ESTERLINE TECHNOLOGIES CORP (Form: 8-K, Received: 08/13/2015 16:19:44)

UNITED STATES

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

July 21, 2015

Date of Report (Date of earliest event reported)

ESTERLINE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)


Delaware	001-06357	13-2595091
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500-108 ^th Avenue NE, Bellevue, Washington		98004
(Address of principal executive offices)		(Zip Code)

(425) 453-9400

(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 communication 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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2015, the Board of Directors of Esterline Technologies Corporation (“Esterline”) appointed Roger A. Ross as Segment President, effective August 24, 2015 (the “Effective Date”). The appointment is part of a consolidation of the senior operational leadership structure of Esterline, as further described in this report.

Mr. Ross, 46, has served as Senior Vice President, Actuation and Propeller Systems of UTC Aerospace Systems, a division of United Technologies Corporation, a provider of a broad range of high-technology products and services to the global aerospace and building systems industries, since January 2014. From November 2013 to January 2014, Mr. Ross served as Vice President & General Manager, Aerostructures Aftermarket of UTC Aerospace Systems. From January 2010 to November 2013, Mr. Ross served as Vice President, Aerostructures Regional and Engine Programs at UTC Aerospace Systems and Goodrich Corporation, an aerospace and defense company that was acquired by United Technology Corporation in July 2012. Prior to this role, Mr. Ross served in other vice president and leadership roles at Goodrich Corporation since 1994. Mr. Ross holds a B.S. and M.S. in Mechanical Engineering from Colorado State University and an M.B.A. from the University of Colorado.

In connection with the new appointment, Mr. Ross agreed to the terms of an offer letter agreement with Esterline. Mr. Ross, like all other executive officers of Esterline, will serve at the pleasure of the Board of Directors. Pursuant to the offer letter, effective on the Effective Date, Mr. Ross will receive an annual base salary of $375,000. He will also receive a stock option to purchase 10,500 shares of Esterline common stock with an exercise price equal to the closing trading price of Esterline common stock on the Effective Date and an award of 4,200 restricted stock units. The stock options and the restricted stock unit award will be granted under the Esterline 2013 Equity Incentive Plan.

Pursuant to the offer letter, Mr. Ross will be eligible to participate in Esterline’s Annual Incentive Compensation Plan for fiscal year 2016, and his target will equal 55% of his base salary for fiscal year 2016. He will also be eligible to participate in Esterline’s Long Term Incentive Program (“LTIP”) beginning in fiscal year 2016, with a total annual target award of $450,000. The value of Mr. Ross’ LTIP award will be allocated 40% in performance shares (with a maximum award of 300% of the target opportunity), 35% in stock options and 25% in restricted stock units. In addition, Mr. Ross’ appointment to the LTIP for the fiscal 2014-2016 and fiscal 2015-2017 cycles will be phased in, enabling Mr. Ross to earn a prorated LTIP award at the end of fiscal years 2016 and 2017, depending on Esterline’s performance, as follows:


Performance Period	Target Opportunity		Form of Payment	Maximum Award
2014-2016	$	60,000	Cash	400% of Target
2015-2017	$	120,000	Performance Shares	300% of Target

Mr. Ross will also be eligible to participate in Esterline’s retirement, health care and other benefit plans and in the Supplemental Retirement Income Plan and the Supplemental Executive Retirement and Deferred Compensation Plan. Mr. Ross will also receive a car allowance of up to approximately $800 per month, before taxes. Esterline will also reimburse him for certain relocation expenses in accordance with standard corporate policy.

Upon the effectiveness of Mr. Ross’ appointment, and like Esterline’s arrangements with its other executive officers, Esterline and Mr. Ross will enter into a Termination Protection Agreement that provides in the event that Mr. Ross is terminated without cause or resigns for good reason within two years of a change of control, a lump sum payment equal to three times Mr. Ross’ annual base salary and annual incentive compensation, payment of certain legal fees and expenses associated with the termination and insurance benefits for the remainder of an initial two-year period.

The foregoing summary of the material terms of the offer letter is qualified in its entirety by the full text of the offer letter, which is filed with this report as Exhibit 10.1 and incorporated herein by reference

As part of the senior operational leadership consolidation, effective August 14, 2015, Frank E. Houston will retire from his position as President, Avionics & Controls Segment, and Alain M. Durand will resign from his position as President, Sensors & Systems Segment. Mr. Ross will have management responsibility for the Sensors

& Systems segment, and Albert S. Yost, Esterline’s President, Advanced Materials Segment, will assume management responsibility for the Avionics & Controls segment effective August 15, 2015, in addition to his management responsibility for the Advanced Materials segment. In connection with his retirement, Mr. Houston entered into a Retirement Transition Agreement and Release (the “Houston Agreement”). Pursuant to the Houston Agreement, effective August 15, 2015, Mr. Houston will remain employed as Senior Advisor until May 27, 2016. From August 15, 2015 until October 2, 2015, Mr. Houston will work on transitional matters and special projects on a full-time basis and continue to earn his current base salary and remain eligible for the fringe benefits he currently receives. From October 3, 2015 until May 27, 2016, Mr. Houston will work on a part-time basis and will be paid $9,500 per month in salary, plus $350 per hour if he works more than 10 hours per week, as such additional hours may be approved in advance by Esterline’s Chief Executive Officer. In October 2015, Mr. Houston will also be paid $8,500 to help cover the costs for COBRA coverage for himself and his qualified dependents for the period October 2015 through May 2016. Mr. Houston will remain eligible to receive any awards earned under Esterline’s 2015 Annual Incentive Compensation Plan (the “2015 Annual IC Plan”) and LTIP, but will not be appointed to participate in fiscal 2016 incentive plans.

