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Spirit AeroSystems Holdings, Inc. – ‘10-Q’ for 3/30/17 – ‘EX-10.3’

On:  Friday, 5/5/17, at 5:05pm ET   ·   For:  3/30/17   ·   Accession #:  1628280-17-5061   ·   File #:  1-33160

Previous ‘10-Q’:  ‘10-Q’ on 11/3/16 for 9/29/16   ·   Next:  ‘10-Q’ on 8/4/17 for 6/29/17   ·   Latest:  ‘10-Q’ on 5/7/24 for 3/28/24   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/05/17  Spirit AeroSystems Holdings, Inc. 10-Q        3/30/17   92:9.7M                                   Workiva Inc Wde… FA01/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    604K 
 2: EX-10.1     Material Contract                                   HTML     38K 
 3: EX-10.2     Material Contract                                   HTML     31K 
 4: EX-10.3     Material Contract                                   HTML     32K 
 5: EX-10.4     Material Contract                                   HTML     32K 
 6: EX-10.5     Material Contract                                   HTML     30K 
 7: EX-10.7     Material Contract                                   HTML     38K 
 8: EX-10.8     Material Contract                                   HTML     38K 
 9: EX-10.9     Material Contract                                   HTML     69K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
20: R1          Document and Entity Information                     HTML     54K 
21: R2          Consolidated Statements of Operations (Unaudited)   HTML     74K 
22: R3          Consolidated Statements of Comprehensive Income     HTML     43K 
                (Unaudited)                                                      
23: R4          Consolidated Statements of Comprehensive Income     HTML     28K 
                (Unaudited) (Parentheticals)                                     
24: R5          Consolidated Balance Sheets (Unaudited)             HTML    136K 
25: R6          Consolidated Balance Sheets (Unaudited)             HTML     44K 
                (Parenthetical)                                                  
26: R7          Consolidated Statements of Cash Flows (Unaudited)   HTML    121K 
27: R8          Organization and Basis of Interim Presentation      HTML     33K 
28: R9          Changes in Estimates                                HTML     55K 
29: R10         Accounts Receivable, net                            HTML     37K 
30: R11         Inventory                                           HTML     55K 
31: R12         Property, Plant and Equipment                       HTML     46K 
32: R13         Other Assets                                        HTML     54K 
33: R14         Advance Payments and Deferred Revenue/Credits       HTML     41K 
34: R15         Government Grants                                   HTML     31K 
35: R16         Fair Value Measurements                             HTML     58K 
36: R17         Derivative and Hedging Activities                   HTML     35K 
37: R18         Debt                                                HTML     54K 
38: R19         Pension and Other Post-Retirement Benefits          HTML     59K 
39: R20         Stock Compensation                                  HTML     38K 
40: R21         Income Taxes                                        HTML     32K 
41: R22         Equity                                              HTML     82K 
42: R23         Commitments, Contingencies and Guarantees           HTML     48K 
43: R24         Other Income (Expense), Net                         HTML     36K 
44: R25         Segment Information                                 HTML     73K 
45: R26         Condensed Consolidating Financial Information       HTML    506K 
46: R27         Customer Unpriced Change Orders and Assertions      HTML     31K 
                (Notes)                                                          
47: R28         New Accounting Pronouncements (Policies)            HTML     35K 
48: R29         Changes in Estimates Changes in Estimates (Tables)  HTML     57K 
49: R30         Accounts Receivable, net (Tables)                   HTML     33K 
50: R31         Inventory (Tables)                                  HTML     51K 
51: R32         Property, Plant and Equipment (Tables)              HTML     41K 
52: R33         Other Assets (Tables)                               HTML     53K 
53: R34         Advance Payments and Deferred Revenue/Credits       HTML     36K 
                (Tables)                                                         
54: R35         Government Grants (Tables)                          HTML     29K 
55: R36         Fair Value Measurements (Tables)                    HTML     54K 
56: R37         Derivative and Hedging Activities (Tables)          HTML     25K 
57: R38         Debt (Tables)                                       HTML     43K 
58: R39         Pension and Other Post-Retirement Benefits          HTML     41K 
                (Tables)                                                         
59: R40         Equity (Tables)                                     HTML     76K 
60: R41         Commitments, Contingencies and Guarantees (Tables)  HTML     31K 
61: R42         Other Income (Expense), Net (Tables)                HTML     35K 
62: R43         Segment Information (Tables)                        HTML     57K 
63: R44         Condensed Consolidating Financial Information       HTML    601K 
                (Tables)                                                         
64: R45         Changes in Estimates (Details)                      HTML     49K 
65: R46         Accounts Receivable, net (Details)                  HTML     33K 
66: R47         Inventory (Details)                                 HTML     42K 
67: R48         Inventory (Details 1)                               HTML     38K 
68: R49         Inventory (Details 2)                               HTML     33K 
69: R50         Property, Plant and Equipment (Details)             HTML     45K 
70: R51         Property, Plant and Equipment (Details Textual)     HTML     30K 
71: R52         Other Assets (Details)                              HTML     59K 
72: R53         Advance Payments and Deferred Revenue/Credits       HTML     42K 
                (Details)                                                        
73: R54         Government Grants (Details)                         HTML     32K 
74: R55         Government Grants (Details Textuals)                HTML     25K 
75: R56         Fair Value Measurements (Details)                   HTML     46K 
76: R57         Derivative and Hedging Activities (Details)         HTML     28K 
77: R58         Derivative and Hedging Activities (Details 1)       HTML     28K 
78: R59         Derivative and Hedging Activities (Details          HTML     28K 
                Textual)                                                         
79: R60         Debt (Details)                                      HTML     57K 
80: R61         Debt (Details Textual)                              HTML     80K 
81: R62         Pension and Other Post Retirement Benefits          HTML     57K 
                (Details)                                                        
82: R63         Stock Compensation (Details)                        HTML     57K 
83: R64         Income Tax (Details)                                HTML     33K 
84: R65         Equity (Details)                                    HTML     79K 
85: R66         Commitments, Contingencies and Guarantees           HTML     53K 
                (Details)                                                        
86: R67         Other Income (Expense), Net (Details)               HTML     34K 
87: R68         Segment Information (Details)                       HTML     64K 
88: R69         Condensed Consolidating Financial Information       HTML    294K 
                (Details)                                                        
89: R70         New Market Tax Credit (Details)                     HTML     33K 
91: XML         IDEA XML File -- Filing Summary                      XML    151K 
90: EXCEL       IDEA Workbook of Financial Reports                  XLSX     87K 
14: EX-101.INS  XBRL Instance -- spr-20170330                        XML   2.82M 
16: EX-101.CAL  XBRL Calculations -- spr-20170330_cal                XML    250K 
17: EX-101.DEF  XBRL Definitions -- spr-20170330_def                 XML    771K 
18: EX-101.LAB  XBRL Labels -- spr-20170330_lab                      XML   1.94M 
19: EX-101.PRE  XBRL Presentations -- spr-20170330_pre               XML   1.15M 
15: EX-101.SCH  XBRL Schema -- spr-20170330                          XSD    258K 
92: ZIP         XBRL Zipped Folder -- 0001628280-17-005061-xbrl      Zip    262K 


