a)(iii), the date on which a Notice of Termination is given, except\nthat the Date of Termination shall not be any date prior to the date on which\nthe Cure Period expires without the correction of Executive's performance.\n\n                  (c) If Executive's employment pursuant to this Agreement is\nterminated following absence due to physical incapacity, under subsection\n6(a)(i), then the Date of Termination shall be thirty (30) days after Notice of\nTermination is given (provided that Executive shall not have returned to the\nperformance of Executive's duties on a full-time basis during such thirty (30)\nday period).\n\n                  (d) If the Company desires to terminate this Agreement as a\nConvenience Termination, then the date specified in the Notice of Termination,\nshall be at least [twelve (12)] [thirty-six (36)] months after Notice of\nTermination is given.\n\n                  (e) A termination of employment by either the Company or by\nExecutive shall not affect any rights Executive or Executive's surviving spouse\nor beneficiaries may have pursuant to any other agreement or plan of the Company\nproviding benefits to Executive, except as provided in such agreement or plan.\n\n         9. CERTAIN ADDITIONAL PAYMENTS.\n\n                  (a) Anything in this Agreement to the contrary\nnotwithstanding, in the event it shall be determined that any payment or\ndistribution by the Company to Executive or for Executive's benefit (whether\npaid or payable or distributed or distributable pursuant to the terms of this\nAgreement or otherwise, but determined without regard to any additional payments\nrequired under this section 9) (a 'Payment') would be subject to the excise tax\nimposed by Section 4999 (or any successor provisions) of the Internal Revenue\nCode of 1986, as amended (the 'Code'), or any interest or penalty is incurred by\nExecutive with respect to such excise tax (such excise tax, together with any\nsuch interest and penalties, is hereinafter collectively referred to as the\n'Excise Tax'), then Executive shall be entitled to receive an additional payment\n(a 'Gross-Up Payment') in an amount such that after payment by Executive of all\ntaxes (including any interest or penalties imposed with respect to such taxes),\nincluding, without limitation, any income taxes (and any interest and penalties\nimposed with respect thereto) and \n\n\n\n                                       11\n\n\nExcise Tax imposed on the Gross-Up Payment, Executive retains an amount of the\nGross-Up Payment equal to the Excise Tax imposed upon the Payments.\n\n                  (b) Subject to the provisions of subsection 9(c), all\ndeterminations required to be made under this section 9, including whether and\nwhen such a Gross-Up Payment is required and the amount of such Gross-Up Payment\nand the assumptions to be utilized in arriving at such determination, shall be\nmade by Ernst &amp; Young (or their successors) (the 'Accounting Firm') which shall\nprovide detailed supporting calculations both to the Company and to Executive\nwithin fifteen (15) business days of the receipt of notice from Executive that\nthere has been a Payment, or such earlier time as is requested by the Company.\nIn the event that the Accounting Firm is serving as accountant or auditor for\nthe individual, entity or group effecting the Change in Control, Executive shall\nappoint another nationally recognized accounting firm to make the determinations\nrequired hereunder (which accounting firm shall then be referred to as the\nAccounting Firm hereunder). All fees and expenses of the Accounting Firm shall\nbe borne solely by the Company. Any Gross-Up Payment as determined pursuant to\nthis section 9, shall be paid by the Company to Executive within five (5) days\nof the receipt of the Accounting Firm's determination. If the Accounting Firm\ndetermines that no Excise Tax is payable by Executive, it shall furnish\nExecutive with a written opinion that failure to report the Excise Tax on\nExecutive's applicable federal income tax return would not result in the\nimposition of a negligence or similar penalty. Any determination by the\nAccounting Firm shall be binding upon the Company and Executive. As a result of\nthe uncertainty of the application of Section 4999 of the Code at the time of\nthe initial determination by the Accounting Firm hereunder, it is possible that\nGross-Up Payments which will not have been made by the Company should have been\nmade ('Underpayment'). In the event that the Company exhausts its remedies\npursuant to Section 9(c) and Executive thereafter is required to make a payment\nof any Excise Tax, the Accounting Firm shall determine the amount of the\nUnderpayment that has occurred and any such Underpayment shall be promptly paid\nby the Company to Executive or for Executive's benefit.