Esterline entered into a Transition Agreement and Release (the “Durand Agreement”) with Mr. Durand in connection with his resignation to be effective August 14, 2015. Pursuant to the Durand Agreement, Mr. Durand is entitled to receive a payment equal to $493,334, which was determined based on one year of Mr. Durand’s annual base salary plus 50% of the average actual award Mr. Durand earned under Esterline’s Annual Incentive Compensation Plans for fiscal 2013 and fiscal 2014. Mr. Durand will serve as a Senior Advisor through December 31, 2015, and a portion of the above amount will be paid as current base salary on regular payroll periods during his service as a Senior Advisor. The balance of the amount will be paid to Mr. Durand in January 2016. Mr. Durand will also be paid $16,700 to help cover the costs for COBRA coverage for himself and his qualified dependents for the period January 2016 through August 2016 and be eligible to receive executive outplacement services and income tax return preparation services. Mr. Durand will remain eligible to receive health insurance coverage through December 2015 and to receive any awards earned under Esterline’s 2015 Annual IC Plan and LTIP, but will not be appointed to fiscal 2016 incentive plans.

In exchange for the payments made to Mr. Houston and Mr. Durand under the Houston Agreement and the Durand Agreement, respectively, each of Mr. Houston and Mr. Durand provided a waiver and release of all potential claims against Esterline, if any, and is subject to certain confidentiality, non-solicit, non-disparagement and non-competition obligations.

The foregoing summaries of the material terms of the Houston Agreement and Durand Agreement are qualified in their entirety by the full text of the Houston Agreement and Durand Agreement, which are filed with this report as Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On August 13, 2015, Esterline issued a press release regarding the senior operational leadership changes described in this report, which is furnished as Exhibit 99.1 to this report.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Offer Letter from Esterline Technologies Corporation to Roger Ross dated July 27, 2015.

10.2		Retirement Transition Agreement and Release between Esterline Technologies Corporation and Frank Houston effective August 14, 2015.

10.3		Transition Agreement and Release between Esterline Technologies Corporation and Alain Durand effective August 14, 2015.

99.1		Press release issued by Esterline Technologies Corporation dated August 13, 2015.

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.


			ESTERLINE TECHNOLOGIES CORPORATION

Dated: August 13, 2015	By:	/s/ MARCIA J. MASON
			Name: Marcia J. Mason
			Title: Vice President & General Counsel

EXHIBIT INDEX


Exhibit No.		Description

10.1		Offer Letter from Esterline Technologies Corporation to Roger Ross dated July 27, 2015.

10.2		Retirement Transition Agreement and Release between Esterline Technologies Corporation and Frank Houston effective August 14, 2015.

10.3		Transition Agreement and Release between Esterline Technologies Corporation and Alain Durand effective August 14, 2015.

99.1		Press release issued by Esterline Technologies Corporation dated August 13, 2015.

Exhibit 10.1

LOGO

July 27, 2015

Mr. Roger Ross

23 Brockhurst Lane

Shirley, Solihull, B90 1RG

United Kingdom

Dear Roger,

It is my pleasure to confirm our offer to you for the position of Segment President at Esterline Corporation. I would like you to begin work with us on August 24, 2015.

Your compensation and terms of employment will be comprised of several components, as follows:

Base Salary – Your annual base salary will be $375,000 effective on your first day of work.

Annual Incentive Compensation – You will be appointed to Esterline’s Annual Incentive Compensation Plan for fiscal year 2016 (“AIC Plan”) which will commence on October 3, 2015. Your annualized target award will be 55% of your base salary, consistent with competitive market benchmarks. The actual award will vary, of course, depending on the Company’s 2016 financial performance. Your participation in the AIC Plan is subject to its usual terms including a requirement that you continue employment through the date on which AIC Plan payments are made. The AIC Plan is re-evaluated each year, such that the performance goals, formula, total funding, and your target award could vary from year to year. Plan details will be provided to you at the time of your appointment.

Long-Term Incentive Compensation – You will be recommended to the Board of Directors for appointment to Esterline’s Long-Term Incentive Program with a total target value of $450,000 (1.20 times your starting annual base salary). This target amount will be further allocated into three LTIP components: performance shares, stock options, and RSU grants. Plan details will also be provided to you at the time of your appointment.

