STOCK OPTION AWARD AGREEMENT
THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS STOCK OPTION AWARD AGREEMENT (hereinafter, the “Agreement”) is made as of this ______
day of ____________, ______, by and between Goodrich Corporation, a New York corporation (the
“Company”), and ____________ (the “Optionee”). For the purposes of this Agreement, all capitalized terms not
defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Stock
Option Plan (as amended, the “Plan”), unless otherwise noted.
WHEREAS, Optionee is employed by the Company or its subsidiary corporations, as defined in the Plan;
WHEREAS, the Company wishes to grant to Optionee an award of stock options under the Plan, subject to
the conditions and restrictions set forth in the Plan and this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the parties agree
1. Grant of Options . The Committee has granted to Optionee as of ____________ (the “Grant Date”),
______ [Number] options to purchase shares of common stock, par value $5.00 per share, of the Company
(“Common Stock”), upon the terms and conditions set forth in this Agreement and the Plan. The options granted
under this Agreement are intended to be non-statutory stock options.
2. Exercise Price . The exercise price of the shares of Common Stock covered by the option shall be
______ per share. This option price represents 100% of the fair market value of the Common Stock on the date
of grant, as calculated under the Plan.
3. Term of Option . The term of the options shall be ten (10) years from the date hereof, subject to earlier
termination as provided in this Section 3. The date which is ten (10) years after the Grant Date shall be termed
the “Expiration Date”.
4. Vesting of Options . The options granted hereunder will be deem