BE AEROSPACE INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex102.txt
<TEXT>
                                                                  Exhibit 10.2

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  This Amended and Restated  Agreement  (this  "Agreement")
dated as of August 1, 2005, is between BE Aerospace, Inc., a Delaware
corporation (the "Company") and Amin J. Khoury ("Executive").

         WHEREAS, Executive and the Company entered into that certain Employment
Agreement dated as of September 14, 2001 and thereafter amended said agreement
by two amendments (said Employment Agreement and amendments hereinafter
collectively the "Employment Agreement"); and

         WHEREAS, Executive, having provided services to the Company since
August 1, 1987, agrees to provide services for an additional period as provided
herein, and the Company wishes to procure such services; and

         WHEREAS, Executive and the Company wish to further amend and restate
the Employment Agreement in its entirety;

         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties agree as follows:

1.       REFERENCE TO EMPLOYMENT AGREEMENT.

                  The Employment Agreement is hereby restated, superseded and
replaced in its entirety by this Agreement.

2.       ARRANGEMENT.

                  Executive shall provide to the Company, and the Company shall
accept from Executive, the services set forth in Section 4.2 below, subject to
the terms and conditions set forth in this Agreement.

3.       TERM.

                  Executive shall provide to the Company services hereunder
during the term of this Agreement which, unless otherwise terminated pursuant to
the provisions of Article 7 hereof, shall be the period ending three (3) years
from any date as of which the term is being determined (the "Employment Term").
The date on which the Employment Term ends, including any extensions thereof, is
sometimes hereinafter referred to as the "Expiration Date."

4.       CAPACITY, SERVICES AND PERFORMANCE.

         4.1 Capacity. Executive shall serve the Company as its Chairman of the
Board of Directors (the "Board"), or in such other Board or executive capacity
as the Board may designate from time to time, but only upon agreement with
Executive.
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         4.2 Services.In the capacity set forth in Section 4.1 above, Executive
shall be retained by the Company and shall perform such duties and
responsibilities on behalf of the Company as Executive and the Board shall by
mutual agreement from time to time determine.

         4.3 Performance.During the Employment Term, Executive shall use his
business judgment, skill and knowledge to the advancement of the Company's
interests and to the discharge of his duties and responsibilities hereunder;
provided that Executive shall be required only to devote so much time as
Executive determines is reasonably necessary to discharge his duties as Chairman
of the Board, and, subject to the provisions of Section 6 below, Executive may
engage in other business activities during the Employment Term.

5. COMPENSATION AND BENEFITS.

         5.1 Salary. Effective as of August 1, 2005 Executive shall receive an
annual salary (the "Salary") of $874,000 during each year of the Employment
Term. Such Salary shall be subject to adjustment from time to time by the Board;
provided, however, that it shall at no time be adjusted below the Salary for the
preceding year. Commencing on January 1, 2006, and on March 1 of each year
thereafter during the Employment Term, the Salary then in effect shall be
increased by an amount not less than the amount determined by applying to the
Salary then in effect the percentage increase in the U.S. Bureau of Labor
Statistics Consumer Price Index Revised - Urban Wage Earners and Clerical
Workers - National - All Items (1982-84 = 100) (the "Index") for the consecutive
twelve (12) month period (March through February) immediately preceding such
March 1. If the Index is no longer issued, the Board and Executive shall agree
upon a substitute index issued by such agency which most reasonably reflects the
criteria utilized in the most recent issue of the Index. Except as otherwise
provided in this Agreement, the Salary shall be payable biweekly or in
accordance with the Company's current payroll practices, and shall be pro-rated
for any period of service less than a full year.

         5.2 Bonuses. Executive may receive bonuses from the Company when, as
and if determined from time to time by the Board. Any such bonuses paid to
Executive shall be in addition to the Salary then in effect.

