B/E AEROSPACE INC Contracts & Agreements

AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. and B/E AEROSPACE, INC. Dated as of October 23, 2016 (Filed With SEC on October 26, 2016)

FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC. (Filed With SEC on October 26, 2016)

TRANSACTION BONUS AGREEMENT (Filed With SEC on October 26, 2016)

TRANSACTION BONUS AND NONCOMPETITION AGREEMENT (Filed With SEC on October 26, 2016)

[SIGNATURE PAGE FOLLOWS] (Filed With SEC on July 29, 2016)

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on February 25, 2016)

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 25, 2016)

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR THE EXECUTIVE CHAIRMAN OF THE COMPANY (Filed With SEC on February 25, 2016)

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR CORPORATE NAMED EXECUTIVE OFFICERS (Filed With SEC on February 25, 2016)

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SEGMENT NAMED EXECUTIVE OFFICERS (Filed With SEC on February 25, 2016)

CONSULTING AGREEMENT (Filed With SEC on February 25, 2016)

B/E Aerospace, Inc. 1400 Corporate Center Way Wellington, Florida 33414 (Filed With SEC on February 25, 2016)

Fourth Amendment to Amended and Restated Employment Agreement (Filed With SEC on February 25, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on October 30, 2015)

First Amendment to Employment Agreement (Filed With SEC on October 30, 2015)

B/E AEROSPACE, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN TABLE OF CONTENTS (Filed With SEC on July 31, 2015)

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 27, 2015)

Consulting Agreement (Filed With SEC on February 27, 2015)

B/E AEROSPACE, INC. Amended and Restated 1994 Employee Stock Purchase Plan (Filed With SEC on February 27, 2015)

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on February 27, 2015)

[SIGNATURE PAGE FOLLOWS] (Filed With SEC on February 27, 2015)

Amendment No. 1 to the Amended and Restated Medical Care Reimbursement Plan for Executives of B/E Aerospace, Inc. (Filed With SEC on February 27, 2015)

B/E AEROSPACE, INC. RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT (Filed With SEC on February 27, 2015)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on October 30, 2014)

SEPARATION AGREEMENT AND MUTUAL RELEASE (Filed With SEC on October 30, 2014)

Third Amendment to Amended and Restated Employment Agreement (Filed With SEC on October 30, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on October 6, 2014)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on July 30, 2014)

First Amendment to Amended and Restated Employment Agreement (Filed With SEC on July 30, 2014)

Second Amendment to Amended and Restated Employment Agreement (Filed With SEC on July 30, 2014)

First Amendment to Amended and Restated Employment Agreement (Filed With SEC on July 30, 2014)

Second Amendment to Amended and Restated Employment Agreement (Filed With SEC on July 30, 2014)

First Amendment to Amended and Restated Employment Agreement (Filed With SEC on April 30, 2014)

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 24, 2014)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 24, 2014)

EMPLOYMENTAGREEMENT (Filed With SEC on February 24, 2014)

CONSULTING AGREEMENT (Filed With SEC on February 24, 2014)

AMENDED AND RESTATED MEDICAL CARE REIMBURSEMENT PLAN FOR EXECUTIVES OF B/E AEROSPACE, INC. ARTICLE I PURPOSE AND ESTABLISHMENT (Filed With SEC on February 24, 2014)

[STANDARD FORM OF TIME AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 24, 2014)

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 24, 2014)

[STANDARD FORM OF TIME AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 24, 2014)

AMENDMENT ONE TO THE (Filed With SEC on October 30, 2013)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on July 29, 2013)

B/E AEROSPACE, INC. Amended and Restated 1994 Employee Stock Purchase Plan (Filed With SEC on July 29, 2013)

First Amendment to Amended and Restated Employment Agreement (Filed With SEC on February 21, 2013)

AMENDED AND RESTATED DEATH BENEFIT AGREEMENT (Filed With SEC on February 21, 2013)

First Amendment to Amended and Restated Employment Agreement (Filed With SEC on February 21, 2013)

DEATH BENEFIT AGREEMENT (Filed With SEC on February 21, 2013)

First Amendment to Amended and Restated Employment Agreement (Filed With SEC on February 21, 2013)

AMENDED AND RESTATED DEATH BENEFIT AGREEMENT (Filed With SEC on February 21, 2013)

FOURTH SUPPLEMENTAL INDENTURE (Filed With SEC on July 27, 2012)

BE AEROSPACE, INC. (a Delaware corporation) $800,000,000 5.250% Senior Notes due 2022 UNDERWRITING AGREEMENT July 9, 2012 (Filed With SEC on July 12, 2012)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on May 4, 2012)

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on May 4, 2012)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on May 4, 2012)

BE AEROSPACE, INC. (a Delaware corporation) $500,000,000 5.250% Senior Notes due 2022 UNDERWRITING AGREEMENT March 8, 2012 (Filed With SEC on March 13, 2012)

BE AEROSPACE, INC., as Issuer and WILMINGTON TRUST COMPANY, as Trustee SUPPLEMENTAL INDENTURE Dated as of March 13, 2012 to the Indenture dated as of July 1, 2008 Senior Notes due... (Filed With SEC on March 13, 2012)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on February 24, 2012)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on August 3, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on May 4, 2011)

BE AEROSPACE, INC. SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN FY 2011 (Filed With SEC on May 4, 2011)

BE AEROSPACE, INC. CORPORATE EXECUTIVE INCENTIVE PLAN 90% FY 2011 (Filed With SEC on May 4, 2011)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 24, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on February 24, 2011)

BE AEROSPACE, INC. (a Delaware corporation) $650,000,000 6.875% Senior Notes due 2020 UNDERWRITING AGREEMENT September 13, 2010 (Filed With SEC on September 16, 2010)