As we discussed, you will be provided the opportunity to participate on a pro-rata basis in the open LTIP cycles for 2015 and 2016. You will participate at a one-third portion for 2015 and two-thirds for 2016. Please note the awards for 2015 and 2016 are paid in cash. Beginning in 2017, the awards will be made in stock.

Note that as an officer of the company you will be subject to our share ownership policy that in early 2016 will require officers to hold shares of stock equal to 3x base salary. There is an expectation that the level of ownership will occur through equity awards made to officers under

Mr. Roger Ross

July 27, 2015

Page 2

our executive compensation programs. There are no specific expectations or requirements regarding the time period within which an executive must satisfy his or her ownership requirement.

Special, New Hire Equity Grants – You will receive two special equity grants following your first day of work. One is a stock option grant of 10,500 shares priced at the closing price on your first day as reported in the Wall Street Journal on the following day. The other is a grant of 4,200 Restricted Stock Units.

Relocation – You will be eligible for Esterline’s relocation benefits that are administered by an outside vendor, Cartus Corporation. When you are ready, and before you take any steps to make your moving arrangements, please contact Robin King ( robin.king@esterline.com ), HR Business Partner for the Corporate office, who can introduce you to Cartus and help you get all the detailed information you will need.

Car Allowance – You are also eligible for a car allowance under Esterline’s Vehicle Allowance Policy. This allowance is intended to cover usual purchase, operating, maintenance, and insurance costs in your new residential zip code. This allowance will be approximately $800 per month before taxes.

Retirement and Other Fringe Benefits – You will be eligible to participate in the Esterline Voluntary Savings Plan [(401(k)] and in the Esterline Retirement Plan [pension]. In the 401(k) plan, Esterline matches 50% of the first 6% of employee contributions, subject to certain IRS limits. The pension plan is a cash balance formula with age-based annual credits + annual interest. Annual credits increase with age from 2% for employees under age 30 to 6% for employees age 60+.

You will earn paid vacation at the rate of four (4) weeks per year. Health, retirement, and other fringe benefits will be available to you in accordance with Esterline Bellevue office’s usual benefit program, which changes from time to time.

Because our health benefits plan requires an initial waiting period, we will reimburse you for any COBRA costs you might incur before you become eligible for Esterline health care benefits. Please provide us a copy of your COBRA payment to verify this expense.

Requirements and Administrative Matters – This offer is contingent upon the following:

•

Satisfactory completion of a pre-employment physical examination and drug screen

•

Passing a background check

This physical examination is an annual requirement for all corporate executives. Please schedule an appointment at your earliest convenience to complete the pre-employment physical as well as the drug screen and have your doctor return the signed form back to:

Mr. Roger Ross

July 27, 2015

Page 3

VP and Chief HR Officer

Esterline Technologies Corporation

500 108 ^th Ave NE

Suite 1500

Bellevue, WA 98004

USA

With respect to the background check, you will receive an email from our vendor, HireRight, within one to two business days of offer acceptance asking for some information and requiring an electronic signature.

These final conditions must be completed before you can begin work. In addition, please read, sign, and return the following to Robin:

•

A signed copy of this letter

•

Confidential Information & Inventions Assignment Agreement

•

Summary of Outside Business Interests

General Policies – Except as specifically provided in this letter, all other aspects of your employment will be the same as those that apply to other corporate staff. We are all employed-at-will, and the officers serve at the pleasure of the Board for one-year terms subject to company by-laws.

Roger, we look forward to your success as Segment President at Esterline Corporation, and to your contributions to the corporation, overall, in this key position.

To accept this offer, please print this letter, sign, and return to me. Please also read, complete, and return the other forms enclosed here.

If you have any questions at all, please contact me. I look forward to working with you.

Congratulations and best regards,

/s/ CURTIS REUSSER

Curtis Reusser

Chairman, President & CEO

I accept this offer as outlined above.


/s/ ROGER ROSS				July 30, 2015
Signature				Date

Mr. Roger Ross

July 27, 2015

Page 4

Attachments :

•

Confidential Information & Inventions Assignment Agreement

•

Summary of Outside Business Interests

•

Benefits Summary

•

Executive Physical Examination Form

Exhibit 10.2

Date Received: July31, 2015

Retirement Transition Agreement and Release

1.	Purpose. Frank E. Houston (“Employee”) and Esterline Technologies Corporation (“the Company”) have reached this agreement (“Agreement”) concerning Employee’s transition from his current position to retirement, on the following terms.

Resignations from Current Positions. Employee hereby resigns from his positions as Segment President and as an officer of the Company, and resigns from any and all officer and director positions with any of the Company’s subsidiaries, affiliates, and related entities worldwide, and the Company hereby accepts his resignations, effective August 14, 2015. Employee will cooperate with Company requirements to complete, sign, and submit any and all documentation required by law or practice to effect these resignations.

Transitional Employment Arrangements and Severance Pay. In exchange for Employee’s resignations above, and for other good and valuable consideration contained in this Agreement, the Company will relieve Employee of all usual duties as a Company officer, and will provide Employee with transitional employment arrangements and severance pay designed to accommodate his interests and needs, as follows. All severance amounts stated in this Section 3 are gross amounts before taxes and other, usual payroll deductions.

