Exhibit 10.10
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SPIRIT
AEROSYSTEMS
HOLDINGS, INC.
LONG-TERM
INCENTIVE PLAN
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January 1, 2006
SPIRIT AEROSYSTEMS HOLDINGS, INC.
LONG-TERM INCENTIVE PLAN
Table of Contents
ARTICLE I -- PURPOSE.................................................... 1
Section 1.01. Purpose................................................ 1
ARTICLE II -- DEFINITIONS............................................... 1
Section 2.01. Board of Directors..................................... 1
Section 2.02. Code................................................... 1
Section 2.03. Committee.............................................. 1
Section 2.04. Company................................................ 1
Section 2.05. Employee............................................... 1
Section 2.06. Employer............................................... 2
Section 2.07. Participant............................................ 2
Section 2.08. Plan................................................... 2
Section 2.09. Separation from Service................................ 2
Section 2.10. Sole Discretion........................................ 2
ARTICLE III -- ELIGIBILITY.............................................. 2
Section 3.01. Eligibility............................................ 2
ARTICLE IV -- GRANTS OF SHARES.......................................... 2
Section 4.01. Grants................................................. 2
Section 4.02. Interest in Shares..................................... 3
Section 4.03. Conditions............................................. 3
Section 4.04. Restriction on Transfer of Shares...................... 3
Section 4.05. Dividends.............................................. 4
Section 4.06. No Rights of Stockholder............................... 4
ARTICLE V -- ADMINISTRATION............................................. 4
Section 5.01. Committee.............................................. 4
Section 5.02. Reliance on Certificates, etc.......................... 5
ARTICLE VI -- AMENDMENT AND TERMINATION................................. 5
Section 6.01. Amendment.............................................. 5
Section 6.02. Termination............................................ 5
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ARTICLE VII -- MISCELLANEOUS............................................ 6
Section 7.01. Effective Date......................................... 6
Section 7.02. Payments Net of Withholding............................ 6
Section 7.03. Binding on Successors.................................. 6
Section 7.04. Adoption by Other Employers............................ 6
Section 7.05. Headings............................................... 6
Section 7.06. Notices................................................ 6
Section 7.07. Severability........................................... 6
Section 7.08. No Contract of Employment.............................. 6
Section 7.09. Certain Limitations.................................... 7
Section 7.10. State Law.............................................. 7
Section 7.11. Government and Other Regulations....................... 7
Section 7.12. Nonexclusivity of the Plan............................. 7
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SPIRIT AEROSYSTEMS HOLDINGS, INC.
LONG-TERM INCENTIVE PLAN
WITNESSETH: THAT;
WHEREAS, the Company desires to provide specified incentive benefits to
Participants in the form of shares of the Company's Class B Common Stock, par
value $0.01 per share ("Shares") on the terms and conditions set forth herein;
and
WHEREAS, the Board of Directors of the Company has reviewed the terms and
provisions hereof and found them satisfactory.
NOW, THEREFORE, the Company hereby adopts the Plan on the terms and
conditions set forth herein, which Plan shall be known as the "Spirit
AeroSystems Holdings, Inc. Long-Term Incentive Plan."
ARTICLE I -- PURPOSE
Section 1.01. Purpose. The purpose of the Plan is to provide specified
benefits in the form of Shares to Employees who are eligible to participate in
the Plan, subject to certain conditions and restrictions, as set forth in the
Plan. The maximum aggregate number of Shares that may be granted to Participants
under the Plan shall be _________ Shares.
ARTICLE II -- DEFINITIONS
For purposes of the Plan, the following terms shall have the following
meanings, unless the context clearly indicates otherwise.
Section 2.01. Board of Directors means the Board of Directors of the
Company.
Section 2.02. Code means the Internal Revenue Code of 1986, as amended.
Section 2.03. Committee means the Board of Directors or a committee
appointed by, and serving at the pleasure of, the Board of Directors for
purposes of administering the Plan, which committee shall operate under rules
and procedures established by the Board of Directors from time to time for such
purpose.
Section 2.04. Company means Spirit AeroSystems Holdings, Inc., a Delaware
corporation, or its successor.
Section 2.05. Employee means a consultant or independent contractor of the
Employer or any individual who is employed and compensated (by a payroll check
issued
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directly from the Employer or Employer agent to the Employee or direct payroll
deposit made to the Employee's account) by the Employer or Employer agent.
