TEXT OF OPTION AMENDMENTS
Exhibit 10.2
TEXT OF OPTION AMENDMENTS
RESOLVED, that by virtue of the authority vested in the Committee pursuant to the TransDigm Group Incorporated 2006 Stock Incentive Plan, as amended (the2006 Plan), the Committee hereby amends Section 3.3 of all of the outstanding option agreements for Jorge Valladares by deleting the text thereof and replacing it as follows:
3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:
(a) The expiration of ten years from the Grant Date;
(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company of any subsidiary corporation of the Company or any parent corporation of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date;
(c) The opening of business on the day of the Participants Termination of Services by reason of the Participants Termination of Employment by reason of a termination by the Company for Cause (as defined in the Participants employment agreement, if applicable), unless the Committee, in its discretion, determines that a longer period is appropriate;
(d) The expiration of six months from the date of the Participants Termination of Services, unless such termination occurs by reason of (i) the Participants death, (ii) the Participants termination for Cause (as defined in the Participants employment agreement, if applicable), (iii) the Participants retirement (pursuant to Section 3.3(e)), (iv) the Participants termination for Cause (as defined in the Participants employment agreement, if applicable), or (v) if the Participant has an employment agreement that defines a termination for Cause and/or Good Reason, a termination by the Company without Cause (as defined in the Participants employment agreement) or a termination by the Participant for Good Reason (as defined in Participants employment agreement), provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the expiration of three months from the Participants Termination of Services (and shall thereafter by a Non-Qualified Stock Option), provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Companys insider trading policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window trading window thereafter; or
(e) The expiration of one year from the date of the Participants Termination of Services by reason of the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Companys insider trading policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or
(f) The expiration date set forth in clause (a), (i) if the Participant has an employment agreement that defines a termination for Cause and/or Good Reason, upon a Participants Termination of Services by the Company without Cause (as defined in Participants employment agreement) or a Termination of Services by the Participant for Good Reason (as defined in Participants employment agreement) or (ii) upon the Participants death or Disability or (iii) upon the Participants retirement from employment after at least 15 years of service after age 60 or after at least ten years of service after age 65.