-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AwihNy+7tfXc12vftQcAF44VLGmCRIe9ckLiHOoJIS6gJ0UlzNqrEpHqC0IWWy9d FNe2Jcuwut0dQGGNhs/WhQ== 0000947871-05-000841.txt : 20050422 0000947871-05-000841.hdr.sgml : 20050422 20050422124442 ACCESSION NUMBER: 0000947871-05-000841 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050124 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BE AEROSPACE INC CENTRAL INDEX KEY: 0000861361 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 061209796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 05766632 BUSINESS ADDRESS: STREET 1: 1400 CORPORATE CTR WY CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: 5617915000 MAIL ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: BE AVIONICS INC DATE OF NAME CHANGE: 19920608 8-K 1 f8k_042105-2.txt CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2005 B/E AEROSPACE, INC. (Exact name of Registrant as specified in its charter) Delaware 1-10777 13-3621676 (State of incorporation) (Commission file number) (I.R.S. employer identification no.) 1400 Corporate Center Way, Wellington, Florida, 33414 (Address of principal executive offices) (Zip Code) (212) 668-0340 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) ================================================================================ Item 1.01. Entry into a Material Definitive Agreement. At its meetings on April 18, 2005, the Stock Option and Compensation Committee (the "Committee") of B/E Aerospace, Inc. (the "Company") approved the 2005 B/E Aerospace Group Executive Incentive Plan (the "Plan") under which the Company's Chairman, President and Chief Executive Officer, Chief Financial Officer and Senior Vice President of Administration and other Vice Presidents (including all of named executive officers) are eligible to receive bonuses with respect to calendar year 2005. The Plan is intended to encourage significant contributions to the success of the Company and the 2005 bonuses are based upon the achievement of certain pre-established financial performance measures relating to the Company or the participant's segment (as appropriate). The Plan utilizes four operating performance measures, which are weighted as follows: --------------------------------------------------------------------- Performance Measure Percent of Bonus --------------------------------------------------------------------- EBIT 30% --------------------------------------------------------------------- Operating Cash Flow of the Company 40% (EBITDA plus or minus the change in working capital (exclusive of cash) less capital expenditures) or Return on Net Tangible Assets of the Distribution Segment (EBIT divided by the sum of total assets, less cash, less intangible assets, less third party liabilities) --------------------------------------------------------------------- Revenues 10% --------------------------------------------------------------------- Gross Margin 20% --------------------------------------------------------------------- The 2005 targets for each performance measure were established by the Committee. The target bonus payable to any participant under the Plan is 80-100% of the participant's base salary (depending on the participant's title) and is based upon both (i) the achievement of the target performance measures by the Company or the participant's segment (as appropriate) and (ii) the participant's contribution to the attainment of the performance measures. In general, no payments will be made under the Plan with respect to a particular performance measure unless the Company or the participant's segment (as appropriate) exceeds 90% of the targets for the applicable performance measure. A participant may, however, obtain a bonus with respect to one performance measure even if not all performance measure targets are attained. If the Company or the participant's segment (as appropriate) equals or exceeds the target performance measures, the participant will be eligible to receive up to an additional 20% of his or her base salary resulting in a maximum bonus of up to 120% of the participant's base salary. At the end of the year, the Chairman, President and Chief Executive Officer, and Chief Financial Officer and Senior Vice President of Administration will review the attainment of the business goals and objectives and recommend bonus payouts to the Committee for its approval. The Committee has the authority to reduce or increase, the amount of the bonuses earned under the Plan in its sole discretion, subject to the maximum bonus limitations set forth above. Awards are distributed as soon as practicable after the close of the fiscal year. Participants must be actively employed by the Company or its subsidiaries on the date of payment to be eligible to receive an award under the Plan. Item 9.01. Exhibits. (c) Exhibits 10.1 B/E Aerospace Group Executive Incentive Plan Chairman, CEO, SR. VP's - FY - 2005 10.2 B/E Aerospace Group Executive Incentive Plan Group Vice President - Distribution Business FY 2005 10.3 B/E Aerospace Group Executive Incentive Plan Group Vice Presidents - FY - 2005 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------ ---------------------- 10.1 B/E Aerospace Group Executive Incentive Plan Chairman, CEO, SR. VP's - FY 2005 10.2 B/E Aerospace Group Executive Incentive Plan Group Vice President - Distribution Business FY - 2005 10.3 B/E Aerospace Group Executive Incentive Plan Group Vice Presidents - FY - 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BE Aerospace, Inc. Dated: April 22, 2005 By: /s/ Thomas P. McCaffrey --------------------------- Thomas P. McCaffrey Senior Vice President of Administration and Chief Financial Officer EX-10.1 2 ex10-1.txt INCENTIVE PLAN, CHAIRMAN, CEO, SR. VPS Exhibit 10.1 B/E AEROSPACE GROUP EXECUTIVE INCENTIVE PLAN CHAIRMAN, CEO, SR. VP'S - FY 2005 Purpose The purpose of the plan is to encourage significant contributions to the success of the respective Groups and Corporation. Eligibility The Board of Directors will determine participation in the Plan. It will include the Chairman, CEO, and Sr. Vice Presidents (CAPG and CFO). The Company's Vice President of Human Resources will ensure consistent eligibility requirements and administration throughout the corporation. Definitions The Threshold is 90% of the planned metric (EBIT, operating cash flow, revenues and gross margin). Each metric accounts for a percentage of your incentive compensation as stated below and may be achieved independent of the other metrics. Your maximum incentive compensation is 100% of base salary split among the four performance metrics as weighted below. The actual amount of incentive compensation will be based upon achievement of the performance metrics and your contribution to the stated objectives. Performance Metrics During 2005, we will use four operating performance measures which are weighted as follows: 1) earnings before interest and taxes (EBIT)-30% of bonus, 2) operating cash flow which is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) plus or minus the change in working capital (exclusive of cash) less capital expenditures-40% of bonus, 3) revenues-10% of bonus, and 4) gross margin-20% of bonus. Each performance measure will be evaluated independent of the other metrics. Allocation of Incentive Awards Business goals and objectives will be established for the Corporation and the Group/Business Units at the beginning of the fiscal year. These goals and objectives will be reviewed and submitted for approval by the President and Chief Executive Officer and Chairman to the Board of Directors' Compensation Committee. The amount of the incentive award will be expressed as a percentage of base salary as of the last day of the fiscal year. The participant's recommended award, if any, shall be directly correlated to the participant's individual effect on the achievement of the business goals and objectives specified in this plan. For example, individuals with outstanding performance are eligible to receive the maximum award; those whose performance is less than satisfactory may receive little or no award. Page 1 of 5 A kicker award of 20% (paid upon exceeding the corporate targets and metrics) will increase the total potential award up to 120%. Measurements The goals and objectives are based upon achieving EBIT, operating cash flow, revenues and gross margin targets at the Site level. Site awards are based on site performance independent of group or corporate performance. If the Site and the Group meet or exceed their plans, the participants will be entitled to up to an additional 20% of base salary. While the Board of Directors may make certain exceptions, in order for an individual to receive any payout under this plan, the site must exceed 90% of its planned EBIT, operating cash flow, revenues and gross margin targets in order to receive a bonus. Awards will be expressed as a percentage of base salary. Measurement Perspective Incentive compensation will be awarded on the following basis for each of the four metrics. Each must be calculated separately. The total awarded is the sum of the four metrics pursuant to the table below: EBIT Percentage of base ---- ------------------ Percentage of plan realized Bonus ---------------------------------------- ------------------ 90% 0% 91% 3% 92% 6% 93% 9% 94% 12% 95% 15% 96% 18% 97% 21% 98% 24% 99% 27% 100% 30% Page 2 of 5 OPERATING CASH FLOW Percentage of base ------------------- ---------------------------- Percentage of plan realized Bonus ---------------------------------------- ---------------------------- 90% 0% 91% 4% 92% 8% 93% 12% 94% 16% 95% 20% 96% 24% 97% 28% 98% 32% 99% 36% 100% 40% REVENUES Percentage of base -------- -------------------------- Percentage of plan realized Bonus ------------------------------------------- -------------------------- 90% 0% 91% 1% 92% 2% 93% 3% 94% 4% 95% 5% 96% 6% 97% 7% 98% 8% 99% 9% 100% 10% Page 3 of 5 GROSS MARGIN Percentage of base ------------ -------------------------- Percentage of plan realized Bonus ------------------------------------ -------------------------- 90% 0% 91% 2.0% 92% 4.0% 93% 6.0% 94% 8.0% 95% 10.0% 96% 12.0% 97% 14.0% 98% 16.0% 99% 18.0% 100% 20.0% Administration of the Plan The Chairman, the President and Chief Executive Officer and the Corporate Sr. Vice President of Administration and Chief Financial Officer will review attainment of the business plan goals and objectives at the close of the fiscal year. Awards will be distributed as soon as practicable after the close of the fiscal year. Participants in the plan who enter after the start of the fiscal year may receive a prorated award. Exceptions and adjustments may be made at the discretion of the President and Chief Executive Officer and Chairman to the Board of Directors' Compensation Committee. Employee Benefits, Taxes and Deductions Awards paid under this plan are subject to applicable taxes, withholding as required by law, 401(k) contributions and other payroll deductions. Transfer or Change of Assignment A participant transferring into or out of qualifying positions during the fiscal year may receive a prorated award based on a share of time spent in the qualifying assignment. Eligibility requirements must be met. Termination of Employment Any participant who resigns or is dismissed from employment with B/E Aerospace, Inc., or who is not on the active payroll at the time of the award payments, will not be eligible for an award. Page 4 of 5 Nothing in the plan will be construed to give any employee any right to continue in the employment of the company or to continue on any assignment. Further, nothing in this plan will interfere in any way with the right of the company or the right of the responsible manager to terminate the employment of any employee affected by this plan at any time. Page 5 of 5 EX-10.2 3 ex10-2.txt INCENTIVE PLAN, GROUP VICE PRESIDENT Exhibit 10.2 B/E AEROSPACE GROUP EXECUTIVE INCENTIVE PLAN GROUP VICE PRESIDENT - Distribution Business FY 2005 Purpose The purpose of the plan is to encourage significant contributions to the success of the respective Groups and Corporation. Eligibility The President and Chief Executive Officer, Sr. Vice President of Administration and Chief Financial Officer, and the Company's Vice President of Human Resources will determine participation in the Plan. It will include the Group Vice President and General Manager of the Distribution Business. The Company's Vice President of Human Resources will ensure consistent eligibility requirements and administration. Definitions The Threshold is 90% of the planned metric (EBIT, return on net tangible assets, revenues and gross margin). Each metric accounts for a percentage of your incentive compensation as stated below and may be achieved independent of the other metrics. Your maximum incentive compensation is 80% of base salary split among the four performance metrics as weighted below. The actual amount of incentive compensation will be based upon achievement of the performance metrics and your contribution to the stated objectives. Performance Metrics During 2005, we will use four operating performance measures which are weighted as follows: 1) earnings before interest and taxes (EBIT)-30% of bonus, 2) return on net tangible assets which is defined as the product determined by dividing EBIT by the sum of total assets, less cash, less intangible assets, less total third party liabilities (exclusive of inter-company balances)-40% of bonus, 3) revenues-10% of bonus, and 4) gross margin-20% of bonus. Each performance measure will be evaluated independent of the other metrics. Allocation of Incentive Awards Business goals and objectives will be established for the Corporation and the Group/Business Units at the beginning of the fiscal year. These goals and objectives will be reviewed and submitted for approval by the President and Chief Executive Officer and Chairman to the Board of Directors' Compensation Committee. The amount of the incentive award will be expressed as a percentage of base salary as of the last day of the fiscal year. Page 1 of 5 The participant's recommended award, if any, shall be directly correlated to the participant's individual effect on the achievement of the business goals and objectives specified in this plan. For example, individuals with outstanding performance are eligible to receive the maximum award; those whose performance is less than satisfactory may receive little or no award. A kicker award of 20% (paid upon exceeding the corporate targets and metrics) will increase the total potential award up to 100%. Measurements The goals and objectives are based upon achieving EBIT, return