================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2005
B/E AEROSPACE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-10777 13-3621676
(State of incorporation) (Commission file number) (I.R.S. employer
identification no.)
1400 Corporate Center Way, Wellington, Florida, 33414
(Address of principal executive offices) (Zip Code)
(212) 668-0340
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4c))
================================================================================
Item 1.01. Entry into a Material Definitive Agreement.
At its meetings on April 18, 2005, the Stock Option and Compensation
Committee (the "Committee") of B/E Aerospace, Inc. (the "Company") approved the
2005 B/E Aerospace Group Executive Incentive Plan (the "Plan") under which the
Company's Chairman, President and Chief Executive Officer, Chief Financial
Officer and Senior Vice President of Administration and other Vice Presidents
(including all of named executive officers) are eligible to receive bonuses with
respect to calendar year 2005. The Plan is intended to encourage significant
contributions to the success of the Company and the 2005 bonuses are based upon
the achievement of certain pre-established financial performance measures
relating to the Company or the participant's segment (as appropriate).
The Plan utilizes four operating performance measures, which are
weighted as follows:
---------------------------------------------------------------------
Performance Measure Percent of Bonus
---------------------------------------------------------------------
EBIT 30%
---------------------------------------------------------------------
Operating Cash Flow of the Company 40%
(EBITDA plus or minus the change in working
capital (exclusive of cash) less capital
expenditures) or Return on Net Tangible
Assets of the Distribution Segment (EBIT
divided by the sum of total assets, less
cash, less intangible assets, less third
party liabilities)
---------------------------------------------------------------------
Revenues 10%
---------------------------------------------------------------------
Gross Margin 20%
---------------------------------------------------------------------
The 2005 targets for each performance measure were established by the
Committee. The target bonus payable to any participant under the Plan is 80-100%
of the participant's base salary (depending on the participant's title) and is
based upon both (i) the achievement of the target performance measures by the
Company or the participant's segment (as appropriate) and (ii) the participant's
contribution to the attainment of the performance measures. In general, no
payments will be made under the Plan with respect to a particular performance
measure unless the Company or the participant's segment (as appropriate) exceeds
90% of the targets for the applicable performance measure. A participant may,
however, obtain a bonus with respect to one performance measure even if not all
performance measure targets are attained. If the Company or the participant's
segment (as appropriate) equals or exceeds the target performance measures, the
participant will be eligible to receive up to an additional 20% of his or her
base salary resulting in a maximum bonus of up to 120% of the participant's base
salary.
At the end of the year, the Chairman, President and Chief Executive
Officer, and Chief Financial Officer and Senior Vice President of Administration
will review the attainment of the business goals and objectives and recommend
bonus payouts to the Committee for its approval. The Committee has the authority
to reduce or increase, the amount of the bonuses earned under the Plan in its
sole discretion, subject to the maximum bonus limitations set forth above.
Awards are distributed as soon as practicable
after the close of the fiscal year. Participants must be actively employed by
the Company or its subsidiaries on the date of payment to be eligible to receive
an award under the Plan.
Item 9.01. Exhibits.
(c) Exhibits
10.1 B/E Aerospace Group Executive Incentive Plan Chairman, CEO, SR.
VP's - FY - 2005
10.2 B/E Aerospace Group Executive Incentive Plan Group Vice
President - Distribution Business FY 2005
10.3 B/E Aerospace Group Executive Incentive Plan Group Vice
Presidents - FY - 2005
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
10.1 B/E Aerospace Group Executive Incentive Plan Chairman, CEO, SR. VP's
- FY 2005
10.2 B/E Aerospace Group Executive Incentive Plan Group Vice President -
Distribution Business FY - 2005
10.3 B/E Aerospace Group Executive Incentive Plan Group Vice Presidents -
FY - 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BE Aerospace, Inc.
Dated: April 22, 2005
By: /s/ Thomas P. McCaffrey
---------------------------
Thomas P. McCaffrey
Senior Vice President of
Administration and Chief
Financial Officer