\n\n                  (c) Executive shall notify the Company in writing of any claim\nby the Internal Revenue Service that, if successful, would require the payment\nby the Company of the Gross-Up Payment. Such notification shall be given as soon\nas practicable but no later than ten (10) business days after Executive or his\nrepresentative is informed in writing of such claim and shall apprise the\nCompany of the nature of such claim and the date on which such claim is\nrequested to be paid. Executive shall not pay such claim prior to the expiration\nof the thirty (30) day period following the date on which Executive gives such\nnotice to the Company (or such shorter period ending on the date that any\npayment of taxes with respect to such claim is due). If the Company notifies\nExecutive in writing prior to the expiration of such period that it desires to\ncontest such claim, Executive shall:\n\n                           (i) give the Company any information reasonably\n                           requested by the Company relating to such claim,\n\n                           (ii) take such action in connection with contesting\n                           such claim as the Company shall reasonably request in\n                           writing from time to time, \n\n\n\n                                       12\n\n\n                           including, without limitation, accepting legal\n                           representation with respect to such claim by an\n                           attorney reasonably selected by the Company,\n\n                           (iii) cooperate with the Company in good faith in\n                           order effectively to contest such claim, and\n\n                           (iv) permit the Company to participate in any\n                           proceedings 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 Executive harmless, on an\nafter-tax basis, for any Excise tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis subsection 9(c), the Company shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forego any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of any such claim and may, at its sole option,\neither direct Executive to pay the tax claimed and sue for a refund or contest\nthe claim in any permissible manner, and Executive agree to prosecute such\ncontest to a determination before any administrative tribunal, in a court of\ninitial jurisdiction and in one or more appellate courts, as the Company shall\ndetermine; provided, however, that if the Company directs Executive to pay such\nclaim and sue for a refund, the Company shall advance the amount of such payment\nto Executive, on an interest-free basis and shall indemnify and hold Executive\nharmless, on an after-tax basis, from any Excise Tax or income tax (including\ninterest or penalties with respect thereto) imposed with respect to such advance\nor with respect to any imputed income with respect to such advance; and further\nprovided that any extension of the statute of limitations relating to payment of\ntaxes for Executive's taxable year with respect to which such contested amount\nis claimed to be due is limited solely to such contested amount. Furthermore,\nthe Company's control of the contest shall be limited to issues with respect to\nwhich a Gross-Up Payment would be payable hereunder and Executive shall be\nentitled to settle or contest, as the case may be, any other issue raised by the\nInternal Revenue Service or any other taxing authority.\n\n                  (d) If, after the receipt by Executive of an amount advanced\nby the Company pursuant to subsection 9(c), Executive become entitled to receive\nany refund with respect to such claim, Executive shall (subject to the Company's\ncomplying with the requirements of subsection 9(c) promptly pay to the Company\nthe amount of such refund (together with any interest paid or credited thereon\nafter taxes applicable thereto). If, after the receipt by Executive of an amount\nadvanced by the Company pursuant to subsection 9(c), a determination is made\nthat Executive shall not be entitled to any refund with respect to such claim\nand the Company does not notify Executive in writing of its intent to contest\nsuch denial of refund prior to the expiration of thirty (30) days after such\ndetermination, then such advance shall be forgiven and shall not be required to\nbe repaid and the amount of such advance shall offset, to the extent thereof,\nthe amount of Gross-Up Payment required to be paid.