Exhibit 10.2
AMENDMENT NUMBER TWO
TO THE
GOODRICH CORPORATION OUTSIDE DIRECTOR PHANTOM SHARE PLAN
(Approved By the Board of Directors on April 24, 2007)
THIS AMENDMENT is made this 24 th day of April, 2007 by Goodrich Corporation
(hereinafter referred to as the “Company”);
WITNESSETH
WHEREAS, the Company maintains the Goodrich Corporation Outside Director Phantom
Share Plan, as approved by the Board of Directors on December 7, 2004 (hereinafter referred to
as the “Plan”); and
WHEREAS, pursuant to Paragraph 7 of the Plan, the Board of Directors of the Company has
maintained the right to amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Company has taken action authorizing this
Amendment to the Plan; and
NOW, THEREFORE, effective April 24, 2007, the last sentence of Paragraph 6(d) of the Plan
is hereby deleted and the following inserted in lieu thereof:
In the event of any stock dividend, stock split, or similar change in the capitalization of the
Company, the Plan Administrator shall be required to make equitable adjustments to the
Account of each Participant to equalize the value and prevent dilution or enlargement of the
rights of Participants in any form or manner of adjustment as it, in good faith, may determine, in
its sole discretion, to be equitable under the circumstances.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
Amendment to be executed as of the day and year first above written.
GOODRICH CORPORATION
By:
Title:
Exhibit 10.2
AMENDMENT NUMBER TWO
TO THE
GOODRICH CORPORATION OUTSIDE DIRECTOR PHANTOM SHARE PLAN
(Approved By the Board of Directors on April 24, 2007)
THIS AMENDMENT is made this 24 th day of April, 2007 by Goodrich Corporation
(hereinafter referred to as the “Company”);
WITNESSETH
WHEREAS, the Company maintains the Goodrich Corporat