‘EX-10.3’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Exhibit 10.3

EXHIBIT A
LONG-TERM INCENTIVE PROGRAM
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 25, 2017)
1.
Establishment; Restatement. The long-term incentive program (“LTIP”) previously established under the Spirit AeroSystems Holdings, Inc. 2014 Omnibus Incentive Plan (“OIP”), pursuant to Section 2.4 of the OIP is hereby amended and restated on the following terms and conditions. In addition to the generally applicable terms of the OIP, the following terms, conditions, and provisions will apply to Restricted Stock awarded to Participants as part of the LTIP from and after the effective date of this Exhibit A. Capitalized terms not specifically defined in this Exhibit A will have the meanings set forth in the OIP.
2.
Awards of Restricted Stock. Awards of Restricted Stock to Participants as part of the LTIP will be made at such times, in such amounts, and subject to such terms, conditions, and restrictions as the Committee or the Board may determine, in its sole discretion, including, without limitation, designating such Awards as Performance Compensation Awards and setting Performance Goals. Specific awards of Restricted Stock as part of the LTIP may be made pursuant to a resolution adopted by the Committee or the Board, an individual agreement with a Participant (e.g., an employment agreement), or any other means that would represent an Award Agreement under the OIP.
Except as expressly provided in the OIP or an Award Agreement, upon Termination of a Participant following a grant of Restricted Shares and prior to satisfaction of all conditions and restrictions imposed with respect to those Restricted Shares, including, without limitation, completion of a time-based vesting schedule or satisfaction of all performance-based conditions, the unearned or nonvested Restricted Shares will be forfeited.
3.
Time-Based Vesting. Unless otherwise provided in an Award Agreement, Restricted Stock granted under the LTIP to a Participant will be substantially nonvested upon grant and will, in addition to any other conditions or restrictions that may apply (including, without limitation, Performance Goals), be subject to time-based vesting restrictions that will lapse only if and to the extent the Participant satisfies the following vesting schedule, unless a different schedule (including, without limitation, no time-based vesting schedule) is designated by the Committee or the Board in connection with the grant:    
Years of Service After the Grant Date
 
