0001157523-07-004886 Sample Contracts

STANDARD FORM OF RESTRICTED STOCK AWARD AGREEMENT] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 9th, 2007 • Be Aerospace Inc • Public bldg & related furniture • Delaware

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of ______________ (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

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FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR AMIN J. KHOURY] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 9th, 2007 • Be Aerospace Inc • Public bldg & related furniture • Delaware

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 15, 2006 (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Amin J. Khoury (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2007 • Be Aerospace Inc • Public bldg & related furniture • Florida

This Amended and Restated Employment Agreement (this “Agreement”) is made as of April 27, 2007 by and between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Thomas P. McCaffrey (“Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2007 • Be Aerospace Inc • Public bldg & related furniture • Florida

This Employment Agreement (this “Agreement”) is made as of this 27th day of April, 2007, by and between BE Aerospace, Inc., a Delaware corporation (the “Company”) and Michael B. Baughan (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2007 • Be Aerospace Inc • Public bldg & related furniture • Florida

This Amended and Restated Agreement (this “Agreement”) dated as of April 27, 2007, is between BE Aerospace, Inc., a Delaware corporation (the “Company”) and Amin J. Khoury (“Executive”).

FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR MICHAEL B. BAUGHAN] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Award Agreement • May 9th, 2007 • Be Aerospace Inc • Public bldg & related furniture • Delaware

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of _______________ (the “Date of Grant”) between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Michael B. Baughan (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

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