This excerpt taken from the GR DEF 14A filed Mar 12, 2008.
Section 2. Definitions
(a) Administrator means the Compensation Committee of the Board or such other committee as may be appointed from time to time by the Board to serve at the pleasure of the Board as the Administrator of the Plan; provided, however, that in any event the Administrator shall be comprised of two or more directors each of whom shall be an independent director as defined in applicable rules or listing standards of the New York Stock Exchange and a non-employee director as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and, unless otherwise determined by the Board, an outside director under Section 162(m) of the Code.
(b) Affiliate means any corporation, partnership, limited liability company, joint venture, or other similar business entity at least 20% of the voting securities or voting power of which is owned by the Company directly or indirectly.
(c) Board means the Board of Directors of the Company.
(d) Change in Control has the meaning set forth in Section 18.
(e) Code means the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder.
(f) Company means Goodrich Corporation.
(g) Effective Date means the earliest date at which the approval of the Plan by both the Board and the Companys shareholders shall have been received.
(h) Eligible Employees means those full-time or part-time employees or statutory directors employed by an Employer on or after the Effective Date who satisfy the eligibility requirements of an applicable Sub-plan; provided, however, that no employee who beneficially owns 5% or more of the Companys outstanding Shares shall be an Eligible Employee.
(i) Employer means the Company and any Affiliate that is authorized to, and that elects to, participate in a Sub-plan.
(j) Fair Market Value means, as of any date, the average of the closing prices per Share as reflected by composite transactions on the New York Stock Exchange throughout a period of the ten (10) trading days ending on such date.
(k) Offering means the opportunity provided to an Eligible Employee under a Sub-plan to purchase Shares.
(l) Offering or Contribution Period means, with respect to each Eligible Employee under a Sub-plan, the period during which contributions to purchase Shares in connection with an Offering shall be made by the Eligible Employee under such Sub-plan.
(m) Participant means an Eligible Employee who participates in a Sub-plan.
(n) Shares means shares of the Companys common stock, par value $5.00 per share.
(o) Sub-plan means a plan, program, scheme or arrangement maintained or adopted by an Employer to provide equity incentives for Eligible Employees under this Plan.