Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - TransDigm Group INC | d8k.htm |
| EX-3.1 - FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS DATED APRIL 28, 2011 - TransDigm Group INC | dex31.htm |
Exhibit 10.1
RESOLVED, that Section 3.1(b) of each of (i) the option agreement for 130,000 options dated March 4, 2011 for Mr. Raymond Laubenthal and (ii) the option agreement for 80,000 options dated March 4, 2011 for Mr. Gregory Rufus, (iii) the option agreement for 80,000 options dated March 4, 2011 for Mr. Robert Henderson, (iv) the option agreement for 70,000 options dated March 4, 2011 for Mr. James Riley, (v) the option agreement for 65,000 options dated March 4, 2011 for Mr. Bernt Iversen, and (vi) the option agreement for 80,000 options dated March 4, 2011 for Mr. Albert Rodriguez is hereby deleted and replaced in its entirety as follows:
“(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as follows or as may be otherwise provided by the Administrator:
If Participant incurs a termination of employment under any of the circumstances described in Section 5(a)(i) (death) of that certain [reference individual’s Employment Agreement] (the “Employment Agreement”), Section 5(a)(ii) (Disability) of the Employment Agreement, Section 5(a)(iv) (Resignation for Good Reason) of the Employment Agreement or Section 5(a)(v) (Termination without Cause) of the Employment Agreement, in each such case vesting will continue after termination of employment as provided below:
| Termination Date |
Percent of Remaining Options That May Continue to Vest |
|||
| Prior to October 1, 2011 |
0 | % | ||
| On or after October 1, 2011 but prior to October 1, 2012 |
20 | % | ||
| On or after October 1, 2012 but prior to October 1, 2013 |
40 | % | ||
| On or after October 1, 2013 but prior to October 1, 2014 |
60 | % | ||
| On or after October 1, 2014 but prior to October 1, 2015 |
80 | % | ||
| On or after October 1, 2015 |
100 | % | ||
The percentage of remaining Options permitted to vest will be spread ratably over the performance vesting schedule and time vesting schedule.”
RESOLVED, that the following be added to Section 3.3 of each of the option agreements described in the foregoing two resolutions:
“Notwithstanding the foregoing, if any Option vests after the Participant’s Termination of Services for reasons set forth herein pursuant to Section 3.1 and the Participant has a limit of six months or one year following such Termination of Services to exercise the Option pursuant to paragraph (d) or (e), the Participant shall have six months after the Option vests to exercise such Option.”