UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 15, 2024
Spirit
AeroSystems Holdings, Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-33160 |
|
20-2436320 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3801
South Oliver, Wichita, KS 67210
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including
area code): (316) 526-9000
N/A
(Former name or former address, if changed since last report.)
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:
| x | 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-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each
class: |
|
Trading
symbol(s) |
|
Name of exchange on which registered |
| Class A Common Stock, par value $0.01 per share |
|
SPR |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Certain Actions to Mitigate
the Impact of Section 280G
As previously disclosed, on June 30, 2024, Spirit AeroSystems
Holdings, Inc., a Delaware corporation (“Spirit”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with The Boeing Company, a Delaware corporation (“Boeing”), and Sphere Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Boeing (“Merger Sub”), providing for the merger of Merger Sub with and into
Spirit (the “Merger”) and for Spirit to be the surviving corporation in the Merger. Upon completion of the Merger,
Spirit would be a wholly owned subsidiary of Boeing.
In connection with the Merger, certain employees of Spirit and its
subsidiaries (including certain of its named executive officers and other executive officers) may become entitled to payments and benefits
that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (“Section 280G” and the “Code,” respectively). To mitigate the potential impact
of Section 280G and Section 4999 of the Code on Spirit and its applicable executive officers, on October 15, 2024, the
Compensation Committee of the Board of Directors of Spirit (the “Compensation Committee”) approved the acceleration
into December 2024 of the vesting and settlement in shares of Spirit common stock of certain time-based restricted stock units (“Accelerated
RSUs”) that otherwise would have vested and been settled in 2025 for certain executive officers, including Patrick M. Shanahan,
the President and Chief Executive Officer of Spirit (collectively, the “Executives”).
The accelerated vesting and settlement of the Accelerated RSUs will
offset the corresponding payments or amounts each Executive would otherwise have been entitled to receive upon the consummation of the
Merger or otherwise in 2025, precluding duplication of payments. All accelerated payments to the Executives with respect to the Accelerated
RSUs will be reduced by applicable tax withholdings and are subject to the terms and conditions of the Acknowledgement (as defined below).
These actions are intended to preserve compensation-related corporate
income tax deductions for Spirit that might otherwise be disallowed through the operation of Section 280G and to mitigate or eliminate
the amount of excise tax that may be payable by the Executives pursuant to Section 4999 of the Code in connection with Section 280G
in certain circumstances.
Specifically, the Compensation Committee approved the accelerated vesting
and payment of the following for the below affected named executive officer:
| · | For Mr. Shanahan, a total of 272,573 Accelerated RSUs, which were scheduled to vest on June 30, 2025. The estimated value
of Mr. Shanahan’s Accelerated RSUs is $9,540,055, assuming a per share price of $35.00. |
In connection with the accelerated equity award vesting and payment
described above, each Executive will sign a 280G Acceleration and Clawback Acknowledgement (the “Acknowledgement”).
Each Executive’s Acknowledgement will provide that the Executive’s accelerated payments are subject to certain repayment conditions.
Specifically, if an Executive’s employment with Spirit or a subsidiary of Spirit is terminated other than upon a Qualifying Termination
(as defined in the Acknowledgement) prior to the date on which the Accelerated RSUs would have vested and settled, but for the accelerated
vesting and settlement of the Accelerated RSUs, then the Executive will be required to repay to Spirit the applicable cash value representing
the number of shares underlying the Accelerated RSUs.
If any Executive is required to make such a repayment and fails to
do so in a timely manner, the Executive will be required to reimburse Spirit for any reasonable fees (including reasonable attorney’s
fees) or costs it incurs in connection with seeking repayment.
