0001157523-14-000759 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2014 • B/E Aerospace Inc • Public bldg & related furniture • Florida

This Employment Agreement (this “Agreement”) is entered into as of July 13, 2012, by and between BE Aerospace, Inc., a Delaware corporation (the "Company"), and Eric J. Wesch (the "Executive").

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STANDARD FORM OF TIME AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT] BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 24th, 2014 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of _______________ __, 20__ (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”).

RECITALS
Employment Agreement • February 24th, 2014 • B/E Aerospace Inc • Public bldg & related furniture

WHEREAS, the Executive and the Company entered into an Amended and Restated Employment Agreement dated July 29, 2013 (the “Amended and Restated Agreement”);

CONSULTING AGREEMENT
Consulting Agreement • February 24th, 2014 • B/E Aerospace Inc • Public bldg & related furniture • Florida

This CONSULTING AGREEMENT (this “Agreement”) between B/E Aerospace, Inc., through its Consumables Management Segment (“BEA”) and Richard M. Sharpe (“Consultant”) is entered into and effective as of December 10, 2013, 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:

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Award Agreement • February 24th, 2014 • B/E Aerospace Inc • Public bldg & related furniture • Delaware

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 15, 2013 (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), Thomas P. McCaffrey (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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