on net tangible assets, revenues and gross margin targets. Awards are based performance independent of corporate performance. While the Board of Directors may make certain exceptions, in order for an individual to receive any payout under this plan, the distribution business must exceed 90% of its planned EBIT, return on net tangible assets, revenues and gross margin targets in order to receive a bonus. Awards will be expressed as a percentage of base salary. Measurement Perspective Incentive compensation will be awarded on the following basis for each of the four metrics. Each must be calculated separately. The total awarded is the sum of the four metrics pursuant to the table below: EBIT Percentage of base ---- -------------------------- Percentage of plan realized Bonus --------------------------------------- -------------------------- 90% 0% 91% 2.4% 92% 4.8% 93% 7.2% 94% 9.6% 95% 12.0% 96% 14.4% 97% 16.8% 98% 18.2% 99% 21.6% 100% 24.0% Page 2 of 5 RETURN ON NET TANGIBLE ASSETS Percentage of base ------------------- ----------------------------- Percentage of plan realized Bonus ----------------------------------------- ----------------------------- 90% 0 % 91% 3.2% 92% 6.4% 93% 9.6% 94% 12.8% 95% 16.0% 96% 19.2% 97% 22.4% 98% 25.6% 99% 28.8% 100% 32.0% REVENUES Percentage of base -------- ------------------------ Percentage of plan realized Bonus ---------------------------------------- ------------------------ 90% 0% 91% .8% 92% 1.6% 93% 2.4% 94% 3.2% 95% 4.0% 96% 4.8% 97% 5.6% 98% 6.4% 99% 7.2% 100% 8.0% Page 3 of 5 GROSS MARGIN Percentage of base ------------ --------------------------- Percentage of plan realized Bonus ------------------------------- --------------------------- 90% 0% 91% 1.6% 92% 3.2% 93% 4.8% 94% 6.4% 95% 8.0% 96% 9.6% 97% 11.2% 98% 12.8% 99% 14.4% 100% 16.0% Administration of the Plan The President and Chief Executive Officer and the Sr. Vice President of Administration and Chief Financial Officer will review attainment of the business plan goals and objectives at the close of the fiscal year. Awards will be distributed as soon as practicable after the close of the fiscal year. Participants in the plan who enter after the start of the fiscal year may receive a prorated award. Exceptions and adjustments may be made at the discretion of the President and Chief Executive Officer and Chairman to the Board of Directors' Compensation Committee. Employee Benefits, Taxes and Deductions Awards paid under this plan are subject to applicable taxes, withholding as required by law, 401(k) contributions and other payroll deductions. Transfer or Change of Assignment A participant transferring into or out of qualifying positions during the fiscal year may receive a prorated award based on a share of time spent in the qualifying assignment. Eligibility requirements must be met. Page 4 of 5 Termination of Employment Any participant who resigns or is dismissed from employment with B/E Aerospace, Inc., or who is not on the active payroll at the time of the award payments, will not be eligible for an award. Nothing in the plan will be construed to give any employee any right to continue in the employment of the company or to continue on any assignment. Further, nothing in this plan will interfere in any way with the right of the company or the right of the responsible manager to terminate the employment of any employee affected by this plan at any time. Page 5 of 5 EX-10.3 4 ex10-3.txt INCENTIVE PLAN, GROUP VICE PRESIDENTS Exhibit 10.3 B/E AEROSPACE GROUP EXECUTIVE INCENTIVE PLAN GROUP VICE PRESIDENTS - FY 2005 Purpose The purpose of the plan is to encourage significant contributions to the success of the respective Groups and Corporation. Eligibility The President and Chief Executive Officer, Sr. Vice President of Administration and Chief Financial Officer, and the Company's Vice President of Human Resources will determine participation in the Plan. It will include all Group Vice Presidents and General Managers reporting to the President/CEO. The Company's Vice President of Human Resources will ensure consistent eligibility requirements and administration throughout the corporation. Definitions The Threshold is 90% of the planned metric (EBIT, operating cash flow, revenues and gross margin). Each metric accounts for a percentage of your incentive compensation as stated below and may be achieved independent of the other metrics. Your maximum incentive compensation is 80% of base salary split among the four performance metrics as weighted below. The actual amount of incentive compensation will be based upon achievement of the performance metrics and your contribution to the stated objectives. Performance Metrics During 2005, we will use four operating performance measures which are weighted as follows: 1) earnings before interest and taxes (EBIT)-30% of bonus, 2) operating cash flow which