The foregoing summary description of the Acknowledgement and the transactions
contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of the Acknowledgement
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Important Information and Where to Find It
In connection with the proposed transaction between Spirit and Boeing,
Boeing has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4
(SEC File No. 333-281498) (the “registration statement”). The registration statement includes a preliminary proxy
statement/prospectus, which is a preliminary proxy statement of Spirit that is also a preliminary prospectus of Boeing with respect to
shares of common stock of Boeing to be issued in the proposed transaction. Spirit and Boeing may also file other documents with the SEC
regarding the proposed transaction. The registration statement has not been declared effective by the SEC. The definitive proxy statement/prospectus
will be delivered to Spirit stockholders as required by applicable law after the registration statement becomes effective.. This communication
is not a substitute for the registration statement, the proxy statement/prospectus or any other document Spirit or Boeing may file with
the SEC. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents that are
filed or will be filed with the SEC when they become available, because they contain or will contain important information about the proposed
transaction and related matters. Investors and security holders may obtain free copies of the registration statement and the proxy
statement/prospectus and other documents that are filed or will be filed with the SEC by Spirit or Boeing through the SEC’s website
at https://www.sec.gov. Copies of documents filed with the SEC by Spirit will be available free of charge through Spirit’s
website at https://investor.spiritaero.com/corporate-profile/default.aspx. Copies of documents filed with the SEC by Boeing will
be available free of charge through Boeing’s website at www.boeing.com/investors. The information included on, or accessible
through, Boeing’s or Spirit’s website is not incorporated by reference into this communication.
Participants in the Solicitation
Spirit and its directors and certain of Spirit’s executive officers
and other employees, and Boeing and certain of its directors, executive officers and other employees, may be deemed to be participants
in the solicitation of proxies from Spirit’s stockholders in connection with the proposed transaction between Spirit and Boeing.
The preliminary proxy statement/prospectus filed with the SEC as part of the registration statement includes a description of participants’
direct or indirect interests, by security holdings or otherwise. Information regarding Spirit’s directors and executive officers
is contained in the “Interests of Certain Spirit Directors and Executive Officers in the Merger” section of the preliminary
proxy statement/prospectus filed with the SEC as part of the registration statement; the “Proposal 1 – Election of Directors,”
“Corporate Governance,” “Director Compensation,” “Stock Ownership” and “Compensation Discussion
and Analysis” sections of Spirit’s definitive proxy statement for its 2024 annual meeting of stockholders, filed with the
SEC on March 12, 2024; under the heading “Executive Officers of the Registrant” in Part I of Spirit’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024; in Item 5.07
of Spirit’s Current Report on Form 8-K filed with the SEC on April 29, 2024; in Spirit’s Current Reports on Form 8-K
filed with the SEC on June 5, 2024 and July 22, 2024; in this Current Report on Form 8-K; and under “Officers &
Directors” accessed through the “Corporate Governance” link on Spirit’s website at https://investor.spiritaero.com/corporate-profile/default.aspx.
Information regarding Boeing’s directors and executive officers is contained in “Business – Executive Officers of the
Registrant,” “Business – Directors of the Registrant,” “Management After the Business Combination,”
“Compensation of Directors,” “Compensation Discussion and Analysis,” “Security Ownership of Certain Beneficial
Owners and Management” and “Certain Relationships and Related Transactions” in the “Information About Boeing”
section of the preliminary proxy statement/prospectus filed with the SEC as part of the registration statement and in Boeing’s Current
Report on Form 8-K filed with the SEC on September 20, 2024. Additional information regarding ownership of Spirit’s securities
by its directors and executive officers and of Boeing’s securities by its directors and executive officers is included in such persons’
SEC filings on Forms 3 and 4. These documents and the other SEC filings described in this paragraph may be obtained free of charge as
described above under the heading “Important Information and Where to Find It.”
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This report includes “forward-looking
statements” that involve many risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking
terminology such as “aim,” “anticipate,” “believe,” “could,” “continue,” “estimate,”
“expect,” “forecast,” “goal,” “intend,” “may,” “might,” “model,”
“objective,” “outlook,” “plan,” “potential,” “predict,” “project,”
“seek,” “should,” “target,” “will,” “would,” and other similar words, or phrases,
or the negative thereof, unless the context requires otherwise. Forward-looking statements in this report include, but are not limited
to, statements regarding the proposed acquisition of Spirit (together with its consolidated subsidiaries, the “Company”)
by Boeing (the “Boeing Merger Transaction” and, together with the proposed divestiture of a portion of the Company’s
business to Airbus SE (“Airbus”) and its affiliates (the “Airbus Business Disposition”) in connection
with the Boeing Merger Transaction as contemplated by the term sheet between Spirit AeroSystems, Inc. and Airbus, the “Transactions,”
and each a “Transaction”). Forward-looking statements are based on circumstances as of the date on which the statements
are made and they reflect management’s current views with respect to future events and are subject to risks and uncertainties, both
known and unknown. Actual results may vary materially from those anticipated in forward-looking statements. Investors should not place
undue reliance on any forward-looking statements.