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         5.3 Benefits. Executive shall be entitled to participate in all
employee benefit plans, life insurance plans, disability income plans, incentive
compensation plans and other benefit plans, other than retirement plans, as may
be from time to time in effect for executives of the Company generally. In
addition, Executive and his spouse, for as long as they each may live, shall be
entitled to all medical, dental and health benefits available from time to time
to the Company's executive officers and their spouses, respectively, and
Executive and his spouse, for as long as they each may live, shall be entitled
to the benefits available under the Company's executive medical reimbursement
plan in effect as of January 1, 2005.

         5.4 Business Expenses. The Company shall pay or reimburse Executive
during the Employment Term for all reasonable business expenses incurred or paid
by him in the performance of his services, subject to reasonable substantiation
and documentation.

         5.5 Automobile. During the Employment Term, Executive shall be
furnished either, as determined by the Company, an automobile owned or leased by
the Company or an automobile allowance, which automobile or allowance shall be
at least equivalent to that which the Company is providing to Executive as of
January 1, 2005.

         5.6 Equity Incentive Compensation.Through the Employment Period,
Executive shall be entitled to participate in any applicable equity incentive
compensation program of the Company.

6. PROPRIETARY RIGHTS AND NON-COMPETITION.

                  Executive acknowledges that the Company is engaged in a
continuous program of research, development and production in connection with
its business, present and future, and hereby covenants as follows:

         6.1 Confidentiality. Executive will maintain in confidence and will not
disclose or use, either during or after the Employment Term, any proprietary or
confidential information or know-how belonging to the Company ("Proprietary
Information" hereinafter defined), whether or not in written form, except to the
extent required to perform duties on behalf of the Company. For purposes of this
Agreement, "Proprietary Information" shall mean any information, not generally
known to the relevant trade or industry, which was obtained from the Company, or
which was learned, discovered, developed, conceived, originated or prepared by
Executive in connection with this Agreement. Such Proprietary Information
includes, without limitation, software, technical and business information
relating to the Company's inventions or products, research and development,
production processes, manufacturing and engineering processes, machines and
equipment, finances, customers, marketing and production and future business
plans, information belonging to customers or suppliers of the Company disclosed
incidental to Executive's performance under this Agreement, and any other
information which is identified as confidential by the Company, but only so long
as the same is not generally known in the relevant trade or industry.

         6.2 Inventions.

             6.2.1   Definition of Inventions. For purposes of this Agreement,
                     "Inventions" shall mean any new or useful art, discovery,

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                     contribution, finding or improvement, whether or not
                     patentable, and all related know-how. Inventions shall
                     include, without limitation, all designs, discoveries,
                     formulae, processes, manufacturing techniques,
                     semiconductor designs, computer software, inventions,
                     improvements and ideas.

             6.2.2   Disclosure and Assignment of Inventions. Executive will
                     promptly disclose and describe to the Company all
                     Inventions which he may solely or jointly conceive,
                     develop, or reduce to practice during the Employment Term
                     (i) which relate at the time of conception, development, or
                     reduction to practice of the Invention to the Company's
                     business or actual or demonstrably anticipated research or
                     development, (ii) which were developed, in whole or in
                     part, on the Company's time or with the use of any of the
                     Company's equipment, supplies, facilities or trade secret
                     information, or (iii) which resulted from any work
                     performed by Executive for the Company (the "Company's
                     Inventions"). Executive hereby assigns to the Company all
                     of his right, title and interest world-wide in and to the
                     Company's Inventions and in all intellectual property
                     rights based upon the Company's Inventions; provided,
                     however, that Executive does not assign or agree to
                     assign any Inventions, whether or not
                     relating in any way to the Company's business or
                     demonstrably anticipated research and development, which
                     were made by him prior to the date of this Agreement, or
                     which were developed by him independently during the
                     Employment Term and not under the conditions stated in
                     subparagraph (ii) above.

         6.3 Documents and Materials. Upon termination of this Agreement or at
any other time upon the Company's request, Executive will promptly deliver to
the Company, without retaining any copies, all documents and other materials
furnished to him by the Company, prepared by him for the Company or otherwise
relating to the Company's business, including, without limitation, all written
and tangible material in his possession incorporating any Proprietary
Information.