Transitional Employment in FY15. From August 15, 2015 through October 2, 2015 the Company will employ Employee as a Senior Advisor. In that capacity, Employee will have no regularly-assigned duties; he will report to the Company’s Chief Executive Officer (“CEO”), will assist with the transition of Segment leadership responsibilities, and will undertake special projects, as directed. Employee will work up to a full-time schedule based in his home office, and will travel to and attend meetings in other locations, as needed. His current compensation and fringe benefits will continue through the end of FY15.

Transitional Employment in FY16. From October 3, 2015 through May 27, 2016 Employee will continue employment as a Senior Advisor on an on-call basis for up to 10 hours work per week. During this period, the Company will pay Employee $9,500.00 in salary per month (25% of his current salary rate). If Employee’s work requires more than 10 hours per week, Employee will seek advance approval from the CEO for such additional time, and then submit a signed time sheet in standard form that shows actual hours worked. Such additional hours will be paid at an hourly rate of $350.00. Employee will not be entitled to, nor will he accrue any vacation or sick leave during FY16. Employee’s last day of work and his “Retirement Date” will be May 27, 2016.

Incentive Compensation and Equity Grants. Employee will be entitled to receive any awards that might be earned under the Company’s FY15 Annual Incentive Compensation Plan and under the Company’s Long Term Incentive Plan in accordance with the terms of those plans. Employee will not be appointed to participate in any FY16 incentive plans. Employee’s eligibility to receive equity rights in Company shares shall be determined and administered in accordance with the terms of the equity grants he holds, and with the Company’s Equity Incentive Plan.

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F. Houston Agreement

August 2015

Page 1

COBRA Assistance. In October 2015 the Company will pay Employee $8,500 to defray the cost of continued health coverage under COBRA for himself and his qualified dependents for the seven-month period from November 2015 through May 2016. Employee bears administrative responsibility for electing and paying for COBRA continuation benefits, should he choose to do so.

Employee acknowledges that he has no preexisting right to the transitional employment arrangements and severance pay provided in this Section 3, and that the Company is providing them solely as consideration for this Agreement in exchange for Employee’s resignations, his release of claims, and for other obligations stated here. Employee acknowledges and agrees that his employment has been and will continue to be subject to the Company’s usual policies, including its “employment at will” policy, until the Effective Date (as defined in Section 16 below). Thereafter, Employee’s transitional employment under this Section 3 will be subject to the terms of this Agreement and to the Company’s usual policies, except that the Company may only terminate Employee’s transitional employment prior to the Retirement Date for cause, including but not limited to failure to perform any assignments to the reasonable satisfaction of the CEO and/or breach of Employee’s promises under this Agreement.

Wages & Benefits. In June 2016, the Company will pay Employee all final wages due and vacation accrued through his Retirement Date. This Agreement does not affect Employee’s entitlements, if any, under the Company’s retirement plans, which shall be determined in accordance with the terms of those plans.

Release of Claims. Employee releases and acknowledges satisfaction of all claims of any kind against the Company and all of its subsidiaries, affiliates, and related entities, and their present and former owners, directors, officers, employees, attorneys, agents, successors, assigns, and other representatives, individually and in their corporate capacities, as provided below (the “Release”):

The Release is comprehensive and includes any and all actual or potential claims arising on or before the date of Employee’s signature below, whether those claims are presently known or unknown.

The Release includes, but is not limited to, any claims arising from or related to Employee’s employment with the Company or the termination of that employment.

The Release includes, but is not limited to, claims for wages, benefits, other compensation, damages, penalties, personal injury, attorneys’ fees, costs, restitution, or equitable relief arising out of any express or implied contract; any federal, state, or local statute, regulation, or ordinance (including the Age Discrimination in Employment Act); the common law; or equity.

The Release shall not extend to any claim Employee cannot waive as a matter of law; any vested benefits under the Company’s benefit plans; any breach of the Company’s obligations under this Agreement; or to any claims that first arise after the parties sign this Agreement.

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F. Houston Agreement

August 2015

Page 2

Employee confirms that he has not filed a lawsuit or other complaint to assert any claim released here.

Employee expressly waives and will not assert any right of reinstatement or re-employment with the Company or with any Company subsidiary, affiliate, or related entity following his Retirement Date.

Return of Company Property. On or before October 2, 2015, Employee promises to return all Company property, including, but not limited to any and all keys, keycards, files, electronic and paper documents, data, copies of documents and data, equipment, software, and hardware used by Employee during his employment. Provided, however, that the CEO may authorize Employee to retain certain equipment, data, or access as might be needed in his Senior Advisor role. Employee promises to return all such Company property on or before his Retirement Date.

Protected Information. Employee understands his continuing obligations to keep secret all Company confidential Information as defined in and required by the Nondisclosure Agreement he signed on April 8, 1993. That agreement is attached as Attachment A, and Employee re-confirms his commitment to comply with its terms. In addition, Employee specifically promises he will continue indefinitely to abide by any and all government controls on information to which he had access during his employment as might be required to protect industrial security and to comply with export controls and data privacy rights.