Important factors that could cause actual
results to differ materially from those in the forward-looking statements include risks and uncertainties relating to the Transactions,
including, among others: the possible inability of the Company to negotiate and enter into definitive agreements with Airbus and its affiliates
with respect to the Airbus Business Disposition; the possible inability of the parties to a Transaction to obtain the required regulatory
approvals for such Transaction and to satisfy the other conditions to the closing of such Transaction (including, in the case of the Boeing
Merger Transaction, approval of the merger agreement by Spirit’s stockholders) on a timely basis or at all; the possible occurrence
of events that may give rise to a right of one or more of the parties to the Boeing Merger Transaction merger agreement to terminate such
merger agreement; the risk that the Boeing Merger Transaction merger agreement is terminated under circumstances requiring Spirit to pay
a termination fee; the risk that the Company is unable to consummate the Transactions on a timely basis or at all for any reason, including,
without limitation, failure to obtain the required regulatory approvals, failure to obtain Spirit stockholder approval of the Boeing Merger
Transaction merger agreement or failure to satisfy other conditions the closing of either of the Transactions; the potential for the pendency
of the Transactions or any failure to consummate the Transactions to adversely affect the market price of Spirit’s common stock
or the Company’s financial performance or business relationships; risks relating to the value of Boeing’s common stock to
be issued in the Boeing Merger Transaction; the possibility that the anticipated benefits of the Transactions cannot be realized in full
or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of the Company’s
operations with those of Boeing will be greater than expected; risks relating to significant transaction costs; the intended or actual
tax treatment of the Transactions; litigation or other legal or regulatory action relating to the Transactions or otherwise relating to
the Company or other parties to the Transactions instituted against the Company or such other parties or Spirit’s or such other
parties’ respective directors and officers and the effect of the outcome of any such litigation or other legal or regulatory action;
risks associated with contracts containing provisions that may be triggered by the Transactions; potential difficulties in retaining and
hiring key personnel or arising in connection with labor disputes during the pendency of or following the Transactions; the risk of other
Transaction-related disruptions to the business, including business plans and operations, of the Company; the potential for the Transactions
to divert the time and attention of management from ongoing business operations; the potential for contractual restrictions under the
agreements relating to the Transactions to adversely affect the Company’s ability to pursue other business opportunities or strategic
transactions; and competitors’ responses to the Transactions.
Additional important factors that could cause
actual results to differ materially from those reflected in the forward-looking statements and that should be considered in evaluating
the Company’s outlook include, but are not limited to, the following: the continued fragility of the global aerospace supply chain
including the Company’s dependence on its suppliers, as well as the cost and availability of raw materials and purchased components,
including increases in energy, freight, and other raw material costs as a result of inflation or continued global inflationary pressures;
the Company’s ability and its suppliers’ ability and willingness to meet stringent delivery (including quality and timeliness)
standards and accommodate changes in the build rates or model mix of aircraft under existing contractual commitments, including the ability
or willingness to staff appropriately or expend capital for current production volumes and anticipated production volume increases; the
Company’s ability to maintain continuing, uninterrupted production at its manufacturing facilities and its suppliers’ facilities;
the Company’s ability, and its suppliers’ ability, to attract and retain the skilled work force necessary for production and
development in an extremely competitive market; the effect of economic conditions, including increases in interest rates and inflation,
on the demand for the Company’s and its customers’ products and services, on the industries and markets in which it operates
in the U.S. and globally, and on the global aerospace supply chain; the general effect of geopolitical conditions, including Russia’s
invasion of Ukraine and the resultant sanctions being imposed in response to the conflict, including any trade and transport restrictions;
the war in Israel and the Gaza Strip and the potential for expansion of the conflict in the surrounding region, which may impact certain
suppliers’ ability to continue production or make timely deliveries of supplies required to produce and timely deliver the Company’s
products, and may result in sanctions being imposed in response to the conflict, including trade and transport restrictions; the Company’s
relationships with the unions representing many of its employees, including the Company’s ability to successfully negotiate new
agreements, and avoid labor disputes and work stoppages with respect to its union-represented employees; the impact of significant
