Form 8-K TransDigm Group INC For: Oct 22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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�22, 2014

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TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

001-32833

(Commission File Number)

41-2101738

(IRS Employer Identification No.)

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1301 East 9th Street, Suite 3000, Cleveland, Ohio	�	44114
(Address of principal executive offices)	�	(Zip Code)

(216) 706-2960

(Registrant�s telephone number, including area code)

(Former name or former address, if changed since last report.)

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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 (see General Instruction A.2. below):

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�5.02

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

On October�22, 2014, the Board of Directors (the �Board�) of TransDigm Group Incorporated (the �Company�) approved and adopted the TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan (the �Plan�). The Plan was adopted in in conjunction with the Company�s 2014 Stock Option Plan approved by the Company�s shareholders at a special meeting held on October�2, 2014. Pursuant to the Plan, participants will have the right to receive dividend equivalent payments with respect to options they hold if the Board declares a dividend on the Company�s common stock. Participants who hold vested stock options as of the record date for any such dividend will receive a dividend equivalent payment equal to the amount of dividends that such participant would otherwise have been entitled to receive had his or her vested stock option been fully exercised and the shares acquired held by the participant as of the record date established for such dividend. Participants who hold unvested stock options at the time the Board declares a dividend will also be entitled to receive a cash dividend equivalent payment equal to the amount of dividends that such participant would otherwise have been entitled to receive had his or her unvested stock option been fully vested, exercised and the shares acquired held by the participant as of the record date established for such dividend; provided, that such dividend equivalent payment will not be made until the date the stock option vests pursuant to its terms.

The foregoing description of the terms of the Plan is qualified in its entirety by the full text of the Plan, a copy of which is filed herewith as Exhibit 10.1.

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Item�7.01

Regulation FD Disclosure.

On October�22, 2014, the Board authorized a stock repurchase program that authorizes the Company to repurchase up to $250 million of the Company�s common stock. The repurchase program replaces the Company�s former $200 million stock repurchase program under which the Company has purchased approximately $160 million of common stock since October 2013. The stock repurchase program may be carried out at the direction of the Company through open market purchases (which may or may not include one or more plans under Rule 10b5-1 of the Securities Exchange Act of 1934), block trades, and Board-approved privately negotiated transactions. Any repurchased shares will be held in treasury and will be available for general corporate purposes.

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Item�9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed with this Current Report on Form 8-K:

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Exhibit�10.1	��	TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan

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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.

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Date: October�28, 2014

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Exhibit Index

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Exhibit�10.1	��	TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan

Exhibit 10.1

TRANSDIGM GROUP INCORPORATED

2014 STOCK OPTION PLAN DIVIDEND EQUIVALENT PLAN

Section�1. PURPOSE

The purpose of this Plan is to provide certain participants in the Company�s 2014 Stock Option Plan with the right to receive dividend equivalent payments in the event that a dividend is declared by the Company in connection with a recapitalization or a similar corporate event.

Section�2. DEFINITIONS

(a) �Affiliate� means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Section�424(e) and (f), respectively, of the Code.

(b) �Board� means the Board of Directors of the Company.

(c) �Code� means the Internal Revenue Code of 1986, as amended.

(d) �Committee� means the Compensation Committee of the Board.

(e) �Company� means TransDigm Group Incorporated, a Delaware corporation.

(f) �Corporate Transaction� means a transaction that qualifies as a �corporate transaction� for purposes of Treasury Regulation Section�1.409A-1(b)(5)(v)(D).

(g) �Option� means an option to purchase common stock of the Company under the 2014 Stock Option Plan.

(h) �Participant� means a person or entity to whom an Option is granted pursuant to the 2014 Stock Option Plan or, if applicable, such other person or entity who holds an outstanding Option.

(i) �Plan� means the TransDigm Group Incorporated Dividend Equivalent Plan, as the same may be amended from time to time.

(j) �2014 Stock Option Plan� means the TransDigm Group Incorporated 2014 Stock Option Plan, as the same may be amended from time to time.

Section�3. ADMINISTRATION

(a) General. The Plan shall be administered by the Committee.