Covenant Not to Compete. During the period of Employee’s employment and for a period of two (2) years after the end of that employment, Employee will not do any of the following, either directly or indirectly, for Employee’s own benefit or for the benefit of any person or entity other than the Company, and regardless of whether he acts as an employee, contractor, consultant, shareholder, officer, director, or principal:

Engage in, be employed by, perform services for, participate in the ownership, management, control, or operation of, or otherwise be connected with, either directly or indirectly, any business or enterprise, whether commercial or non-profit, that is or that is preparing to be in competition with any aspect of the Company or its business or anticipated business (a “Competing Business”) located within the geographic areas or locations where the Company carries on or does business;

Contact or transact business on behalf of a Competing Business with any of the Company’s customers, distributors, or suppliers with whom Employee had contact while employed by the Company or about whom Employee obtained Confidential Information while employed by the Company; or

Induce, or attempt to induce, any employee or consultant of the Company to leave such employment or relationship to be employed by, perform services for, engage or participate in, or otherwise be connected with, either directly or indirectly, any enterprise with which Employee is in any way associated, whether or not it is a Competing Business.

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F. Houston Agreement

August 2015

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any business that is not a Competing Business but that is carried on by an entity that is affiliated with a Competing Business as a separate division or other independent organization. Employee understands that the scope of the Company’s business is worldwide and agrees that the duration and geographic scope of the prohibitions in this paragraph 8(d) are reasonable and necessary to protect the value and legitimate interests of the Company’s business. Employee agrees that the restrictions in this Section 8 will not prevent Employee from pursuing his livelihood.

This Agreement does not limit the Company’s rights under any laws, including laws related to trade secrets, unfair competition, copyrights, patents, or trademarks. Employee recognizes that damages alone would not adequately compensate the Company if Employee breaks any of the promises made in this Section 8. Consequently, Employee acknowledges that the Company will be entitled to injunctive relief in the event of a breach, without the obligation to post a bond, in addition to the recovery of any applicable damages and self-help remedies.

Employee may request that the Company grant exceptions to the restrictions set forth in this Section 8 to pursue specific business or employment opportunities. To be effective, any exceptions must be granted in writing by the CEO, shall be strictly limited to their express terms, and shall not limit or waive the Company’s right to fully enforce other terms of this Section 8.

9.	No Disparagement. Employee will not make any written or oral statements or engage in any action that disparages the Company, its products, or its employees. This Section 9 does not prohibit, and it is not intended to discourage, any communications or disclosures required by law.

10.

Confidentiality. Employee promises to keep the terms of this Agreement confidential and not to disclose any information concerning this Agreement or its terms to anyone except: (a) as might be required by law; or (b) to his immediate family, legal counsel, or financial advisors, provided that Employee will require each recipient of information to comply with this confidentiality provision.

11.

Section 409A . The Company intends that this Agreement and the payments provided hereunder will be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder (“Section 409A”). Notwithstanding any provision in this Agreement or in any other agreement or plan with respect to which Employee is a party or participant: (a) all terms shall be interpreted, operated, and administered in a manner consistent with such intentions; and (b) no acceleration or deferral of any payments to Employee shall be permitted to the extent such acceleration or deferral would cause any of the terms to fail to be exempt from, or fail to comply with, Section 409A.

12.

Breach. In the event Employee breaches any of his promises under this Agreement, including but not limited to his promises under Sections 2, 3, and 5 through 10, Employee shall forfeit the right to all further transitional employment arrangements and severance payments provided in Section 3. Further, the Company may, in its discretion, accelerate the Retirement Date to the date of such breach, and may immediately terminate all further payments, equity rights, or benefits of any type that would otherwise be due under this Agreement, or under the

LOGO

F. Houston Agreement

August 2015

Page 4

Company’s incentive compensation or equity plans. In the event the Company exercises any or all of these remedies for breach, Employee’s promises and obligations under this Agreement, including the releases pursuant to Section 5, shall remain in full force and effect. Nothing in this Section 12 shall limit the Company’s right to pursue other or additional remedies for breach.

13.

Attorneys’ Fees. Each party shall be solely responsible for their own attorneys’ fees and costs in the event of any litigation or other dispute between them concerning the application, enforcement, or effect of this Agreement, including any action to recover damages or other relief based on claims subject to Section 5. The parties expressly waive any right to recover attorneys’ fees and costs in any such litigation or dispute.

14.

Governing Law, Enforcement, and Severability. This Agreement shall be interpreted and enforced according to the laws of the State of Washington. Any action or proceeding arising from or relating to this Agreement shall be brought in a state or federal court in the State of Washington. The provisions of this Agreement are severable. If any part of this Agreement is found to be unenforceable, the other provisions shall continue in effect to the fullest extent possible. A court of competent jurisdiction shall have the power to modify any unenforceable provision as necessary to comply with applicable law and to make this Agreement enforceable to the maximum possible extent.

15.

