AMENDED AND RESTATED EMPLOYMENT AGREEMENT

REFERENCE TO EMPLOYMENT AGREEMENT.

ARRANGEMENT.

TERM.

CAPACITY, SERVICES AND PERFORMANCE.

Capacity.

Services.

Performance.

COMPENSATION AND BENEFITS.

Salary. Effective as of January 1, 2007

Bonuses.

Benefits.

Business Expenses.

Automobile.

Equity Incentive Compensation.

PROPRIETARY RIGHTS AND NON-COMPETITION.

Confidentiality.

Inventions.

Definition of Inventions. For purposes of this Agreement, “Inventions” shall mean any new or useful art, discovery, contribution, finding or improvement, whether or not patentable, and all related know-how. Inventions shall include, without limitation, all designs, discoveries, formulae, processes, manufacturing techniques, semiconductor designs, computer software, inventions, improvements and ideas.

Disclosure and Assignment of Inventions. Executive will promptly disclose and describe to the Company all Inventions which he may solely or jointly conceive, develop, or reduce to practice during the Employment Term or the Consulting Period (as defined in Section 7.7) (i) which relate at the time of conception, development, or reduction to practice of the Invention to the Company's business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company's time or with the use of any of the Company's equipment, supplies, facilities or trade secret information, or (iii) which resulted from any work performed by Executive for the Company (the “Company's Inventions”). Executive hereby assigns to the Company all of his right, title and interest world-wide in and to the Company's Inventions and in all intellectual property rights based upon the Company's Inventions; provided, however, that Executive does not assign or agree to assign any Inventions, whether or not relating in any way to the Company's business or demonstrably anticipated research and development, which were made by him prior to the date of this Agreement, or which were developed by him independently during the Employment Term and not under the conditions stated in subparagraph (ii) above.

Documents and Materials.

Competitive Employment.

Non-Solicitation.

Acts to Secure Proprietary Rights.

Further Acts. Executive agrees to perform, during and after the Employment Term and the Consulting Period, if applicable, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company's Inventions. Such acts may include, without limitation, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings.

Appointment of Attorney-In-Fact. In the event that the Company is unable, for any reason whatsoever, to secure Executive's signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any of the Company's Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Executive hereby irrevocably appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by him, intending hereby to create a so-called “durable power” which will survive any subsequent disability.

No Conflicting Obligations.

Corporate Opportunities.

Specific Performance.

TERMINATION AND CHANGE OF CONTROL.

Termination Date; Termination or Resignation other than Contemporaneously with a Change of Control. 

Termination Date. The term “Termination Date” shall mean the date on which Executive's employment with the Company terminates for any reason prior to the Expiration Date.

Termination by Executive. If Executive resigns his employment for any reason other than (i) death pursuant to Section 7.2, (ii) incapacity pursuant to Section 7.3, (iii) Good Reason following a Change of Control pursuant to Section 7.4.3 or (iv) contemporaneously with a Change of Control pursuant to Section 7.4.2, then on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary through the Termination Date, (B) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Termination Date, and (C) the Severance Pay pursuant to Section 7.5 hereof. In addition, Executive and his spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof and the Company shall engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof.

Termination by the Company. If the Company terminates Executive’s employment hereunder for any reason other than (i) death pursuant to Section 7.2, (ii) incapacity pursuant to Section 7.3 or (iii) contemporaneously with a Change of Control pursuant to Section 7.4.2, then on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary through the Termination Date, (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date, (C) a lump sum equal to his Salary from the Termination Date through the Expiration Date, (D) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Expiration Date, and (E) the Severance Pay pursuant to Section 7.5 hereof. In addition, (x) Executive and his spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof, (y) any stock options, restricted stock awards or other equity awards granted to Executive that would not vest on or prior to the Termination Date shall vest and be exercisable immediately, and, notwithstanding any termination of employment provisions set forth in the applicable agreement, all stock options shall continue to be exercisable until their original stated expiration date and (z) the Company shall engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof.

Death.