Vested Percentage
Less than 1
 
0%
1 but less than 2
 
33%
2 but less than 3
 
66%
3 or more
 
100%
A Participant will be credited with a year of service after the Grant Date for each 12-month period after the Grant Date during which the Participant is continuously performing services




(or deemed to be continuously performing services) for the Company or an Affiliate. However, the Committee may at any time, in its sole discretion, credit a Participant with additional service after the date Restricted Stock is granted to the Participant or otherwise accelerate vesting or remove restrictions with respect to Restricted Stock granted under the Plan, if the Committee determines, in its sole discretion, it is in the best interests of the Company or other Service Recipient to do so.
4.
Performance Goals. In accordance with Article 10 of the OIP, the Board or Committee may set Performance Goals with respect to an award of Restricted Stock as part of the LTIP and otherwise designate such award of Restricted Stock as a Performance Compensation Award and set the performance-based terms and conditions of such Award.
5.
83(b) Elections. Although Restricted Stock granted under the LTIP may be subject to certain lapse restrictions and may be substantially nonvested upon grant, grants of such Shares are intended to constitute transfers of such Shares within the meaning of Code Section 83 upon grant. Accordingly, Participants receiving grants of Restricted Stock under the LTIP will be eligible to make an election under Code Section 83(b) with respect to Restricted Shares at the time such Shares are granted, subject to complying with all applicable requirements for making such an election, including, but not limited to, the requirement that such election be made within 30 days after the date of transfer.
6.
Change in Control. In the event of a Change in Control, each Participant who has been awarded Restricted Stock pursuant to the LTIP before the closing of the Change in Control and who incurs a Qualifying Termination either in anticipation of the Change in Control or during the period beginning 30 days before the closing of the Change in Control and ending two years after the date of the closing of the Change in Control will receive a cash award equal to the dollar value of the award of Restricted Stock that would have been made under the LTIP to such Participant in the ordinary course of business within the 12-month period following the date of the Qualifying Termination, based on the Participant’s annual base pay as in effect on the date of closing of the Qualifying Termination. Payment of this cash award will be made as soon as administratively practicable on or after the date of the Qualifying Termination, but in no event later than 2-1/2 months after the end of the year in which the Qualifying Termination occurs.
In addition, in the event a Participant who has been awarded Restricted Stock pursuant to the LTIP before the closing of the Change in Control incurs a Qualifying Termination either in anticipation of a Change in Control or during the period beginning 30 days before the closing of the Change in Control and ending two years after the date of the closing of the Change in Control, vesting with respect to LTIP awards previously made will be accelerated in accordance with Section 13.1 of the OIP.
* * * *




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/5/17
For Period end:3/30/17
1/25/178-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Spirit AeroSystems Holdings, Inc. 10-K       12/31/23  127:21M                                    Workiva Inc Wde… FA01/FA
 2/17/23  Spirit AeroSystems Holdings, Inc. 10-K       12/31/22  117:21M                                    Workiva Inc Wde… FA01/FA
 2/15/22  Spirit AeroSystems Holdings, Inc. 10-K       12/31/21  116:22M                                    Workiva Inc Wde… FA01/FA
 2/25/21  Spirit AeroSystems Holdings, Inc. 10-K       12/31/20  113:27M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0001628280-17-005061   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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