Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 2.63M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 31K
11: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 118K
12: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 43K
13: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 86K
14: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 31K
15: EX-3.14 Articles of Incorporation/Organization or Bylaws HTML 86K
16: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 38K
17: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 33K
18: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 34K
19: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 66K
20: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 51K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 98K
21: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 54K
22: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 52K
23: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 97K
24: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 42K
25: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 37K
26: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 38K
27: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 46K
28: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 48K
29: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 50K
30: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 65K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 51K
5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 49K
6: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 40K
7: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 79K
8: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 44K
9: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 86K
10: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 43K
31: EX-10.1 Material Contract HTML 41K
32: EX-10.2 Material Contract HTML 41K
33: EX-10.3 Material Contract HTML 38K
34: EX-22 Published Report re: Matters Submitted to a Vote HTML 73K
of Security Holders
35: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
36: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
37: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
38: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
44: R1 Document and Entity Information HTML 86K
45: R2 Condensed Consolidated Balance Sheets HTML 145K
46: R3 Condensed Consolidated Balance Sheets HTML 39K
Parenthetical
47: R4 Condensed Consolidated Statements of Income HTML 130K
48: R5 Condensed Consolidated Statements of Comprehensive HTML 78K
Income
49: R6 Condensed Consolidated Statements of Changes in HTML 195K
Stockholders' Deficit
50: R7 Condensed Consolidated Statement of Cash Flows HTML 151K
51: R8 Description of the Business HTML 35K
52: R9 Unaudited Interim Financial Information HTML 34K
53: R10 Acquisitions and Divestitures HTML 86K
54: R11 Recent Accounting Pronouncements HTML 45K
55: R12 Revenue Recognition HTML 56K
56: R13 Earnings Per Share HTML 64K
57: R14 Stock Repurchase Program HTML 34K
58: R15 Inventories HTML 41K
59: R16 Intangible Assets HTML 78K
60: R17 Debt HTML 108K
61: R18 Income Taxes HTML 38K
62: R19 Fair Value Measurements HTML 89K
63: R20 Derivatives and Hedging Activities HTML 70K
64: R21 Segments HTML 110K
65: R22 Retirement Plans HTML 68K
66: R23 Accumulated Other Comprehensive Loss HTML 66K
67: R24 Leases HTML 146K
68: R25 Commitments and Contingencies HTML 37K
69: R26 Subsequent Event HTML 33K
70: R27 Acquisitions and Divestitures (Tables) HTML 74K
71: R28 Revenue Recognition (Tables) HTML 45K
72: R29 Earnings Per Share (Tables) HTML 63K
73: R30 Inventories (Tables) HTML 41K
74: R31 Intangible Assets (Tables) HTML 82K
75: R32 Debt (Tables) HTML 98K
76: R33 Fair Value Measurements (Tables) HTML 85K
77: R34 Derivatives and Hedging Activities (Tables) HTML 63K
78: R35 Segments (Tables) HTML 105K
79: R36 Retirement Benefits (Tables) HTML 63K
80: R37 Accumulated Other Comprehensive Loss (Tables) HTML 68K
81: R38 Leases (Tables) HTML 105K
82: R39 DESCRIPTION OF THE BUSINESS - Narratives (Details) HTML 32K
83: R40 ACQUISITIONS AND DIVESTITURES - Narratives HTML 99K
(Details)
84: R41 ACQUISITIONS AND DIVESTITURES - Allocation of HTML 70K
Estimated Fair Value of Assets Acquired and