Executive's employment hereunder shall terminate upon his death. In such event, the Company shall, within thirty (30) days following the date of death, pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump sum payment equal to (i) the Salary that would have been due to Executive had this Agreement been in effect from the date of his death until the Expiration Date and (ii) the entire remaining unpaid balance of the Retirement Compensation as provided in Section 7.6 below, determined as of the Termination Date.

Upon Executive’s death during or after the Employment Term, the Company shall, within thirty (30) days following the date of death, also pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump-sum death benefit in the amount of three (3) million dollars in accordance with the Death Benefit Agreement attached as Exhibit A hereto.

The Company shall, within thirty (30) days following Executive’s date of death, also pay to such Person as Executive shall have designated in a notice filed with the Company, or if no such Person shall have been designated, to his estate, a lump-sum equal to (i) any accrued and unpaid Salary through his date of death, and (ii) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the date of death. Executive’s spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof.

Incapacity. If Executive shall for at least six (6) consecutive months during the Employment Term have been unable to perform his material duties under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, the Company may terminate Executive's employment as provided in this Section 7.3. If the Company desires to so terminate Executive's employment, the Company shall:

give prompt notice to Executive of any such termination;

until the Expiration Date, continue to pay to Executive an annual amount equal to two (2) times the Salary in effect on the Termination Date. The payments shall be made in equal bi-monthly installments commencing on the first payroll period following the Termination Date;

pay to Executive the entire remaining unpaid balance of the Retirement Compensation as provided in Section 7.6 and below, determined as of the Termination Date;

pay to Executive within ten (10) business days after the Termination Date a lump-sum equal to (A) any accrued and unpaid Salary through the Termination Date and (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date; and

continue to provide medical, dental and health benefits as provided in Section 5.3 hereof.

Change of Control; Definitions.

Change of Control. If a “Change of Control” of the Company occurs, the Company will be obligated as provided in this Section 7.4.1. For purposes of determining the Company’s obligations under this Section 7.4.1, the date on which a Change of Control occurs shall be referred to as the “Change of Control Date.” If a Change of Control occurs during the Employment Term, the Company or its successor in interest shall:

within five (5) business days after the Change of Control Date, pay to Executive the amount of any Gross-Up Payment payable by the Company to Executive under Section 7.8 hereof;

continue to provide to Executive and his spouse, for their respective lifetimes, medical, dental and health benefits as provided in Section 5.3 hereof; provided, however, that the terms and level of such benefits shall be substantially similar as Executive and his spouse were receiving as of the Change of Control Date, or if greater, as they were receiving on December 31, 2004;

provide that any stock options, restricted stock awards or other equity awards granted to Executive that would not vest on or prior to the Change of Control Date shall vest and, if applicable, be exercisable upon the earlier of (i) the Change of Control Date and (ii) the execution of an agreement, if any, that would constitute a Change of Control (regardless of whether such agreement is consummated), and, notwithstanding any termination of employment provisions set forth in the applicable agreement, such stock options (or similar equity awards) shall continue to be exercisable until their original stated expiration date; and

Termination or Resignation Contemporaneous with a Change of Control. If, contemporaneously with a Change of Control, Executive’s employment is terminated by the Company for any reason or Executive resigns his employment for any reason the Company shall:

pay to Executive within ten (10) business days after the Termination Date a lump-sum equal to (A) any accrued and unpaid Salary through the Termination Date and (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date;

pay to Executive the entire remaining unpaid balance of the Retirement Compensation, as provided in Section 7.6 and below, determined as of the Termination Date;

continue to provide medical, dental and health benefits as provided in Section 5.3 hereof;

engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof; and

pay to Executive the Severance Payment pursuant to Section 7.5 hereof.