Section 2.06. Employer means the Company, Spirit AeroSystems, Inc. (or its
successor), and any other entity that adopts this Plan with the consent and
approval of the Committee.
Section 2.07. Participant means an Employee who has been designated by the
Committee as eligible to participate in this Plan pursuant to Section 3.01.
Where the context requires, the term "Participant" also shall include a former
Participant.
Section 2.08. Plan means this Spirit AeroSystems Holdings, Inc. Long-Term
Incentive Plan, as amended.
Section 2.09. Separation from Service means the termination of employment
(including termination of a consulting or independent contractor arrangement)
with the Employer. The term includes, but is not limited to, a termination which
arises from a Participant's death, disability, discharge (with or without
cause), or voluntary termination. In the case of an employee, the term shall not
include any temporary absences due to vacation, sickness, or other leaves of
absence granted to a Participant by the Employer. A Separation from Service
shall not be deemed to occur, however, upon a transfer involving any combination
of any entity comprising the Employer.
Section 2.10. Sole Discretion means the right and power to decide a matter,
which right may be exercised arbitrarily at any time and from time to time.
ARTICLE III -- ELIGIBILITY
Section 3.01. Eligibility. The Committee shall have the unrestricted right
and power, which may be exercised in its Sole Discretion at any time and from
time to time, to designate Employees who are eligible to participate in this
Plan. The Committee also shall have the right, in its Sole Discretion, to
terminate an individual's future participation in this Plan.
ARTICLE IV - GRANT OF SHARES
Section 4.01. Grants. The Committee may, in its Sole Discretion, establish
an individual schedule or schedules for each Participant setting forth certain
performance targets or goals for such Participant and a corresponding grant of
Shares to a Participant under the Plan, which schedule may be revised by the
Committee at any time and from time to time, in its Sole Discretion. In
addition, the Committee may, in its Sole Discretion, make such other grants of
Shares to Participants as it deems desirable from time to time.
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In the event Shares are granted to a Participant under the Plan (which
Shares shall be subject to the restrictions contained in this Plan, "Restricted
Shares"), the Committee shall have the unrestricted right and power, in its Sole
Discretion, to establish such terms, conditions, restrictions, or procedures
related to a grant of such Restricted Shares as the Committee deems necessary or
appropriate, including, but not limited to, requiring, as a condition precedent
to a grant of such Restricted Shares under the Plan, that a Participant execute
the Investor Stockholders Agreement, dated as of June 16, 2005, between the
Company and its shareholders (the "Stockholders Agreement"), and such other
agreements with the Company and/or other shareholders in the Company as the
Committee deems necessary or appropriate, in such form and substance as may be
satisfactory to the Committee in its Sole Discretion. Participation by a
Participant in any grant of Restricted Shares under the Plan shall neither limit
nor require participation by the Participant in any other benefits under the
Plan, it being within the Sole Discretion of the Committee to determine the
individuals eligible to participate in the Plan and in a grant of Shares under
the Plan. The Restricted Shares may be either previously issued Shares that have
been reacquired by the Company or authorized but unissued Shares, as the Board
of Directors shall from time to time determine. If any Participant's interest in
Restricted Shares granted under the Plan terminates, any Shares in which the
Participant has no further interest shall again become available to be granted
under the Plan.
Section 4.02. Interest in Shares. A Participant granted Restricted Shares
shall have no interest in those Shares upon grant and shall only acquire an
interest in those Shares upon the Participant being credited with one year of
service after the date such Shares are granted to the Participant. A Participant
shall be credited with one year of service after the date Shares are granted to
the Participant if the Participant is continuously performing services (or
deemed to be continuously performing services) for the Employer for the 12-month
period ending on the anniversary of the date the Restricted Shares are granted
to the Participant. Restricted Shares granted to a Participant shall be deemed
to have been granted as of the date designated and prescribed by the Committee.
If a Separation from Service occurs during the 12-month period following the
grant of a Restricted Share, the Participant's interest in such Share shall
automatically terminate and be of no further force or effect.