Liabilities Assumed (Details)
85: R42 ACQUISITIONS AND DIVESTITURES - Allocation of HTML 115K
Estimated Fair Value of Assets Acquired and
Liabilities Assumed - CAC Acquisition (Details)
86: R43 REVENUE RECOGNITION - Contract Assets and HTML 58K
Liabilities (Details)
87: R44 REVENUE RECOGNITION - Allowance for Credit Losses HTML 33K
(Details)
88: R45 EARNINGS PER SHARE - Computation of Basic and HTML 71K
Diluted EPS (Two-Class Method) (Details)
89: R46 Stock Repurchase Program (Details) HTML 44K
90: R47 INVENTORIES - Schedule of Inventories (Details) HTML 44K
91: R48 INTANGIBLE ASSETS - Intangible Assets Subject to HTML 62K
Amortization (Details)
92: R49 INTANGIBLE ASSETS - Finite-Lived and HTML 50K
Indefinite-Lived Intangible Assets Acquired as
Part of Business Combination (Details)
93: R50 INTANGIBLE ASSETS - Summary of Changes in Carrying HTML 52K
Value of Goodwill (by Segment) (Details)
94: R51 INTANGIBLE ASSETS - Aggregate Amortization Expense HTML 34K
on Identifiable Intangible Assets (Details)
95: R52 DEBT - Schedule of Debt (Details) HTML 134K
96: R53 DEBT - Additional Debt Instruments (Details) HTML 49K
97: R54 INCOME TAXES - Narratives (Details) HTML 41K
98: R55 FAIR VALUE MEASUREMENTS - Carrying Amounts and HTML 123K
Fair Values of Financial Instruments (Details)
99: R56 DERIVATIVES AND HEDGING ACTIVITIES - Summary of HTML 65K
Outstanding Interest Rate Swap and Cap Agreements
(Details)
100: R57 DERIVATIVES AND HEDGING ACTIVITIES - Summary of HTML 44K
Balance Sheet Presentation of Derivative Assets
and Liabilities (Details)
101: R58 DERIVATIVES AND HEDGING ACTIVITIES - Narratives HTML 66K
(Details)
102: R59 SEGMENTS - Narratives (Details) HTML 32K
103: R60 SEGMENTS - Schedule of Net Sales by Reportable HTML 59K
Segment (Details)
104: R61 SEGMENTS - Reconciliation of EBITDA Defined by HTML 72K
Segment to Consolidated Income from Continuing
Operations Before Income Taxes (Details)
105: R62 SEGMENTS - Schedule of Total Assets by Segment HTML 49K
(Details)
106: R63 RETIREMENT PLANS - Components of Net Periodic HTML 71K
Pension (Benefit) Cost (Both US and Non-US Plans)
(Details)
107: R64 ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of HTML 91K
Accumulated Other Comprehensive Loss, Net of Taxes
(Details)
108: R65 ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of HTML 34K
Amounts Recognized in Other Comprehensive Loss
(Details)
109: R66 ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of HTML 47K
Amounts Recognized in Other Comprehensive Income
(Loss) (Details)
110: R67 LEASES - Components of Lease Expense (Details) HTML 50K
111: R68 LEASES - Supplemental Cash Flow Information HTML 42K
Related To Leases (Details)
112: R69 LEASES - Supplemental Balance Sheet Information HTML 69K
Related to Leases, Including the Remaining Lease
Term and Weighted Average Discount Rates (Details)
113: R70 LEASES - Maturities Schedule of Operating and HTML 73K
Financing Leases (Details)
114: R71 COMMITMENTS AND CONTINGENCIES - Narratives HTML 32K
(Details)
115: R72 Subsequent Event (Details) HTML 36K
118: XML IDEA XML File -- Filing Summary XML 172K
116: XML XBRL Instance -- tdg-20220702_htm XML 3.08M
117: EXCEL IDEA Workbook of Financial Reports XLSX 168K
40: EX-101.CAL XBRL Calculations -- tdg-20220702_cal XML 204K
41: EX-101.DEF XBRL Definitions -- tdg-20220702_def XML 719K
42: EX-101.LAB XBRL Labels -- tdg-20220702_lab XML 1.68M
43: EX-101.PRE XBRL Presentations -- tdg-20220702_pre XML 1.09M
39: EX-101.SCH XBRL Schema -- tdg-20220702 XSD 188K
119: JSON XBRL Instance as JSON Data -- MetaLinks 428± 659K
120: ZIP XBRL Zipped Folder -- 0001260221-22-000053-xbrl Zip 763K
2006 STOCK INCENTIVE PLAN DIVIDEND EQUIVALENT PLAN
Section 1. PURPOSE
The purpose of this Plan is to provide certain participants in the Company’s 2006 Stock Incentive Plan with the right to receive dividend equivalent payments in the event that a dividend
is declared by the Company in connection with a recapitalization or a similar corporate event.
Section 2. DEFINITIONS
(a) “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Section 424(e) and (f), respectively, of the Code.
(b) “Board” means the Board of Directors of the Company.
(c) “Code”
means the Internal Revenue Code of 1986, as amended.
