Form of Stock Option Award Agreement

STOCK OPTION AWARD AGREEMENT THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS STOCK OPTION AWARD AGREEMENT (hereinafter, the " Agreement" ) is made as of this ___day of , , by and between Goodrich Corporation, a New York corporation (the " Company" ), and (the " Optionee" ). For the 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, Optionee is employed by the Company or its subsidiaries, as defined in the Plan; and WHEREAS, the Company wishes to grant to Optionee an award of stock options 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 parties agree as follows: 1. Grant of Options . The Committee has granted to Optionee as of (the " Grant Date" ), options to purchase shares of common stock, par value $5.00 per share, of the Company (" Common Stock" ), upon the terms and conditions set forth in this Agreement and the Plan. The options granted under this Agreement are intended to be non-statutory stock options. If during the first year from the Effective Date and prior to the vesting of any such options, Optionee notifies the Company of Optionee' s intent to terminate employment with the Company (the " Notification Date" ) and Optionee shall be eligible for retirement as of such date of termination, then the number of unvested options shall be reduced, as of the Notification Date, by multiplying such number by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that Optionee has completed with the Company between the Grant Date and the Notification Date and the denominator shall be 12. For the purpose of this Section 1, Optionee shall be treated as being eligible for retirement if Optionee terminates employment with the Company at any time after Optionee is eligible for early retirement as provided under the terms of the Goodrich Corporation Employees' Pension Plan (or would be eligible for early retirement under such plan if Optionee was a participant in such plan or as provided in a subsidiary company' s salaried pension plan in the event Optionee' s pension benefits are received solely from the subsidiary' s plan) in effect at the time of such termination. 2. Exercise Price . The exercise price of the shares of Common Stock covered by the option shall be per share. This option price represents 100% of the Fair Market Value of the Common Stock on the date of grant, as calculated under the Plan. 3. Term of Option . The term of the options shall be ten (10) years from the date hereof, subject to earlier termination as provided in this Section 3. The date which is ten (10) years after the Grant Date shall be termed the " Expiration Date" .2008 (Executive)


4. Vesting of Options . The options granted hereunder will be deemed vested upon Optionee' s continued employment with the Company or one of the Company' s subsidiaries on the dates set forth in the following schedule: One (1) year from the Grant Date hereof 33 1/3 % of the optionsTwo (2) years from the Grant Date hereof 66 2/3 % of the optionsThree (3) years from the Grant Date hereof 100 % of the options 5. Post-Employment Exercise of Options . (a) If Optionee' s employment with the Company or a subsidiary terminates prior to the Expiration Date, and at such time the Optionee is eligible for retirement at the Normal Retirement Date or later, as defined in the Goodrich Corporation Employees' Pension Plan (or would be eligible for Normal Retirement under such plan if Optionee was a participant in such plan or as defined in a subsidiary company' s salaried pension plan in the event Optionee' s pension benefits are received solely from the subsidiary' s plan) in effect at the time of Optionee' s termination of employment, then all unvested options shall vest immediately upon such termination and Optionee' s privilege to purchase shares may be exercised by Optionee at any time but in no event later than either the date which is five (5) years after the date Optionee' s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate. (b) If Optionee' s employment with the Company or a subsidiary terminates prior to the Expiration Date, and at such time the Optionee is eligible for early retirement but has not yet reached the Optionee' s Normal Retirement Date, as such terms are defined in the Goodrich Corporation Employees' Pension Plan (or would be eligible for Early Retirement under such plan if Optionee was a participant in such plan or as defined in a subsidiary company' s salaried pension plan in the event Optionee' s pension benefits are received solely from the subsidiary' s plan) in effect at the time of Optionee' s termination of employment, then all unvested options shall continue to vest in accordance with Section 4 hereof, except as provided below, and Optionee' s privilege to purchase shares may be exercised by Optionee at any time but in no event later than either the date which is five (5) years after the date Optionee' s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate. Notwithstanding the preceding sentence, if within six (6) months after the Optionee' s date of termination and prior to the vesting of the options granted under this Agreement the Optionee directly, indirectly, or otherwise, owns, manages, operates, controls, serves as a consultant to, becomes employed by, participates in, or becomes connected, in any manner, with the ownership, management, operation or control of any business that competes with the Company or any of its affiliates, as determined by the Committee in its sole discretion, the Committee may, in its sole discretion, cancel the options granted under this Agreement that have not yet become vested. (c) If Optionee' s employment with the Company or a subsidiary terminates prior to the Expiration Date by reason of permanent and total disability, then all unvested options shall vest immediately upon such termination and Optionee' s privilege to purchase shares may be exe ...