Vice President-finance Employment Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT



This Amended and Restated Employment Agreement (this " Agreement ") is made as of this 9 th . day of December, 2008, by and between BE Aerospace, Inc., a Delaware corporation (the " Company ") and Stephen R. Swisher (the " Employee ").



RECITALS



WHEREAS, the Company wishes to employ the Employee and the Employee wishes to accept such employment on the terms and conditions hereafter set forth; and



WHEREAS, the Company wishes to make secure for itself the experience, abilities and services of the Employee and to prevent the loss of such experience, services and abilities; and



WHEREAS, the Employee has successfully completed drug/substance abuse testing, and the Company has received the results of such testing;



NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby agree as follows:



l. Employment . The Company shall employ the Employee, and the Employee shall perform services for and continue in the employment of the Company, for an initial period of one (1) year commencing on July 1, 1998, and ending on June 30, 1999, whereupon the Employee's employment hereunder shall automatically be extended from year to year for additional one (1)-year periods on and after July 1, 1999, until either the Company or the Employee gives the other party at least thirty (30) days written notice prior to the then-applicable "Expiration Date" (as hereinafter defined of its or his desire to terminate this Agreement, unless the Employee's employment is terminated earlier pursuant to this Agreement as hereinafter set forth. For purposes of this Agreement (i) the term " Employment Period " shall mean the initial one (1) year period and all extensions thereof, if any, as aforesaid, and (ii) the term " Expiration Date " shall mean June 30 of either calendar year 1999 or any subsequent calendar year if the Employment Period is extended on and after July 1, 1999.



2. Position and Duties . The Employee shall serve the Company in the capacity of Vice President-Finance and Corporate Controller of the Company and, shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with this capacity, as may from time to time be prescribed by the Senior Vice President and Chief Financial Officer of the Company, or his designee. The Employee shall perform and discharge, faithfully, diligently and to the best of his ability, such powers, duties and responsibilities. The Employee shall devote all of his working time and efforts to the business and affairs of the Company.



3. Compensation .



(a) Salary . During the Employment Period, the Employee shall receive a salary (the " Salary ") payable at the rate of $272,506 per annum. Such rate may be adjusted from time to time by the Senior Vice President and Chief Financial Officer; provided , however , that it shall at no time be adjusted below the Salary then in effect. The Salary shall be payable biweekly or in accordance with the Company's current payroll practices, less all required deductions. The Salary shall be pro-rated for any period of service less than a full year.







(b) Incentive Bonus . During the Employment Period, the Employee may receive a performance bonus of up to eighty (80%) percent, as determined by the Company in its sole discretion. The incentive bonus shall be paid in accordance with Company policy but in no event later than March 15 th of the year following the year in which it is earned.



(c) Expenses . During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Company in accordance with the Company's policies in effect from time to time.



(d) Fringe Benefits . During the Employment Period, the Employee shall be entitled to participate in or receive benefits under any life or disability insurance, health, pension, retirement and accident plans or arrangements made generally available by the Company to its employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements in effect from time to time. In accordance with the Company's policies in effect from time to time, the Employee shall also be entitled to paid vacation in any fiscal year during the Employment Period as well as all paid holidays given by the Company to its employees.



4. Termination and Compensation Thereon .



(a) Termination Date . Subject to the terms and conditions of this Agreement, the Employee's employment pursuant to this Agreement may be terminated either by the Employee or the Company at any time and for any reason. The term " Termination Date " shall mean (i) if the Employee's employment is terminated (x) by his death, the date of his death; or (y) for any other reason, the date on which the Employee incurs a Separation from Service.



(b) Death . The Employee's employment hereunder shall terminate upon his death. In such event, the Company shall, within thirty (30) days following the date of death, pay to such person as the Employee shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump sum amount equal to the Salary (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.



(c) Incapacity . If, in the reasonable judgment of the President and Chief Operating Officer, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his full-time duties as described hereunder for the entire period of six (6) consecutive months (" Incapacity "), the Employee's employment shall terminate at the end of the six (6)-month period. In such event, upon the Termination Date, the Company shall pay to the Employee a lump sum payment equal to the Salary (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date. The lump sum payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Employee signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the pay ...