\n\n\n\n                                       13\n\n\n         10. NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL\nRIGHTS. Executive 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 or accepting other employment or otherwise, nor shall the amount of\nany payment required to be made under this Agreement be reduced by any\ncompensation earned by Executive as the result of any employment by another\nemployer after the date of termination of Executive's employment with the\nCompany, or otherwise. Upon receipt of written notice from Executive that\nExecutive has been reemployed by another company or entity on a full-time basis,\nbenefits, fringe benefits and perquisites otherwise receivable by Executive\npursuant to Sections 5(c) or 5(d) related to life, health, disability and\naccident insurance plans and programs and other similar benefits, company cars,\nfinancial planning, country club memberships, and the like (but not Incentive\nCompensation, LTIP, Pension Plans or other similar plans and programs) shall be\nreduced to the extent comparable benefits are made available to Executive at his\nnew employment and any such benefits actually received by Executive shall be\nreported to the Company by the Executive.\n\n                The provisions of the Agreement, and any payment or benefit\nprovided for hereunder, shall not reduce any amount otherwise payable, or in any\nway diminish Executive's existing rights, or rights which would occur solely as\na result of the passage of time, under any other agreement, contract, plan or\narrangement with the Company.\n\n\n         11. SUCCESSORS AND BINDING AGREEMENT\n\n                  (a) The Company shall require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business or assets of the Company, by agreement in form\nand substance satisfactory to Executive, to assume and agree to perform this\nAgreement.\n\n                  (b) This Agreement shall be binding upon the Company and any\nsuccessor of or to the Company, including, without limitation, any person\nacquiring directly or indirectly all or substantially all of the assets of the\nCompany whether by merger, consolidation, sale or otherwise (and such successor\nshall thereafter be deemed 'the Company' for the purposes of this Agreement),\nbut shall not otherwise be assignable by the Company.\n\n                  (c) This Agreement shall inure to the benefit of and be\nenforceable by Executive and Executive's personal or legal representatives,\nexecutors, administrators, successors, heirs, distributees, devisees and\nlegatees. If Executive should die while any amounts would still be payable to\nExecutive pursuant to Section 5 hereunder if Executive had continued to live,\nall such amounts, unless otherwise provided herein, shall be paid in accordance\nwith the terms of this Agreement to Executive's devisee, legatee, or other\ndesignee or, if there be no such designee, to Executive's estate.\n\n\n\n                                       14\n\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, addressed to the\nrespective addresses set forth on the first page of this Agreement, provided\nthat all notices to the Company shall be directed to the attention of the Chief\nExecutive Officer of the Company with a copy to the Secretary of the Company, or\nto such other address as either party may have furnished to the other in\nwriting, except that notices of change of address shall be effective only upon\nreceipt.\n\n         13. GOVERNING LAW. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nNorth Carolina, without giving effect to the principles of conflict of laws of\nsuch 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 Executive and the Company. No waiver by either party\nhereto at any time of any breach by the other party hereto or compliance with,\nany condition 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 is 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, Executive's right\nto receive payments hereunder shall not be assignable or transferable, whether\nby pledge, creation of a security interest or otherwise, other than by a\ntransfer by Executive's will or by the laws of descent and distribution and in\nthe event of any attempted assignment or transfer contrary to this Section the\nCompany shall have no liability to pay any amounts so attempted to be assigned\nor 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 Executive to\nsuccessfully (in whole or in part and \n\n\n\n                                       15\n\n\nwhether by modification of the Company's position, agreement, compromise,\nsettlement, or administrative or judicial determination) enforce this Agreement\nor any provision hereof or as a result of the Company or any Shareholder of the\nCompany contesting the validity or enforceability of this Agreement or any\nprovision hereof. To secure the foregoing obligation, the Company shall, within\n90 days after being requested by Executive to do so, enter into a contract with\nan insurance company, open a letter of credit or establish an escrow in a form\nsatisfactory to Executive.