Resignation for Good Reason following a Change of Control. If, following a Change of Control, Executive resigns his employment for Good Reason, then on the Termination Date, Executive shall receive payment of (A) any accrued and unpaid Salary through the Termination Date, (B) any bonuses payable to Executive for any fiscal periods of the Company ending prior to the Termination Date, (C) a lump sum equal to his Salary from the Termination Date through the Expiration Date, (D) the entire remaining unpaid balance of the Retirement Compensation pursuant to Section 7.6 hereof, determined as of the Expiration Date, and (E) the Severance Pay pursuant to Section 7.5 hereof. In addition, (x) Executive and his spouse shall continue to be entitled to medical, dental and health benefits pursuant to Section 5.3 hereof, (y) any stock options, restricted stock awards or other equity awards granted to Executive that would not vest on or prior to the Termination Date shall vest and be exercisable immediately, and, notwithstanding any termination of employment provisions set forth in the applicable agreement, all stock options shall continue to be exercisable until their original stated expiration date and (z) the Company shall engage Executive to render consulting services to the Company in accordance with Section 7.7 hereof.

Grantor Trust. If, at anytime during the Employment Term it appears that a Change of Control is likely to occur, the Company hereby agrees to establish a grantor trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A of the Code. The grantor trust shall serve as a vehicle for accumulating assets to secure its potential obligations to Executive in the event of a Change of Control. Such obligation may be paid from the general assets of the Company or from the assets of any such rabbi trust. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditors.

Definitions.

For purposes of this Agreement, a “Change of Control” means:

Individuals who, as of January 1, 2005 (the “Effective Date”) constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any Person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act) shall be, for purposes of this Agreement, considered as though such Person were a member of the Incumbent Board;

a transaction or other event occurs such that any Person or Persons acting as a group acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company;

a transaction or other event occurs such that any one Person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company; or

a transaction or other event occurs such that any one Person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group) ownership of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that no acquisition of ownership of the assets of the Company shall be deemed a Change of Control if the acquiring Person or group is:

A shareholder of the Company in exchange for or with respect to its stock;

Any Majority Owned Entity, as defined below, of the Company;

A Person or group of which the Company is a Majority Owned Entity; or

A Majority Owned Entity of any Person or group described by (3), above.

For the purposes of this Section 7.4.5, Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as the result of the same public offering. However, Persons will be considered to be acting as a group if they are owners of a Person that enters into a merger, consolidation, purchase or acquisition of stock or assets or similar business transaction with the Company.

For the purposes of this Section 7.4.5, a “Majority Owned Entity” of any Person is any entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by such Person.

A Change of Control shall occur on the effective date of any event specified in Section 7.4.5(i) above. In connection with any determination of ownership for purposes of Section 7.4.5(i) above, the attribution rules of Section 318(a) of the Internal Revenue Code of 1986, as amended, (the “Code”) shall apply.

For purposes of this Agreement, “Good Reason” means:

Any decrease in Executive’s Salary or a failure by the Company to pay any material compensation due and payable to Executive in connection with his employment;

Any change in Executive’s responsibilities, positions, duties, status title or reporting relationships;

Executive ceasing to be the Chief Executive Officer of a publicly traded company pursuant to this Agreement;

Following a Change of Control, the Company (or its successor) requiring Executive to be based at any office or location other than Executive’s principal place of employment immediately prior to the effective date of the Change of Control, if applicable; or

A material breach by the Company of any term of this Agreement;

Severance Pay.

Retirement Compensation.

Amount of Retirement Compensation. In recognition that Executive founded the Company and will not be eligible for any retirement plan to be offered by the Company to its executives (as provided in Section 5.3 above), Executive shall be entitled to retirement compensation (“Retirement Compensation”) equal to the product of (i) 150% times (ii) the annual Salary then in effect (the “Specified Annual Salary”) multiplied by (iii) the number of years of service provided by Executive to the Company, such service having commenced as of August 1, 1987 (“Commencement Date”), with a ratable adjustment should Executive's final period of service be less than a full year. The Retirement Compensation as so determined shall be paid to Executive (or in the event of Executive's subsequent death, to such Person as Executive shall have designated in a notice filed with the Company or, if no such Person shall have been designated, to his estate) at the times specified in Section 7.6.2 below, or contributed to the Retirement Trust described in Section 7.6.3 below in accordance with that Section. The amount of the Retirement Compensation so due and payable shall not be present-valued or otherwise reduced by use of any other discount or discounting method.