Consideration and Revocation Period . Employee understands he has twenty-one days from the Date Received to consider whether to sign this Agreement. The Company recommends that Employee use this period to consult an attorney. Employee may sign or reject this Agreement at any time during this Consideration Period. If he signs before twenty-one days expire, that will constitute a voluntary waiver of the remainder of the period. Employee understands that if he signs below, he will have another seven days to change his mind and revoke this Agreement. To revoke this Agreement, he understands he must do so in writing, delivered to the Company’s Vice President Human Resources within the seven-day period.

16.

Effective Date. This Agreement becomes effective and binding on the eighth day after Employee’s signature below, provided: (a) Employee returns the fully-executed Agreement within twenty-one days following the Date Received; and (b) does not revoke the Agreement before the eighth day (“Effective Date”).

17.

Entire Agreement. This Agreement is the entire agreement between Employee and the Company. It supersedes all prior agreements and understandings, except the Nondisclosure Agreement referred to in Section 7. In particular, and without limitation, this Agreement supersedes the Termination Protection Agreement between Employee and the Company dated December 23, 2008, which is hereby rescinded. This Agreement may not be modified or amended except in writing and signed by all parties.

18.

Knowing and Voluntary Agreement. Employee has read this Agreement carefully and understands it. He has not relied on any statement or promise that is not written in this Agreement. The Company has advised Employee to consult an attorney about this Agreement before signing it, and he acknowledges he has had ample opportunity to do so and has decided to proceed with signing. Employee is fully aware of the legal and binding effect of this Agreement. He has entered this Agreement voluntarily without duress or coercion from any source.

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F. Houston Agreement

August 2015

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*Agreed:*

*Frank E. Houston*				*Esterline Technologies Corporation* by:

/s/ FRANK HOUSTON				/s/ CURTIS REUSSER
Signature				Signature

July 31, 2015				Curtis Reusser, CEO, Pres. & Chairman
Date				Printed name and title

				July 31, 2015
				Date

Attachment A – Nondisclosure Agreement

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F. Houston Agreement

August 2015

Page 6

Exhibit 10.3

Date Received: July 31, 2015

Revised & Received: August 4, 2015, v.2

Revised & Received: August 6, 2015

Transition Agreement and Release

1.	Purpose. Alain Durand (“Employee”) and Esterline Technologies Corporation (“the Company”) have reached this agreement (“Agreement”) concerning the end of Employee’s employment, on the following terms.

Resignations from Current Positions. Employee hereby resigns from his positions as Segment President and as an officer of the Company, and resigns from any and all officer, director, and/or employee positions with any of the Company’s subsidiaries, affiliates, and related entities worldwide, and the Company hereby accepts his resignations, effective August 14, 2015. Employee will cooperate with Company requirements to complete, sign, and submit any and all documentation required by law or practice to effect these resignations. Employee acknowledges and agrees that he has no right to continued employment with the Company or with any of its subsidiaries or affiliates following August 14, 2015.

Wages and Benefits. The Company will pay Employee all wages due and vacation accrued through August 14, 2015. Employee’s health benefits, if any, will expire December 31, 2015 . If eligible, Employee may choose to purchase continued health coverage under COBRA for himself and his qualified dependents at his own expense. This Agreement does not affect Employee’s entitlements, if any, under the Company’s retirement plans, incentive compensation plans, or under the Company’s Equity Incentive Plan. Such entitlements shall be determined in accordance with the terms of those plans, and as provided in Section 4b below.

Transition Arrangements & Compensation. In exchange for Employee’s resignations above, and for other good and valuable consideration contained in this Agreement, the Company will relieve Employee of all usual duties as a Company officer, and will provide Employee with transitional employment arrangements and pay designed to accommodate his interests and needs, as follows. All amounts stated in this Section 4 are gross amounts before taxes and other, usual payroll deductions.

Transitional Employment. From August 15, 2015, through December 31, 2015, which shall be his last day of work (the “Separation Date”), the Company will employ Employee as a Senior Advisor. In that capacity, Employee will have no regularly assigned duties, but will report to the Company’s Chief Executive Officer (“CEO”) and will assist with the transition of Segment leadership responsibilities and undertake special projects, as directed. During this period, the Company will continue to pay Employee his current base salary, but Employee will not be entitled to, nor will he accrue any vacation or sick leave.

Incentive Compensation and Equity Grants. Employee will be entitled to receive any awards that might be earned under the Company’s FY15 Annual Incentive Compensation Plan, and under the Company’s Long Term Incentive Plan for FY13-FY15, in accordance with the terms of those plans. Employee’s awards will be computed for the full 2015 fiscal year. Employee will not be appointed to participate in any FY16 incentive plans. Employee’s

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eligibility to receive equity rights in Company shares shall be determined and administered in accordance with the terms of the equity grants he holds, and with the Company’s Equity Incentive Plan.

Outplacement Services. If the Employee requests, the Company will arrange and pay for twelve months of professional outplacement services to assist him in his search for new employment.

Income Tax Services. Esterline will pay its designated accounting firm to provide income tax return preparation services for the Employee for all tax years in which he received income from Esterline ending with 2016.