health events, such as pandemics, contagions or other public health emergencies (including the COVID-19 pandemic) or fear of such events,
on the demand for the Company’s and its customers’ products and services and on the industries and markets in which the Company
operates in the U.S. and globally; the timing and conditions surrounding the full worldwide return to service (including receiving the
remaining regulatory approvals) of the B737 MAX, future demand for the aircraft, and any residual impacts of the B737 MAX grounding on
production rates for the aircraft; the Company’s reliance on Boeing and Airbus and its affiliates for a significant portion of its
revenues; the business condition and liquidity of the Company’s customers and their ability to satisfy their contractual obligations
to the Company; the certainty of the Company’s backlog, including the ability of customers to cancel or delay orders prior to shipment
on short notice, and the potential impact of regulatory approvals of existing and derivative models; the Company’s ability to accurately
estimate and manage performance, cost, margins, and revenue under its contracts, and the potential for additional forward losses on new
and maturing programs; the Company’s accounting estimates for revenue and costs for its contracts and potential changes to those
estimates; the Company’s ability to continue to grow and diversify its business, execute its growth strategy, and secure replacement
programs, including its ability to enter into profitable supply arrangements with additional customers; the outcome of product warranty
or defective product claims and the impact settlement of such claims may have on the Company’s accounting assumptions; competitive
conditions in the markets in which the Company operates, including in-sourcing by commercial aerospace original equipment manufacturers;
the Company’s ability to successfully negotiate, or re-negotiate, future pricing under its supply agreements with Boeing, Airbus
and its affiliates and other customers; the possibility that the Company’s cash flows may not be adequate for its additional capital
needs; any reduction in the Company’s credit ratings; the Company’s ability to access the capital or credit markets to fund
its liquidity needs, and the costs and terms of any additional financing; the Company’s ability to avoid or recover from cyber or
other security attacks and other operations disruptions; legislative or regulatory actions, both domestic and foreign, impacting the Company’s
operations, including the effect of changes in tax laws and rates and the Company’s ability to accurately calculate and estimate
the effect of such changes; spending by the U.S. and other governments on defense; pension plan assumptions and future contributions;
the effectiveness of the Company’s internal control over financial reporting; the outcome or impact of ongoing or future litigation,
arbitration, claims, and regulatory actions or investigations, including the Company’s exposure to potential product liability and
warranty claims; adequacy of the Company’s insurance coverage; the Company’s ability to continue selling certain receivables
through its receivables financing programs; the Company’s ability to effectively integrate recent acquisitions, along with other
acquisitions it pursues, and generate synergies and other cost savings therefrom, while avoiding unexpected costs, charges, expenses,
and adverse changes to business relationships and business disruptions; and the risks of doing business internationally, including fluctuations
in foreign currency exchange rates, impositions of tariffs or embargoes, trade restrictions, compliance with foreign laws, and domestic
and foreign government policies.
The factors described above are not exhaustive,
and it is not possible for Spirit to predict all factors that could cause actual results to differ materially from those reflected in
its forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing
factors may occur that could impact the Company’s business or the Transactions. As with any projection or forecast, these statements
are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, Spirit undertakes no obligation
to, and expressly disclaims any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise. Refer to the sections captioned “Risk Factors” in Spirit’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024, in Spirit’s Quarterly Report on
Form 10-Q for the quarterly period ended June 27, 2024, filed with the SEC on August 5, 2024, and in the preliminary proxy
statement/prospectus filed with the SEC as part of the registration statement for a more complete discussion of the factors described
above and other factors that may affect the Company’s business or the Transactions.
Certain Labor Matters
The binding term sheet with Airbus (the “Airbus Term Sheet”)
provides that no binding agreement has been made with respect to the French aspects of the transactions contemplated under the Airbus
Term Sheet (the “Airbus French Transactions”). Prior to the Company and Airbus and its affiliates entering into definitive
agreements that are applicable to the Airbus French Transactions, the Spirit AeroSystems, Inc. and Airbus have agreed to comply with
their respective information and consultation obligations with applicable employees and employee representatives. The Airbus Term Sheet
also provides that the parties will complete necessary labor consultations and obtain necessary approvals from applicable unions and works
councils in various jurisdictions, as may be legally required.