\n\n         20. EMPLOYMENT RIGHTS. Nothing expressed or implied in this Agreement\nshall create any right or duty on Executive's part or on the part of the Company\nto have Executive remain in the employment of the Company prior to the\ncommencement of the Period of Employment; provided, however, that any\ntermination or purported termination of Executive's employment or of this\nAgreement, for any reason other than those set forth in Sections 6(a)(i),\n6(a)(iii) or 6(a)(iv), following the commencement of any discussion with a third\nparty, or the announcement by a third party of the commencement of, or the\nintention to commence a tender offer, or other intention to acquire all or a\nportion of the equity securities of the Company that ultimately results in a\nChange in Control shall (unless such termination is conclusively demonstrated to\nhave been wholly unrelated to any such activity relating to a Change in Control)\nbe deemed to be a termination of Executive's employment after a Change in\nControl for purposes of this Agreement and both the Period of Employment and the\nPayment Period shall be deemed to have begun on the day prior to such\ntermination.\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 Executive or Executive's\ndesignated beneficiary or beneficiaries provided for in this Agreement in\nrespect of any claim against Executive or any debt or obligation owed by\nExecutive, whether arising hereunder or otherwise.\n\n         22. RIGHTS TO OTHER BENEFITS. The existence of the Agreement and\nExecutive's rights hereunder shall be in addition to, and not in lieu of,\nExecutive's rights under any other of the Company's compensation and benefit\nplans and programs, and under any other contract or agreement between Executive\nand the Company.\n\n         23. POOLING OF INTERESTS. In the event that the independent accountants\nof the Company shall determine that this Agreement or anything contained herein\nshall prevent the Company from consummating any business combination approved by\nthe Board of Directors which combination is intended to be accounted for under\nthe pooling of interests method of accounting ('Pooling'), then Participant\nagrees that this Agreement may at any time and in the sole discretion of the\nBoard of Directors either be: a) amended in such fashion as may be requested by\nthe Company so as to allow such business combination to be accounted for as a\nPooling, or, if this Agreement cannot be so amended, or (b) terminated.\nProvided, however, that any such amendment shall: (x) be as limited in scope as\nis absolutely necessary in the opinion of the Company's advisors to allow the\nbusiness combination to be accounted for as a Pooling; and (y) be designed to\nhave as minimal an economic detriment to the Participant as is possible while\nstill allowing the business combination to be accounted for as a Pooling.\n\n\n\n                                       16\n\n\n         [24. SUPERCEDED EMPLOYEE PROTECTION PLAN. If this Agreement is either\n(a) amended pursuant to Section 23, and if such amendment reduces the benefits\nto be received by the Executive or his Beneficiaries pursuant to any section of\nthis Agreement in any way deemed material by the Executive, or (b) terminated\npursuant to Section 23, the Executive shall receive, in place of and not in\naddition to, the benefits under the Company's Employee Protection Plan ('EPP')\nor Employee Termination Protection Plan ('ETPP'), in effect at the time of such\namendment or termination, not withstanding any provision of the EPP or ETPP\nwhich would make the Executive ineligible to receive benefits under the EPP or\nETPP.]\n\n[The following Section 24 is included in the form of Management Continuity\nAgreement provided to those executives who had Management Continuity Agreements\nin place prior to October 1999:\n\n         24. SUPERCEDED AGREEMENT. Except as provided herein, the agreement\nbetween Executive and the Company originally dated ____________________, and\nthereafter amended from time to time, relating to the same subject matter as\nthis Agreement (the 'Original Agreement'), is hereby superceded in its entirety\nby this Agreement, shall be of no further force or effect as of the date of this\nAgreement and any rights that Executive may have under the Original Agreement\nwhich have accrued prior to the date hereof, to the extent not previously waived\nby the Executive, are hereby waived. If, however, this Agreement is either (a)\namended pursuant to Section 23 above, and if such amendment reduces the benefits\nto be received by the Executive or his Beneficiaries pursuant to any section of\nthis Agreement in any way deemed material by the Executive, or (b) terminated\npursuant to Section 23 above, then the Original Agreement shall continue in full\nforce and effect as if unmodified and not superceded and the Executive shall\nreceive all the benefits of the Original Agreement accruing after the date\nhereof in accordance with its terms.]\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\nEffective Date.