(d) “Committee” means the Compensation Committee of the Board.
(e) “Company” means TransDigm Group Incorporated, a Delaware corporation.
(f) “Corporate Transaction” means a transaction that qualifies as a “corporate transaction” for purposes of Treasury Regulation Section 1.409A-1(b)(5)(v)(D).
(g) “Option” means an option to purchase common stock of the Company under the 2006 Stock Incentive Plan.
(h) “Participant”
means a person or entity to whom an Option is granted pursuant to the 2006 Stock Incentive Plan or, if applicable, such other person or entity who holds an outstanding Option.
(i) “Plan” means the TransDigm Group Incorporated Dividend Equivalent Plan, as the same may be amended from time to time.
(j) “2006 Stock Incentive Plan” means the TransDigm Group Incorporated 2006 Stock Incentive Plan, as the same may be amended from time to time.
Section 3. ADMINISTRATION
(a) General. The Plan shall be administered by the Committee.
(b) Powers of the Committee.
Subject to the provisions of the Plan, the Committee shall have sole authority, in its absolute discretion: (i) to construe and interpret the Plan, and to establish, amend and revoke rules and regulations for its administration; (ii) to amend the Plan as provided in Section 5(a); and (iii) to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan. Notwithstanding any other provision of the Plan, any action required or permitted to be taken by the Committee may be taken by the Board.
(c) Committee Determinations. All determinations, interpretations and constructions made by the Committee in good faith shall not be subject to review by any person or entity and
shall be final, binding and conclusive on all persons and entities.
Section 4. PAYMENT OF DIVIDEND EQUIVALENT
(a) Dividend Equivalents. In the event that the Company declares a dividend on common stock of the Company, Participants shall be eligible to receive a cash dividend equivalent payment or a reduction of the exercise price of unvested Options as follows:
(i) Vested Options. Participants who hold vested Options on the
record date with respect to any such dividend shall be eligible to receive a cash dividend equivalent payment equal to the amount that such Participant would otherwise have been entitled to receive had his or her vested Option been fully exercised
immediately prior to such record date. The cash dividend equivalent payment shall be paid to Participants eligible for such payments under this Section 4(a)(i) no later than the later of (A) December 31 of the year in which the dividend is declared or (B) two and one-half (2 1/2) months following end of the calendar month in which the dividend is declared by the Company dividend is declared by the Company in accordance with
this Section 4(a).
1
(ii) Unvested Options. In the event that the Company declares such dividend, Participants who hold unvested Options on the record date with respect to such dividend shall be eligible to receive a cash dividend equivalent payment equal to the amount that such Participant would otherwise have been entitled to receive had his or her unvested Option been fully vested and exercised immediately prior to such record date; provided that such cash dividend equivalent amount shall not be paid to any such Participant until the date such Option vests pursuant to the terms set forth in such Participant’s
applicable Option agreement and no later than two and one-half (2 1/2) months following the calendar year in which the Option vests. In no event shall a cash dividend equivalent payment be tied to or otherwise dependent upon the exercise of an Option.
(b) Taxes. Dividend equivalent payments made in accordance with subsection (a) shall be subject to withholding of all applicable taxes.
(c) Section 409A. The dividend equivalent payments made in accordance with subsection (a) are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any
dividend equivalent payments may be subject to Section 409A of the Code, the Committee may adopt such amendments to the Plan or take any other actions that the Committee determines are necessary or appropriate to (i) exempt such dividend equivalent payment from Section 409A of the Code or (ii) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any dividend equivalent payments are deemed to be subject to Section 409A of the Code, the Plan will be interpreted to comply with Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder.
Section 5. MISCELLANEOUS
(a) Amendment of Plan. The Committee at any time, and from time to time, may amend the Plan.
(b) Termination
or Suspension of the Plan. The Committee may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the first business day following the later to occur of (i) the date on which the 2006 Stock Incentive Plan is terminated, or (ii) the date on which no Options are outstanding under the 2006 Stock Incentive Plan.
(c) Effective Date of the Plan. The Plan shall be effective as of October 1, 2008. This Fourth Amended and Restated Plan shall be effective as of July 27, 2022.
(d) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference
to the principles of conflicts of laws thereof.
(e) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than himself.
(f) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
2
Dates Referenced Herein and Documents Incorporated by Reference