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 hereunto duly authorized.
| |
SPIRIT AEROSYSTEMS HOLDINGS, INC. |
| |
|
|
| Date: October 17, 2024 |
By: |
/s/ Irene M. Esteves |
| |
Name: |
Irene M. Esteves |
| |
Title: |
Executive Vice President and Chief Financial Officer |
EXHIBIT 10.1
Section 280G Acceleration and Clawback Acknowledgement
October [__], 2024
As
you are aware, on June 30, 2024, Spirit AeroSystems Holdings, Inc., a Delaware corporation (the “Company”),
The Boeing Company, a Delaware corporation (“Parent”), and Sphere Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (as may be amended from time
to time, the “Merger Agreement”), pursuant to which Merger Sub shall merge with and into the Company (the “Merger”),
with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent, on the terms and subject to the conditions set
forth in the Merger Agreement (the “Transactions”).
In
connection with the Transactions, certain employees of the Company, including yourself, may become entitled to receive payments that may
be considered “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”),
which may result in the imposition of an excise tax. Subject to the approval of the Compensation Committee of the Board of Directors of
the Company, the Company is taking certain actions to help mitigate the potential adverse impact of Section 280G on certain impacted
employees, including accelerating the payment of certain compensation to December 4, 2024 that could otherwise have been paid
to you in 2025.
As described in Section 3
below, the acceleration of your payments is conditioned upon your timely execution of this Section 280G acceleration and clawback
acknowledgement (this “Acknowledgment”).
| 1. | Accelerated Payment of Certain Compensation |
If you sign this Acknowledgement,
and assuming your continued employment with the Company or its affiliates through December 4, 2024, on such date the Company will
accelerate the vesting and settlement of certain of your time-based restricted stock units that would have otherwise vested in calendar
year 2025 as listed on Exhibit A (the “Accelerated RSUs”).
In addition, the Company,
in its discretion, may accelerate the payment of your fiscal year 2024 annual cash incentive bonus under the Company’s Short-Term
Incentive Program (“Annual Bonus”) that otherwise would be payable in 2025 at the estimated actual achievement level
of performance for fiscal year 2024 performance at such time (the “Accelerated Bonus” and together with the Accelerated
RSUs, the “Accelerated Payments”). If accelerated, the Accelerated Bonus (i) will be trued up and paid directly
to you in the ordinary course of business of the Company in the event that the actual level of performance exceeds the amount of the Accelerated
Bonus or (ii) will be subject to repayment on an after-tax basis within thirty (30) business days if the Company determines that
the Accelerated Bonus paid to you exceeds the final Annual Bonus amount as determined by the Board of Directors of the Company or a committee
thereof.
The Accelerated Payments shall
offset the corresponding payments, vesting, settlement and/or amounts that you would have otherwise become entitled to receive in the
future (whether prior to, upon consummation of, or following the Transactions) so there shall in no event be any duplication of payments,
vesting, settlement and/or amounts, provided that there shall be no offset against any amount subject to Section 409A of Internal
Revenue Code of 1986, as amended (“Section 409A”), unless such offset is permitted without adverse tax consequences
to you under Section 409A of the Code.
| 2. | Clawback of Accelerated Payment |
(a) In
the event that your employment with the Company and its subsidiaries (and, after the closing of the Transactions, the Parent and its subsidiaries)
terminates prior to the date on which the applicable payment or settlement would have otherwise been made to you but for this Acknowledgment,
other than in the event of your Qualifying Termination (as defined in Exhibit B hereto), then you shall, and you hereby agree
to repay to the Company the applicable cash value equal to the value of the number of shares underlying the Accelerated RSUs on the date
of such acceleration, and the applicable cash amount underlying the Accelerated Bonus, if applicable, within thirty (30) business days;
provided that, such net amounts to be repaid will be based on your 2024 marginal combined tax rate.
(b) If
you are required to make any repayment pursuant to Section 2(a) above and you fail to repay such amount(s) in a timely
manner, you will be required to reimburse the Company for any reasonable fees (including reasonable attorney’s fees) or costs it
incurs in connection with seeking repayment.