BE AEROSPACE, INC., as Issuer and WILMINGTON TRUST COMPANY, as Trustee SUPPLEMENTAL INDENTURE Dated as of September 16, 2010 to the Indenture dated as of July 1, 2008 Senior Notes... (Filed With SEC on September 16, 2010)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on August 4, 2010)

EMPLOYMENTAGREEMENT (Filed With SEC on February 25, 2010)

[FORM OFAMENDMENT AGREEMENT TO RESTRICTED STOCK AWARD AGREEMENT INSIDERS] BEAEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN AMENDMENTAGREEMENT TO RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on November 5, 2009)

[FORM OFAMENDMENT AGREEMENT TO RESTRICTED STOCK AWARD AGREEMENT NON-INSIDERS] BEAEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN AMENDMENTAGREEMENT TO RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on November 5, 2009)

[STANDARDFORM OF RESTRICTED STOCK AWARD AGREEMENT FOR USE AS OF NOVEMBER 2009 ANDTHEREAFTER] BE AEROSPACE, INC. 2005 LONG-TERMINCENTIVE PLAN RESTRICTEDSTOCK AWARD AGREEMENT (Filed With SEC on November 5, 2009)

[STANDARDFORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT FOR USE AS OF NOVEMBER 2009AND THEREAFTER] BEAEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTEDSTOCK UNIT AWARD... (Filed With SEC on November 5, 2009)

[FORM OFRESTRICTED STOCK AWARD AGREEMENT AMIN J. KHOURY FOR USE AS OF NOVEMBER2009 AND THEREAFTER] BE AEROSPACE, INC. 2005 LONG-TERMINCENTIVE PLAN RESTRICTEDSTOCK AWARD AGREEMENT (Filed With SEC on November 5, 2009)

[FORM OFRESTRICTED STOCK AWARD AGREEMENT MICHAEL B. BAUGHAN / THOMAS P. MCCAFFREY FOR USE AS OF NOVEMBER 2009 AND THEREAFTER] BEAEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN... (Filed With SEC on November 5, 2009)

[FORM OFRESTRICTED STOCK UNIT AWARD AGREEMENT MICHAEL B. BAUGHAN / THOMAS P.MCCAFFREY FOR USE AS OF NOVEMBER 2009 AND THEREAFTER] BEAEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN... (Filed With SEC on November 5, 2009)

EXHIBIT10.7 EXECUTIONCOPY AMENDEDAND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2009)

EXHIBIT 10.8 EXECUTIONCOPY AMENDED AND RESTATEDEMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2009)

AMENDEDAND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2009)

EXHIBIT 10.10 AMENDED AND RESTATEDEMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2009)

EXHIBIT 10.11 AMENDED AND RESTATEDEMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2009)

EXHIBIT10.12 EMPLOYMENTAGREEMENT (Filed With SEC on February 26, 2009)

EXHIBIT 10.13 AMENDED AND RESTATEDEMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2009)

EXHIBIT 10.14 EXECUTIONCOPY RETIREMENT AGREEMENT (Filed With SEC on February 26, 2009)

B/EAEROSPACE, INC, MANAGEMENTINCENTIVE PLAN (100%) FY 2009 (Filed With SEC on February 26, 2009)

B/EAEROSPACE, INC, (Filed With SEC on February 26, 2009)

J.P. MORGAN SECURITIES INC. JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017 (Filed With SEC on August 7, 2008)

BEAEROSPACE, INC. (a Delawarecorporation) (Filed With SEC on July 1, 2008)

BE AEROSPACE, INC., Issuer, to Wilmington Trust Company, Trustee Indenture Dated July 1, 2008 Debt Securities (Filed With SEC on July 1, 2008)

BE AEROSPACE, INC., as Issuer and WILMINGTON TRUST COMPANY, as Trustee SUPPLEMENTAL INDENTURE Dated as of July 1, 2008 to the Indenture dated as of July 1,2008 Senior Notes due... (Filed With SEC on July 1, 2008)

STOCKAND ASSET PURCHASE AGREEMENT BYAND BETWEEN B/EAEROSPACE, INC. AND HONEYWELLINTERNATIONAL INC. June 9,2008 (Filed With SEC on June 11, 2008)

Exhibit10.20 B/EAEROSPACE, INC, MANAGEMENTINCENTIVE PLAN (100%) FY 2008 (Filed With SEC on February 20, 2008)

Exhibit10.21 B/EAEROSPACE, INC, MANAGEMENTINCENTIVE PLAN (80%) FY 2008 (Filed With SEC on February 20, 2008)

Exhibit10.22 B/EAEROSPACE, INC, MANAGEMENTINCENTIVE PLAN (60%) FY 2008 (Filed With SEC on February 20, 2008)

BE AEROSPACE, INC. NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN (As Amended and Restated Effective January 1, 2007) (Filed With SEC on November 6, 2007)

BE Aerospace, Inc. Non-Employee Directors Stock and Deferred Compensation Plan 2007 Distribution Election Form (Filed With SEC on November 6, 2007)

BE Aerospace, Inc. Non-Employee Directors Stock and Deferred Compensation Plan 2008 Deferral Election Form (Filed With SEC on November 6, 2007)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on May 9, 2007)

[STANDARD FORM OF RESTRICTED STOCK AWARD AGREEMENT] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on May 9, 2007)

[FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR AMIN J. KHOURY] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on May 9, 2007)

[FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THOMAS P. McCAFFREY] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on May 9, 2007)

[FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR MICHAEL B. BAUGHAN] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on May 9, 2007)

[FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR ROBERT A. MARCHETTI] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on May 9, 2007)

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B/E AEROSPACE INC Contracts & Agreements