         6.4 Competitive Employment. During the Employment Term and for a period
of two (2) years thereafter (collectively, the "Extended Term"), Executive will
not engage in any employment, consulting, or other activity in any business
competitive with the Company without the Company's written consent, which
consent shall not be unreasonably withheld; provided, however, that nothing in
this Section 6.4 shall preclude Executive from serving as a director of any
other corporation.
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         6.5 Non-Solicitation. During the Extended Term, Executive will not
solicit or encourage, or cause others to solicit or encourage, any employees of
the Company to terminate their employment with the Company.

         6.6 Acts to Secure Proprietary Rights.

             6.6.1   Further Acts. Executive agrees to perform, during and after
                     the Employment Term, all acts deemed necessary or desirable
                     by the Company to permit and assist it, at its expense, in
                     perfecting and enforcing the full benefits, enjoyment,
                     rights and title throughout the world in the Company's
                     Inventions. Such acts may include, without limitation,
                     execution of documents and assistance or co-operation in
                     the registration and enforcement of applicable patents and
                     copyrights or other legal proceedings.

             6.6.2   Appointment of Attorney-In-Fact. In the event that the
                     Company is unable, for any reason whatsoever, to secure
                     Executive's signature to any lawful and necessary document
                     required to apply for or execute any patent, copyright or
                     other applications with respect to any of the Company's
                     Inventions (including improvements, renewals, extensions,
                     continuations, divisions or continuations in part thereof),
                     Executive hereby irrevocably appoints the Company and its
                     duly authorized officers and agents as his agents and
                     attorneys-in-fact to execute and file any such application
                     and to do all other lawfully permitted acts to further the
                     prosecution and issuance of patents, copyrights or other
                     rights thereon with the same legal force and effect as if
                     executed by him, intending hereby to create a so-called
                     "durable power" which will survive any subsequent
                     disability.

         6.7 No Conflicting Obligations. Executive's performance of this
Agreement does not breach and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by him.

         6.8 Corporate Opportunities. Executive agrees that he will first
present to the Board, for its acceptance or rejection on behalf of the Company,
any opportunity to create or invest in any company which is or will be involved
in equipping or furnishing airplane cabin interiors, which comes to his
attention and in which he, or any of his affiliates, might desire to
participate. If the Board rejects the same or fails to act thereon in a
reasonable time, Executive shall be free to invest in, participate or present
such opportunity to any other person or entity.

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         6.9 Specific Performance. Executive acknowledges that a breach of any
of the promises or agreements contained herein could result in irreparable and
continuing damage to the Company for which there may be no adequate remedy at
law, and the Company shall be entitled to seek injunctive relief and/or a decree
for specific performance.

7.       TERMINATION AND CHANGE OF CONTROL.

         7.1 Termination Date; Termination Prior to Change of Control or
Following Change of Control.

             7.1.1   Termination Date. The term "Termination Date" shall mean
                     the date on which Executive's employment with the Company
                     terminates for any reason prior to the Expiration Date.

             7.1.2   Termination by Executive Prior to or Following a Change of
                     Control. If Executive resigns prior to or more than three
                     years following the occurrence of a Change of Control, then
                     on the Termination Date, Executive shall receive payment of
                     (i) his unpaid Salary through the Termination Date, (ii)
                     the Retirement Compensation pursuant to Section 7.6 hereof,
                     determined as of the Termination Date, to the extent not
                     already paid pursuant to Section 7.4.1(i)(B), (iii) the
                     other retirement benefits pursuant to Section 7.6 hereof,
                     and (iv) the Severance Pay pursuant to Section 7.5 hereof.
                     In addition, Executive and his spouse shall be entitled to
                     a continuation of their medical, dental and health benefits
                     pursuant to Section 5.3 hereof.

