10,954,570 Shares of TransDigm Group Incorporated Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2006 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
Credit Suisse Securities (USA) LLC Lehman Brothers Inc. Goldman, Sachs & Co. Banc of America Securities LLC UBS Securities LLC
FORM OF OPTION AGREEMENTForm of Option Agreement • March 13th, 2006 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware
TransDigm Group Incorporated (the “Company”), pursuant to its Stock Incentive Plan (the “Plan”), hereby grants to the Holder Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