Notwithstanding the foregoing, the Committee may at any time, in its Sole
Discretion, credit a Participant with a year of service after the date
Restricted Shares are granted to the Participant or otherwise increase the
number of, or any Participant's interest in, Restricted Shares granted under the
Plan if the Committee determines, in its Sole Discretion, it is in the best
interests of the Company to do so.
Section 4.03. Conditions. Shares acquired under the Plan shall be subject
to any and all terms, conditions, and restrictions set forth in the Company's
certificate of incorporation and bylaws, as well as the Stockholders Agreement
and any other agreement entered into with respect to such Shares.
Section 4.04. Restriction on Transfer of Shares. Shares acquired under this
Plan shall be subject to such conditions and restrictions on transfer as are set
forth in the Company's certificate of incorporation and bylaws, as well as the
Stockholders Agreement,
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and any other agreement entered into with respect to such Shares. Any voluntary
or involuntary sale, assignment, transfer, or exchange of Shares acquired under
the Plan that fails to satisfy or comply with any applicable condition or
restriction on such sale, assignment, transfer, or exchange shall be void and of
no effect and shall not bind or be recognized by the Company. No Shares may be
transferred unless the transferee first executes, acknowledges, and delivers to
the Company such instruments as the Company may deem necessary or advisable to
effect the transfer.
Section 4.05. Dividends. Dividends declared by the Board of Directors with
respect to Shares shall, with respect to any Restricted Shares, be cumulated and
paid to the Participant only if and at the time, and to the extent that, the
Participant acquires an interest in any such Restricted Shares in accordance
with this Article IV.
Section 4.06. No Rights of Stockholder. Restricted Shares shall not be
subject to transfer or assignment, and a Participant shall not have the rights
of a stockholder in the Company with respect to Restricted Shares unless and
until the Participant acquires an interest in such Restricted Shares in
accordance with this Article IV.
ARTICLE V -- ADMINISTRATION
Section 5.01. Committee. The Committee shall have full power to administer
this Plan in all of its details, which powers shall include, but are not limited
to, the authority, in addition to all other powers provided by this Plan, to:
A. Determine in its Sole Discretion the eligibility of any individual to
participate in the Plan;
B. Make discretionary interpretations regarding the terms of the Plan and
make factual findings with respect to any issue arising under the
Plan, including, but not limited to, the power to determine whether an
individual is eligible to participate in the Plan or receive benefits
under the Plan and whether an individual has incurred a Separation
from Service, with its interpretation to be final and conclusive;
C. Compute the amounts payable for any Participant or other person in
accordance with the provisions of the Plan, determine the manner and
time for making such payments in accordance with the provisions of the
Plan, and determine and authorize the person or persons to whom such
payments will be paid;
D. Receive and review claims for benefits and render decisions respecting
such claims under the Plan;
E. Make and enforce such rules and regulations as it deems necessary or
proper for the efficient administration of this Plan;
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F. Appoint such agents, specialists, legal counsel, accountants,
consultants, or other persons as the Committee deems advisable to
assist in administering the Plan; and
G. Maintain all records of the Plan.
Section 5.02. Reliance on Certificates, etc. The members of the Committee,
the Board of Directors, and the officers and employees of the Company shall be
entitled to rely on all certificates and reports made by any duly appointed
accountants and on all opinions given by any duly appointed legal counsel. Such
legal counsel may be counsel for the Employer.
ARTICLE VI -- AMENDMENT AND TERMINATION
Section 6.01. Amendment. The Board of Directors reserves the right, at
will, at any time and from time to time, to modify, alter, or amend this Plan
(including without limitation a retroactive modification, alteration, or
amendment), in whole or in part, and any such modification, alteration, or
amendment shall be binding upon the Company, the Committee, each Participant,
any adopting Employer, and all other persons; provided, however, that no
amendment shall, without the Participant's (or present interest Beneficiary's)
written consent, reduce the amount of Shares that a Participant (or present
interest Beneficiary) is then entitled to receive (the same as if the
Participant had incurred a Separation from Service as of such date), including,
but not limited to, any interest in Shares the Participant may have acquired
under the Plan, subject to the terms and conditions of the Company's certificate
of incorporation and bylaws, the Stockholders Agreement, and any other agreement
entered into with respect to such Shares. Notwithstanding the foregoing, no
consent shall be required and the Board of Directors shall have the right to
modify, alter, or amend this Plan (including a retroactive modification,
alteration or amendment), at will and at any time, if it determines, in its Sole
Discretion, that such amendment is necessary to comply with applicable law,
which shall include, but shall not be limited to, the right to retroactively
apply any amendments necessary to comply with any provision of the Code or any
judicial or administrative guidance interpreting such provision.
