BE AEROSPACE, INC. SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN FY 2011

1.

EBIT (earnings before interest and taxes) – weighted at 30%

2.

Operating Margin – weighted at 20%

3.

Bookings – weighted at 20%

4.

Operating Cash Flow – weighted at 30%

Each year the Committee determines the financial performance objectives under the MIP based upon the financial plan for that year.  The minimum threshold for payment under the MIP with respect to a financial performance objective is generally 80% of the applicable target.  Incentive payments for performance between 80% and 90% of a financial performance objective would generally not exceed 10% of the targeted MIP payment, with the actual amount of the incentive payment between these percentages determined by linear interpolation.  For performance between 90% and 100%, the actual amount of the incentive payment is also determined by linear interpolation.  For performance in excess of 100%, the actual amount of the incentive payment is directly proportionate to the level of attainment of the financial performance objectives.

Strategic Initiatives – 20% of the potential incentive payment is based on discretionary individual performance assessments.  The Corporation does not establish predetermined individual performance formulas but rather determines the strategic initiatives which must be attained based on the individual’s role within the Corporation.  At the end of each year, the Chairman & CEO evaluates each executive’s performance and provides recommendations to the Committee as to the individual performance assessment portion of the MIP payment.  The individual performance assessment process is a discretionary, holistic, multi-faceted assessment of the executive’s performance during the year.  Neither the Chairman & CEO nor the Committee uses a specific formula or applies specific weight when evaluating performance, but rather rely on their business judgment.  The Chairman & CEO and the Committee generally take into account one or more of the following factors in connection with the assessment, as may be applicable:

o

Implementation and execution of supply chain, lean/continuous improvement initiatives

o

New product development initiatives

o

Customer recognition awards such as “Supplier of the Year” and “Customer Support and Service Champion”

o

Process alignment initiatives driven toward simplifying and standardizing key processes throughout the business

o

Asset management

o

Domestic and international cost reductions

o

Leadership

o

Strategic planning

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Financial and operational excellence

o

Customer satisfaction

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Staff development, talent management and retention

o

Implementation of global human resources strategies

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Implementation of global tax strategies

o

Improving operating efficiency

o

Implementation of sales strategies

o

Client relationship management