is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) plus or minus the change in working capital (exclusive of cash) less capital expenditures-40% of bonus, 3) revenues-10% of bonus, and 4) gross margin-20% of bonus. Each performance measure will be evaluated independent of the other metrics. Allocation of Incentive Awards Business goals and objectives will be established for the Corporation and the Group/Business Units at the beginning of the fiscal year. These goals and objectives will be reviewed and submitted for approval by the President and Chief Executive Officer and Chairman to the Board of Directors' Compensation Committee. The amount of the incentive award will be expressed as a percentage of base salary as of the last day of the fiscal year. Page 1 of 5 The participant's recommended award, if any, shall be directly correlated to the participant's individual effect on the achievement of the business goals and objectives specified in this plan. For example, individuals with outstanding performance are eligible to receive the maximum award; those whose performance is less than satisfactory may receive little or no award. A kicker award of 20% (paid upon exceeding the corporate targets and metrics) will increase the total potential award up to 100%. Measurements The goals and objectives are based upon achieving EBIT, operating cash flow, revenues and gross margin targets at the Group level. Group awards are based on Group performance independent of corporate performance. If the Group meets or exceed its plans, the participants will be entitled to up to an additional 20% of base salary. While the Board of Directors may make certain exceptions, in order for an individual to receive any payout under this plan, the site must exceed 90% of its planned EBIT, operating cash flow, revenues and gross margin targets in order to receive a bonus. Awards will be expressed as a percentage of base salary. Measurement Perspective Incentive compensation will be awarded on the following basis for each of the four metrics. Each must be calculated separately. The total awarded is the sum of the four metrics pursuant to the table below: EBIT Percentage of base ---- ----------------------------- Percentage of plan realized Bonus -------------------------------------- ----------------------------- 90% 0% 91% 2.4% 92% 4.8% 93% 7.2% 94% 9.6% 95% 12.0% 96% 14.4% 97% 16.8% 98% 18.2% 99% 21.6% 100% 24.0% Page 2 of 5 OPERATING CASH FLOW Percentage of base ------------------- ------------------------- Percentage of plan realized Bonus ----------------------------------------- ------------------------- 90% 0% 91% 3.2% 92% 6.4% 93% 9.6% 94% 12.8% 95% 16.0% 96% 19.2% 97% 22.4% 98% 25.6% 99% 28.8% 100% 32.0% REVENUES Percentage of base -------- ------------------------- Percentage of plan realized Bonus ----------------------------------------------- ------------------------- 90% 0% 91% .8% 92% 1.6% 93% 2.4% 94% 3.2% 95% 4.0% 96% 4.8% 97% 5.6% 98% 6.4% 99% 7.2% 100% 8.0% Page 3 of 5 GROSS MARGIN Percentage of base ------------ ------------------------- Percentage of plan realized Bonus ---------------------------------- -------------------------- 90% 0% 91% 1.6% 92% 3.2% 93% 4.8% 94% 6.4% 95% 8.0% 96% 9.6% 97% 11.2% 98% 12.8% 99% 14.4% 100% 16.0% Administration of the Plan The President and Chief Executive Officer and the Sr. Vice President of Administration and Chief Financial Officer will review attainment of the business plan goals and objectives at the close of the fiscal year. Awards will be distributed as soon as practicable after the close of the fiscal year. Participants in the plan who enter after the start of the fiscal year may receive a prorated award. Exceptions and adjustments may be made at the discretion of the President and Chief Executive Officer and Chairman to the Board of Directors' Compensation Committee. Employee Benefits, Taxes and Deductions Awards paid under this plan are subject to applicable taxes, withholding as required by law, 401(k) contributions and other payroll deductions. Transfer or Change of Assignment A participant transferring into or out of qualifying positions during the fiscal year may receive a prorated award based on a share of time spent in the qualifying assignment. Eligibility requirements must be met. Page 4 of 5 Termination of Employment Any participant who resigns or is dismissed from employment with B/E Aerospace, Inc., or who is not on the active payroll at the time of the award payments, will not be eligible for an award. Nothing in the plan will be construed to give any employee any right to continue in the employment of the company or to continue on any assignment. Further, nothing in this plan will interfere in any way with the right of the company or the right of the responsible manager to terminate the employment of any employee affected by this plan at any time. Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----