COBRA Assistance. The Company will pay Employee $16,700.00 to defray the cost of continued health coverage for himself and his qualified dependents for the eight-month period from January 2016 through August 2016. This payment will be made with the lump sum payment provided in Section 4f below. Employee bears administrative responsibility for electing and paying for COBRA continuation benefits, should he choose to do so.

Lump Sum. In January 2016 the Company will also make a final, lump sum payment to Employee in an amount equal to:

His current, annual base salary of $407,000.00 reduced by the total salary previously paid to Employee under paragraph 4a; plus,

$86,334.00, which is equal to half the Employee’s average actual award earned under the Company’s Annual Incentive Compensation Plans for the prior two fiscal years, FY13 and FY14.

Employee acknowledges he has no preexisting right to these transition benefits, and that the Company is providing the transitional employment arrangement and the related payments and services described in this Section 4 solely as consideration for this Agreement, in exchange for Employee’s resignations, his release of claims, and for other obligations stated here.

The Release is comprehensive and includes any and all actual or potential claims arising on or before the date of Employee’s signature below, whether those claims are presently known or unknown.

The Release includes, but is not limited to, any claims arising from or related to Employee’s employment with the Company or the termination of that employment.

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The Release shall not extend to any claim Employee cannot waive as a matter of law; any vested benefits under the Company’s benefit plans; any breach of the Company’s obligations under this Agreement; or any claims that first arise after the parties sign this Agreement.

Employee confirms that he has not filed a lawsuit or other complaint to assert any claim released here.

Employee expressly waives and will not assert any right of reinstatement or reemployment with the Company or with any Company subsidiary, affiliate, or related entity following the Separation Date.

Return of Company Property. On or before August 14, 2015, Employee promises to return all Company property, including, but not limited to, any and all keys, keycards, files, electronic and paper documents, data, copies of documents and data, equipment, software, and hardware used by Employee during his employment. Provided, however, that the CEO may authorize Employee to retain certain equipment, data, or access as might be needed in his Senior Advisor role. Employee promises to return all such Company property on or before his Separation Date.

Protected Information. Employee understands his continuing obligations to keep secret all Company Confidential Information as defined in and required by the Invention Agreement he signed on June 21, 2014. That agreement is attached hereto as Attachment A, and Employee reconfirms his commitment to comply with its terms. In addition, Employee specifically promises he will continue indefinitely to abide by any and all government controls on information to which he had access during his employment as might be required to protect industrial security and to comply with export controls and data privacy rights.

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For purposes of the above, Employee will not be considered to be connected with any Competing Business solely on account of Employee’s: (i) ownership of less than five percent (5%) of the outstanding capital stock or other equity interests in any Competing Business; or (ii) engagement by, performance of services for, participation in, or other connection with any business that is not a Competing Business but that is carried on by an entity that is affiliated with a Competing Business as a separate division or other independent organization. Employee understands that the scope of the Company’s business is worldwide and agrees that the duration and geographic scope of the prohibitions in this paragraph 8(d) are reasonable and necessary to protect the value and legitimate interests of the Company’s business. Employee agrees that the restrictions in this Section 8 will not prevent Employee from pursuing his livelihood.

9.	No Disparagement. Employee will not make any written or oral statements or engage in any action that disparages the Company, its products, or its employees. This Section 9 does not prohibit, and it is not intended to discourage, any communications or disclosures required by law.

10.

11.

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12.

Breach. In the event Employee breaches any of his promises under this Agreement, including but not limited to his promises pursuant to Sections 2, and 5 through 10, Employee shall forfeit the right to all further transitional employment arrangements, payments, and benefits provided in Section 3. Further, the Company may, in its discretion, accelerate the Separation Date to the date of such breach, and may immediately terminate all further payments, equity rights, or benefits of any type that would otherwise be due under this Agreement, or under the Company’s incentive compensation or equity plans. In the event the Company exercises any or all of these remedies for breach, Employee’s promises and obligations under this Agreement, including the releases pursuant to Section 5, shall remain in full force and effect. Nothing in this Section 12 shall limit the Company’s right to pursue other or additional remedies for breach.

13.

14.

15.

Consideration and Revocation Periods. Employee understands he has twenty-one days from the Date Received to consider whether to sign this Agreement. The Company recommends that Employee use this period to consult an attorney. Employee may sign or reject this Agreement at any time during this Consideration Period. If he signs before twenty-one days expire, that will constitute a voluntary waiver of the remainder of the period. Employee understands that if he signs below, he will have another seven days to change his mind and revoke this Agreement. To revoke this Agreement, he understands he must do so in writing, delivered to the Company’s Vice President Human Resources within the seven-day period.

16.

Effective Dates. This Agreement becomes effective and binding on the eighth day after Employee’s signature below, provided: (a) Employee returns the fully-executed Agreement within twenty-one days following the Date Received; and (b) does not revoke the Agreement before the eighth day (“Effective Date”).

17.

