0001558370-16-003552 Sample Contracts

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of __________________ (the “Date of Grant”) between B/E 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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BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of ________________ (the “Date of Grant”) between B/E 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”).

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR THE EXECUTIVE CHAIRMAN OF THE COMPANY
Restricted Stock Unit Award Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of ________________ (the “Date of Grant”) between B/E 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”).

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of _____________________ (the “Date of Grant”) between B/E 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”).

CONSULTING AGREEMENT
Consulting Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

This CONSULTING AGREEMENT (this “Agreement”) between B/E Aerospace, Inc., through its Business Jet Segment, its parent, subsidiaries, and affiliates (“BEA”) and Wayne Exton (“Consultant”) is entered into and effective as of August 10, 2015, and sets forth the terms and conditions on which Consultant has agreed to provide certain services to BEA. In return for Consultant’s engagement by BEA, Consultant agrees as follows:

Fourth Amendment to Amended and Restated Employment Agreement
Employment Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture

This Fourth Amendment to Amended and Restated Employment Agreement (this “Fourth Amendment”), dated as of February 17, 2016, is made by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Ryan M. Patch (“Executive”), and amends that certain Amended and Restated Employment Agreement dated July 29, 2013 between the Company and Executive (as amended, the “Agreement”).

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of _________________ (the “Date of Grant”) between B/E 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”).

B/E Aerospace, Inc.
Post-Termination Consulting Agreement • February 25th, 2016 • B/E Aerospace Inc • Public bldg & related furniture

Reference is hereby made to your Amended and Restated Employment Agreement with B/E Aerospace, Inc. (the “Company”) dated September 15, 2014 (the “Employment Agreement”). Capitalized terms used herein but not otherwise defined will have the meanings attributed to such terms under the Employment Agreement.

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