RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (hereinafter, the “Agreement”) made as of
the _______ day of ___, _____, between Goodrich Corporation, a New York corporation (the “Company”),
and _______ (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall
have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation
Plan (as amended, the “Plan”), unless otherwise noted.
WHEREAS, the Employee is employed by the Company or its subsidiaries; and
WHEREAS, the Company wishes to grant an award of restricted stock units 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 Company and
the Employee agree as follows:
Three (3) years from the Effective Date — 50% of the Units
Four (4) years from the Effective Date — 75 % of the Units
Five (5) years from the Effective Date — 100% of the Units
Upon vesting, the Company shall either transfer physical possession of a stock certificate or certificates for
shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or
provide for book entry transfer of such shares to the Employee, subject to Sections 6 and 7 below.
(a) In the event of the Employee’s death, all unvested Units shall vest immediately to the Employee’s
beneficiary, as defined in Section 5, upon the Employee’s death. In the event of the Employee’s permanent and
total disability, as determined by the Committee, all unvested Units shall vest immediately upon such permanent
and total disability.
(b) In the event the Employee’s employment with the Company or a subsidiary of the Company terminates and
the Employee is eligible for Early