(b) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have sole authority, in its absolute discretion: (i)�to construe and interpret the Plan, and to establish, amend and revoke rules and regulations for its administration; (ii)�to amend the Plan as provided in Section�5(a); and (iii)�to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan. Notwithstanding any other provision of the Plan, any action required or permitted to be taken by the Committee may be taken by the Board.

(c) Committee Determinations. All determinations, interpretations and constructions made by the Committee in good faith shall not be subject to review by any person or entity and shall be final, binding and conclusive on all persons and entities.

Section�4. PAYMENT OF DIVIDEND EQUIVALENT

(a) Dividend Equivalents. If the Company declares a dividend on common stock of the Company, Participants shall be eligible to receive a cash dividend equivalent payment or a reduction of the exercise price of unvested Options as follows:

(i) Vested Options. Participants who hold vested Options on the record date with respect to any such dividend shall be eligible to receive a cash dividend equivalent payment equal to the amount that such Participant would otherwise have been entitled to receive had his or her vested Option been fully exercised immediately prior to such record date. The cash dividend equivalent payment shall be paid to Participants eligible for such payments under this Section�4(a)(i) no later than the later of (A)�December�31 of the year in which the dividend is declared or (B)�two and one-half (2 ¹/₂) months following end of the calendar month in which the dividend is declared by the Company dividend is declared by the Company in accordance with this Section�4(a).

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(ii) Unvested Options.

(1) If the Company declares such dividend other than in a Corporate Transaction, Participants who hold unvested Options on the record date with respect to such dividend shall be eligible to receive a cash dividend equivalent payment equal to the amount that such Participant would otherwise have been entitled to receive had his or her unvested Option been fully vested and exercised immediately prior to such record date; provided that such cash dividend equivalent amount shall not be paid to any such Participant until the date such Option vests pursuant to the terms set forth in such Participant�s applicable Option agreement and no later than two and one-half (2 1/2 ) months following the calendar year in which the Option vests.

(2) If that the Company declares such dividend in a Corporate Transaction, then, except as provided in the last sentence of this Section�4(a)(ii)(2), the Company shall pursuant to such Corporate Transaction replace or assume any outstanding unvested Options with new options, the exercise price of which shall be reduced from the original Option by the amount of such dividend per share (but not below $0); provided that the ratio of the exercise price of the new option to the fair market value of such new option immediately after the substitution or assumption is not greater than the ratio of the exercise price of the unvested Option to the fair market value of the unvested Option immediately before such substitution or assumption. Unless otherwise determined by the Committee, in the event the exercise price of any new option is reduced pursuant to this Section�4(a)(ii)(2), the Participant shall not receive any cash dividend equivalent payment with respect to any dividend paid in connection with such Corporate Transaction. Notwithstanding the foregoing, if the Committee determines that so reducing the exercise price is prohibited by law, regulation, New York Stock Exchange rule or the 2014 Stock Option Plan or creates a material adverse consequence for the Company, or if for any other reason the exercise price is not so reduced, then the Participants shall receive a dividend equivalent payment in accordance with Section�4(a)(ii)(1).

(iii) In no event shall a cash dividend equivalent payment be tied to or otherwise dependent upon the exercise of an Option.

(b) Taxes. Dividend equivalent payments made in accordance with subsection (a)�shall be subject to withholding of all applicable taxes.

(c) Section�409A. The dividend equivalent payments made in accordance with subsection (a)�are not intended to constitute �nonqualified deferred compensation� within the meaning of Section�409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any dividend equivalent payments may be subject to Section�409A of the Code, the Committee may adopt such amendments to the Plan or take any other actions that the Committee determines are necessary or appropriate to (i)�exempt such dividend equivalent payment from Section�409A of the Code or (ii)�comply with the requirements of Section�409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any dividend equivalent payments are deemed to be subject to Section�409A of the Code, the Plan will be interpreted to comply with Section�409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder.

Section�5. MISCELLANEOUS

(a) Amendment of Plan. The Committee at any time, and from time to time, may amend the Plan.

(b) Termination or Suspension of the Plan. The Committee may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the first business day following the later to occur of (i)�the date on which the 2014 Stock Option Plan is terminated, or (ii)�the date on which no Options are outstanding under the 2014 Stock Option Plan.

(c) Effective Date of the Plan. The Plan shall be effective as of October�22, 2014.

(d) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

(e) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than himself.

(f) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

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