AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SCHNELLER HOLDINGS LLCLimited Liability Company Agreement • February 8th, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
The undersigned, being the sole member of Schneller Holdings LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company effective as of the 31st day of August, 2011. The Company was formed as a Delaware limited liability company on the 30th day of May, 2007, upon the filing of its Certificate of Formation with the Secretary of State of the State of Delaware.
FORM OF OPTION AGREEMENT (2012) STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • February 8th, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware
TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its 2006 Stock Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