Payment of Retirement Compensation.

Within five business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended, is terminated (the “Distribution Date”), the Company will distribute the amount of Retirement Compensation that would have been payable to Executive under Section 7.6.1 as of the Distribution Date, based on his years of service through the Distribution Date and his then Specified Annual Salary.

Within five (5) business days after Executive's actual Termination Date, the Company shall pay to Executive an amount equal to (x) the Retirement Compensation payable to Executive as determined in Section 7.6.1 hereof less (y) the sum of (1) the amount of Retirement Compensation previously distributed to Executive pursuant to Section 7.6.2(i) hereof, and (2) the amounts previously distributed pursuant to Section 7.6.3(i) or 7.6.3(ii).

Retirement Trust.

Within ninety days after the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on such date and on a quarterly basis thereafter, each a “Contribution Date” the Company shall contribute to the trust (the “Retirement Trust”) for the benefit of Executive an amount equal to (a) the Retirement Compensation that would be payable to Executive under Section 7.6.2(ii) if the Contribution Date was his Termination Date minus (b) the total of all contributions made to the Retirement Trust by the Company as of such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the 30 day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 7.6.3(i) an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the 30 day period, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Code with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the Retirement Compensation payable pursuant to this Section 7.6, shall be paid to Executive, and that the Retirement Trust shall be exempt from the claims of the Company's creditors.

As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount by which (x) the Assumed Taxes that the Company reasonably estimates will be assessed upon Executive for the calendar year for which the distribution is being made as a result of his beneficial interest in the Retirement Trust, exceeds (y) the amount withdrawn by Executive in such calendar year pursuant to Section 7.6.3(i). For this purpose, the term “Assumed Taxes” shall mean the Federal, State and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal and applicable State and local income and employment taxes.

Consulting Arrangement. In the event that Executive's employment terminates for any reason (including, without limitation, Executive's voluntary resignation) other than death pursuant to Section 7.2 or incapacity pursuant to Section 7.3, then the Company shall retain Executive to perform consulting services for a period of five (5) years following the Termination Date (the “Consulting Period”). The terms of Executive’s consulting arrangement are set forth on Exhibit B attached hereto.

Certain Additional Payments by the Company.

Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise and including without limitation any additional payments required under this Section 7.8) (a “Payment”) would be subject to an excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make a payment to Executive (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains (or has had paid to the Internal Revenue Service on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executive's adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local.

Subject to the provisions of Section 7.8.3, all determinations required to be made under this Section 7.8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7.8, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 7.8 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

give the Company any information reasonably requested by the Company relating to such claim,

take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

cooperate with the Company in good faith in order effectively to contest such claim, and

permit the Company to participate in any proceedings relating to such claim;

If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.8.3, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 7.8.3 promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.8.3, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

WITHHOLDING.

INDEMNIFICATION.

LEGAL FEES.

UNFUNDED STATUS.

SECTION 409A.

Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” as defined in Section 409A of the Code he shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the first business day following the date which is six months after Executive’s termination of employment for any reason other than death or (ii) Executive’s date of death. The Company shall establish a trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section 12.1 that otherwise would be immediately payable to Executive. The provisions of this Section 12.1 shall only apply if required to comply with Section 409A of the Code.

If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, or if any tax is imposed under such Section 409A on any payment to be received by Executive hereunder, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of the Company which consent shall not be unreasonably withheld, to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code. Executive agrees in good faith to consider any such reformation proposed by the Company.

The provisions of Section 7.8 of this Agreement, mutatis mutandis, shall apply to any imposition of taxes on Executive under Section 409A of the Code so that Executive shall be fully grossed up for the amount of, and shall not be adversely affected by, such taxes.

WAIVER.

SEVERABILITY.

NOTICES.

SURVIVAL.

MISCELLANEOUS.