(a) You
hereby acknowledge and agree that the Accelerated Payments in Section 1 above shall be subject in all respects to the terms, conditions
and requirements described in Section 2 above.
(b) You
acknowledge that you have read and understood this Acknowledgment, are fully aware of its legal effect, have not acted in reliance upon
any representations or promises made by the Company other than those contained in writing herein, and have entered into this Acknowledgment
freely based on your own judgment. You acknowledge that you have had the opportunity to consult with legal counsel of your choice in connection
with your execution of this Acknowledgment. You acknowledge that you have been advised to consult with your tax advisor regarding the
tax consequences of this Acknowledgment, including the tax consequences if you are required to repay any amounts to the Company pursuant
to this Acknowledgment.
(a) This
Acknowledgment may be signed in counterparts, each of which will be deemed to be an original but all of which together will constitute
one and the same instrument.
(b) This
Acknowledgment shall be binding upon and shall inure to the benefit of the Company, its successors and permitted assigns.
(c) Neither
this Acknowledgment, nor any modification thereof, nor the payment of any benefits or any other action or omission taken subject hereto
shall be construed as giving you, or any person whomsoever, the right to be retained in the service of the Company or its affiliates.
Except to the extent provided under an employment agreement with the Company, your employment with the Company or its affiliates is “at-will,”
meaning that either you or the Company may terminate your employment at any time and for any reason.
(d) This
Acknowledgement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to such state’s
principles of conflicts of law that would cause the laws of any other jurisdiction to apply.
(e) The
provisions of this Acknowledgment shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
(f) The
headings and captions in this Acknowledgment are provided for reference and convenience only, shall not be considered part of this Acknowledgment,
and shall not be employed in the construction of this Acknowledgment.
(g) This
Acknowledgment constitutes the entire agreement between you and the Company with regard to the subject matter hereof and supersedes all
prior agreements, if any, understandings and arrangements, oral or written, between you and the Company with respect to the subject matter
hereof.
This Acknowledgement does
not constitute legal or tax advice and may not cover all of the factors that any particular individual should or would consider relevant
to his or her individual situation. Each individual must evaluate his or her unique situation and make his or her own decisions related
to the payments described above and the terms and conditions thereof. This Acknowledgement does not guarantee that no excise tax will
be imposed on you. You should seek advice based on your particular circumstances from an independent tax advisor.
[Signature
Page Follows]
If you accept the terms and
conditions of this Acknowledgment, please sign and date this Acknowledgement and return it to [NAME] at [CONTACT INFORMATION] on or before
[DATE].
Yours sincerely,
| ACKNOWLEDGED AND AGREED: |
| |
| Signature: |
|
|
Date: [__________ __, 2024] |
| |
|
|
| Name: |
|
|
|
[Signature
Page to Section 280G Acceleration and Clawback Acknowledgment]
EXHIBIT A
Accelerated RSUs
| Grant ID |
Grant Date |
Number of RSUs |
Vesting Dates |
| |
|
|
|
| |
|
|
|
EXHIBIT B
Definitions1
“Qualifying Termination” means
a termination of employment either (a) by Company (or following the Transactions Parent or a subsidiary of Parent) without Cause
(as such term is defined in the Spirit AeroSystems Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan) or (b) by
you within ninety (90) days after (i) a material diminution in your base compensation, (ii) relocation of your principal office
to a location that is greater than fifty (50) miles from the location of your principal office immediately before such relocation [or]
(iii) any action or inaction with respect to the terms and conditions of your service that constitutes a material breach by Parent
of any written agreement between you and the Company (or Parent or its subsidiaries following the Transactions)[, or (iv) responsibilities
or associated job title (each of clauses (i), (ii) [and] (iii) [and (iv)], a “Good Reason Event”), so long
as, with respect to any Good Reason Event, you have, within thirty (30) days after the occurrence of such Good Reason Event, notified
the Company (or Parent or its subsidiaries following the Transactions) of your intent to terminate as a result of such Good Reason Event
and within thirty (30) days after receipt of that notice the Company or Parent, as applicable, has not cured such Good Reason Event.
1
Prong (iv) only applicable to disqualified individuals who are Section 16 officers.
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