\n\n                                              THE BFGOODRICH COMPANY\n\n\n                                     By\n                                       -----------------------------------------\n\n\n\n                                       -----------------------------------------\n                                               EXECUTIVE\n\n\n\n                                       17\n\n\n                                    EXHIBIT 1\n\n         A. If as of Executive's Date of Termination Executive's actual years of\nservice plus the length of Executive's Payment Period is at least 10, then\n\n                  1. If as of Executive's Date of termination Executive's age\n         plus the length of Executive's Payment Period is at least 65,\n         Executive's retirement benefit under section 5(e) will be calculated as\n         a 'normal retirement' benefit to which Executive would have been\n         entitled under the terms of the retirement plan in which Executive\n         participate had Executive accumulated continuous service equal to such\n         sum; and\n\n                  2. If as of Executive's Date of Termination Executive's age\n         plus the length of Executive's Payment Period is at least 55 but less\n         than 65, Executive's retirement benefit under section 5(e) will be\n         calculated as an 'early retirement' benefit to which Executive would\n         have been entitled under the terms of the retirement plan in which\n         Executive participate had Executive accumulated continuous service\n         equal to such sum. The actuarial reduction used shall be the actuarial\n         reduction factor for early retirement, calculated to Executive's actual\n         age plus the length of Executive's Payment Period at Executive's Date\n         of Termination.\n\n                  Furthermore, if Executive were on the active rolls of the\n         Company as of December 31, 1989 and if the sum of Executive's actual\n         years of service plus the length of Executive's Payment Period is at\n         least 10 but less than 24, then for purposes of section 5(e) Executive\n         will also receive an Additional Credit for up to 4 years. The\n         Additional Credit Executive will receive will depend upon the sum of\n         the years of Executive's actual service plus the length of Executive's\n         Payment Period and be equal to the lesser of:\n\n                (x) 4 years of Additional Credit; or\n\n                (y) The amount of Additional Credit needed such that, when added\n                to the sum of Executive's actual years of service plus the\n                length of Executive's Payment Period, it will create a total of\n                exactly 24.\n\n                  No Additional Credit will be applied if the sum of Executive's\n         actual years of service plus the length of Executive's Payment Period\n         if 24 or greater. Executive will not receive any Additional Credit if\n         Executive commenced employment with the Company on or after January 1,\n         1990.\n\n         B. If as of Executive's Date of Termination the sum of Executive's\nactual years of service plus the length of Executive's Payment Period is less\nthan 10, or Executive's age plus the length of Executive's Payment Period is\nless than 55, Executive's retirement benefit under section 5(e) will be\ncalculated as a 'deferred vested pension' to which Executive would have been\nentitled under the terms of the retirement\n\n\n\n                                       18\n\n\nplan in which Executive participate had Executive accumulated continuous service\nequal to such sum. The actuarial reduction used shall be the actuarial reduction\nfactor for a deferred vested pension, calculated to Executive's actual age at\nExecutive's Date of Termination plus the length of Executive's Payment Period.\n\nFor purposes of section 5(e), 'actuarial equivalent' shall be determined using\nthe same methods and assumptions as those utilized under the Company's\nretirement plans and programs immediately prior to the Change in Control.\n\n\n\n                                       19\n\n\n                                    EXHIBIT 2\n\n                             BENEFICIARY DESIGNATION\n\n\nI hereby designate the following person(s) as a beneficiary for the purposes of\nSection 6(e) to the extent of the percentage interest listed next to their name:\n\n\n\n--------------------------------------------------------------------------------\n                     NAME                                 PERCENTAGE INTEREST\n\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n\n\n--------------------------------------------------------------------------------\n\n                      TOTAL (cannot exceed 100%)\n--------------------------------------------------------------------------------\n\n\n\n                                       20\n\n\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-40101","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\/40101","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=40101"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40101"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40101"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40101"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}