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 either (A) the then outstanding Shares of
common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute
a Change of Control: (A) any acquisition directly from the Company (other than by exercise of a conversion
privilege), (B) any acquisition by the Company