Section 6.02. Termination. The Company will have no obligation whatsoever
to maintain this Plan for any given length of time and may, at will and at any
time, discontinue or terminate this Plan in whole or in part. In addition, an
adopting Employer shall have the right to discontinue or terminate its
participation in this Plan as to its Employees. Further, upon termination of the
Plan, the rights of each Participant to acquire an interest in the Shares
granted to such Participant under the Plan shall terminate.
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ARTICLE VII -- MISCELLANEOUS
Section 7.01. Effective Date. The Plan shall be effective from and after
the date of its adoption and approval by the Board of Directors and the
stockholders of the Company.
Section 7.02. Payments Net of Withholding. Notwithstanding any other
provision of the Plan, all transfers shall be net of any amount sufficient to
satisfy all federal, state, and local withholding tax requirements, and shall
also be net of all amounts owed by Participant to the Employer.
Section 7.03. Binding on Successors. This Plan shall be binding upon all
Participants, their respective heirs, and personal representatives, and upon the
Employer, its successors, and assigns.
Section 7.04. Adoption by Other Employers. Any employer, corporation or
other entity with employees now in existence or hereafter formed or acquired,
which is not already an Employer under this Plan, and which is otherwise legally
eligible, may in the future, with the consent and approval of the Company, adopt
this Plan, and thereby, from and after the specified effective date, become an
Employer under this Plan. However, the sole and absolute right to amend the Plan
is reserved to the Company. It shall not be necessary for the adopting
corporation or entity to sign or execute the original or the amended Plan
documents. The administrative powers and control of the Company as provided in
the Plan, including the sole right of amendment and of appointment and removal
of the Committee, shall not be diminished by reason of the participation of any
such adopting entity in this Plan.
Section 7.05. Headings. The headings used in this Plan are inserted for
reference purposes only and shall not be deemed to limit or affect in any way
the meaning or interpretation of any of the terms or provisions herein.
Section 7.06. Notices. Any notices or communications permitted or required
to be given herein by any Participant, the Company, the Committee, the Employer,
or any other person shall be deemed given either (i) when delivered, or (ii)
three days after being placed in the United States mail in an envelope addressed
to the last communicated address of the person to whom the notice is being
given, with adequate postage thereon prepaid.
Section 7.07. Severability. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions thereof, and the Plan shall be construed and enforced as if
such provisions had not been included.
Section 7.08. No Contract of Employment. Nothing contained herein shall be
construed to constitute a contract of employment between any employee and any
employer. Nothing herein contained shall be deemed to give any employee the
right to be retained in the employ of an employer or to interfere with the right
of the employer to discharge any
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employee at any time without regard to the effect such discharge might have on
the employee as a Participant under this Plan.
Section 7.09. Certain Limitations. In the event the Employer is subject to
legal limitations on the payment of benefits, then benefit payments hereunder
shall be reduced or eliminated, as the case may be, to comply with such legal
limitations.
Section 7.10. State Law. This Plan and all agreements entered into under
the Plan shall be governed, construed, administered, and regulated in all
respects under the laws of the State of Delaware, without regard to the
principles of conflicts of law, to the extent such laws are not preempted by the
laws of the United States of America. Any action concerning the Plan or any
agreement entered into under the Plan shall be maintained exclusively in the
state or federal courts in Delaware.
Section 7.11. Government and Other Regulations. The obligation of the
Company to grant or sell and deliver Shares under the Plan shall be subject to
all applicable laws, rules, and regulations and such approvals by any
governmental agencies as may be required, including, but not limited to, the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, as deemed necessary or appropriate by legal counsel for the Company.
Section 7.12. Nonexclusivity of the Plan. The adoption of the Plan by the
Board of Directors shall not be construed as creating any limitations on the
power of the Board of Directors to adopt such other incentive arrangements as it
may deem desirable.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by a
duly authorized officer as of the 7th day of February, 2006.
SPIRIT AEROSYSTEMS HOLDINGS, INC.
By: /s/ Nigel Wright
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Its: CFO
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