1995 ROHR, INC. STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of this 1995 Stock Incentive Plan ("Plan") of Rohr, Inc., a Delaware corporation (the "Company"),
is to enable the Company and its Subsidiaries to attract, retain and motivate their employees by providing for or
increasing the proprietary interests in the Company of such employees and further align their interests with those
of the Company's stockholders.
2. PLAN AWARDS
(a) To carry out the purposes of the Plan, the Company and its Subsidiaries will from time to time enter into
various arrangements with persons eligible to participate therein and confer various benefits upon them. The
following such arrangements or benefits are authorized under the Plan if their terms and conditions are not
inconsistent with the provisions of the Plan: Stock Options, Forfeitable Stock, and Stock Bonuses. Such
arrangements and benefits pursuant to the Plan are generically sometimes herein referred to as "Awards." The
authorized categories of benefits for which Awards may be granted are defined as follows:
Stock Options: A Stock Option is a right granted under the Plan to purchase a specified number of shares of
Common Stock at such exercise price, at such times, and on such other terms and conditions as are specified in
Forfeitable Stock: Forfeitable Stock is Common Stock sold under the Plan at a discount of at least 50 percent
from its Fair Market Value or at its par value, but subject during specified periods of time to such restrictions on
its transferability and repurchase rights as are expressed in the Award and as may constitute a substantial
condition of forfeiture while in effect.
Stock Bonuses: A Stock Bonus is the issuance or delivery of unrestricted or restricted shares of Common Stock
under the Plan as a bonus for services rendered or to be rendered in the employ of the Company or Subsidiary.
(b) An Award may consist of one such arrangement or benefit or two or more of them in tandem or in t