Entire Agreement. This Agreement is the entire agreement between Employee and the Company. It supersedes all prior agreements and understandings, except the Invention Agreement referred to in Section 7. In particular, and without limitation, this Agreement: (a) supersedes the Termination Protection Agreement between Employee and the Company dated June 8, 2011, which is hereby rescinded; and (b) also fully satisfies and extinguishes all rights Employee might have, if any, to employment or remuneration related to his previous Company assignments in France, whether those rights arise from law, contract, or any other source. This Agreement may not be modified or amended except in writing and signed by all parties.

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18.


*Agreed:*

*Alain Durand*				*Esterline Technologies Corporation* by:

/s/ ALAIN DURAND				/s/ CURTIS REUSSER
Signature				Signature

August 6, 2015				Curtis Reusser, CEO, Pres. & Chairman
Date				Printed name and title

				August 6, 2015
				Date

Attachment A – Invention Agreement

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Exhibit 99.1

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FOR IMMEDIATE RELEASE

Contact: Julie Albrecht 425-453-9400

ESTERLINE CONSOLIDATES SENIOR OPERATIONAL LEADERSHIP STRUCTURE

BELLEVUE, Wash., August 13, 2015 - Esterline Corporation (NYSE: ESL www.esterline.com), a leading specialty manufacturer serving global aerospace and defense markets, today announced that it has appointed a new segment president and consolidated its senior operational leadership structure under two key executives.

Esterline’s Board of Directors appointed Roger A. Ross as Segment President effective August 24, 2015. Ross will lead Esterline’s Sensors & Systems segment, succeeding Alain M. Durand, who resigned from his position effective August 14, 2015. Ross is a seasoned international executive who was most recently Senior Vice President, Actuation and Propeller Systems for United Technologies Aerospace Systems, headquartered in the UK, with operations in six countries. Prior to that position, Ross served in various executive roles domestically and internationally, including an extended position managing certain India-based operations for Goodrich Corp., which was acquired by United Technologies in 2012.

The company will also consolidate the management of its Avionics & Controls and Advanced Materials segments under the leadership of Albert S. Yost, effective August 15, 2015. Yost is a strong operations leader who joined Esterline at one of the company’s controls businesses in 1999, held management responsibility for Esterline’s Interface Technologies businesses from May 2007 until May 2011 and has led the Advanced Materials operating segment since June 2011. Yost succeeds Frank E. Houston, who will retire as Segment President, effective August 14, 2015, after over 31 years of outstanding service and increasing positions of responsibility within Esterline. Houston will remain with the company as a senior advisor until May 2016 to ensure a smooth transition of his management responsibilities.

Curtis Reusser, Esterline’s Chairman and Chief Executive Officer, commented, “We are very pleased to make these appointments. We are confident that the consolidation of our management responsibilities together with a fresh leadership perspective will carry numerous benefits. We believe this change will facilitate our ongoing integration process,

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Page 2 of 2 Esterline Corporation Consolidates Senior Operational Leadership Structure

create greater responsiveness, allow us to uncover further opportunities for efficiency and accelerate the implementation of a range of best practices and cost-savings initiatives. Roger brings a broad set of diverse experiences and a global perspective to the Esterline team, in addition to a proven track record of generating growth and driving improvement during his time at Goodrich and UTC.”

Reusser continued, “Speaking for our entire organization, including many predecessors, we express our gratitude and congratulations to Frank Houston on his retirement plans. Frank has had a strong, 31-year career with Esterline, and he made significant contributions to the company as it rose to a leadership position in the aerospace industry. Similarly, I am appreciative of Alain Durand’s many contributions to our company’s growth during his 13-year tenure in various finance, operations and senior leadership roles at Esterline.”

Esterline reports fiscal 2015 third quarter earnings on September 3, 2015. Conference call information can be found at the company’s website at www.esterline.com.

About Esterline:

Esterline Corporation is a leading worldwide supplier to the aerospace and defense industry specializing in three core areas: Advanced Materials; Avionics & Controls; and Sensors & Systems. With annual sales approaching $2 billion, Esterline employs roughly 13,000 people worldwide. Operations within the Advanced Materials segment focus on technologies including high-temperature-resistant materials and components used for a wide range of military and commercial aerospace purposes, and combustible ordnance and electronic warfare countermeasure products. Operations within the Avionics & Controls segment focus on technology interface systems for commercial and military aircraft and similar devices for land- and sea-based military vehicles, cockpit integration systems, secure communications systems, specialized medical equipment, and other high-end industrial and gaming applications. The Sensors & Systems segment includes operations that produce high-precision temperature and pressure sensors, specialized harsh-environment connectors, electrical power distribution equipment, and other related systems principally for aerospace and defense customers.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will,” or the negative of such terms, or other comparable terminology. These forward-looking statements are only predictions based on the current intent and expectations of the management of Esterline, are not guarantees of future performance or actions, and involve risks and uncertainties that are difficult to predict and may cause Esterline’s or its industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Esterline’s actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements due to risks detailed in Esterline’s public filings with the Securities and Exchange Commission including its most recent Annual Report on Form 10-K.