Exhibit 10(BB )
Form Of Management Continuity Agreement
Goodrich Corporation (“Goodrich”) entered into a Management Continuity Agreement identical to the form
attached hereto with each of the following Goodrich executive officers on the dates indicated. Each of the
agreements with the executive officers provides for a “Payment Period” (as defined in Section 3(c) of the
Management Continuity Agreement) of thirty-six (36) months.
MANAGEMENT CONTINUITY AGREEMENT
This Agreement dated as of this [ ] day of [ ] , 199 [ ] between [ ] (the “Executive”) and The
B.F. Goodrich Company, a New York corporation (the “Company”).
WHEREAS , the Executive and the Company desire to set forth certain compensation and benefits that the
Executive shall receive upon the happening of certain events affecting the Executive and the Company, and
NOW, THEREFORE , in consideration of the foregoing and the mutual promises herein contained, the
parties agree as follows:
1. Term . This Agreement shall commence on the date hereof and shall continue until the Date of
Termination as set forth in Section 8 hereof.
2. Period of Employment . Executive’s “Period of Employment” shall commence on the date on which a
Change in Control occurs and shall end on the date that is 24 months after the date on which such Change in
Control occurs. Notwithstanding the foregoing, however, Executive’s Period of Employment shall not extend
beyond any Mandatory Retirement Date (as hereinafter defined in Section 3) applicable to Executive.
3. Certain Definitions . For purposes of this Agreement:
(a) A “Change in Control” shall mean:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of