             7.1.3   Termination by Company Prior to or Following a Change of
                     Control. If the Company terminates the Executive's
                     employment hereunder prior to or more than three years
                     after the occurrence of a Change of Control for any reason
                     other than death pursuant to Section 7.2 or incapacity
                     pursuant to Section 7.3, then on the Termination Date,
                     Executive shall receive payment of (i) any accrued and
                     unpaid Salary through the Termination Date, (ii) bonuses
                     declared to be payable to Executive for any fiscal periods
                     of the Company ending prior to the Termination Date, (iii)
                     a lump sum equal to his Salary from the Termination Date
                     through the Expiration Date, (iv) the Retirement
                     Compensation pursuant to Section 7.6 hereof, determined as
                     of the Expiration Date, to the extent not already paid
                     pursuant to Section 7.4.1(i)(B), (v) the other retirement
                     benefits pursuant to Section 7.6 hereof, and (vi) the
                     Severance Pay pursuant to Section 7.5 hereof. In addition,
                     (A) Executive and his spouse shall be entitled to a
                     continuation of their medical, dental and health benefits
                     pursuant to Section 5.3 hereof, (B) any stock options (or
                     other equity awards) granted to Executive that would not
                     vest on or prior to the Termination Date shall vest and be
                     exercise immediately, and such stock options shall continue
                     to be exercisable until the later of their expiration date
                     or the date on which shares of the Company are no longer
                     traded as such and (C) for the period from Executive's
                     actual Termination Date until the Expiration Date, the
                     Company shall:

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                          (1) provide Executive with continued life insurance
                     and disability insurance coverage in the same amounts and
                     upon the same terms and conditions as in effect on his
                     Termination Date;

                          (2) reimburse Executive for business expenses in the
                     same manner and to the same extent required pursuant to
                     Section 5.4 hereof prior to the Termination Date; and

                          (3) continue to provide Executive with the automobile
                     allowance provided pursuant to Section 5.5 hereof as of the
                     Termination Date.

                     If a Change of Control should occur prior to the
                     Expiration Date, the Company shall, in addition, make
                     the payment specified in Section 7.4.1(i)(A)(2).

         7.2  Death.

             7.2.1   Executive's employment hereunder shall terminate upon his
                     death. In such event, the Company shall, within thirty (30)
                     days following the Termination Date, pay to such person as
                     Executive shall, have designated in a notice filed with the
                     Company, or if no such person shall have been designated,
                     to his estate, a lump sum payment equal to the (i) Salary
                     that would have been due to Executive had this Agreement
                     been in effect from the date of his death until the
                     Expiration Date and the (ii) Retirement Compensation as
                     provided in Section 7.6 below.

             7.2.2   Upon Executive's death, the Company shall, within thirty
                     (30) days following the Termination Date, also pay to such
                     person as Executive shall have designated in a notice filed
                     with the Company, or if no such person shall have been
                     designated, to his estate, a lump-sum death benefit in the
                     amount of $3 million.

             7.2.3   Upon Executive's death, The Company shall, within thirty
                     (30) days following the Termination Date, also pay to such
                     person as Executive shall have designated in a notice filed
                     with the Company, or if no such person shall have been
                     designated, to his estate, a lump-sum equal to (A) any
                     accrued and unpaid Salary through the Termination Date, and
                     (B) any bonuses declared to be payable to Executive for any
                     fiscal periods of the Company ending prior to the
                     Termination Date. Executive's spouse shall be entitled to
                     continuation of medical, dental and health benefits
                     pursuant to Section 5.3 hereof.

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         7.3 Incapacity. If, in the reasonable judgment of the Board, as a
result of Executive's incapacity due to physical or mental illness or otherwise,
Executive shall for at least six (6) consecutive months during the Employment
Term have been unable to perform his duties under this Agreement on a full-time
basis, the Company may terminate Executive's employment as provided in this
Section 7.3. If the Company desires to so terminate Executive's employment, the
Company shall:

             (i)     give prompt notice to Executive of any such termination;
                     and

             (ii)    until the Expiration Date, (a) pay to Executive or in the
                     event of Executive's subsequent death, such person as
                     Executive shall have designated in a notice filed with the
                     Company, or if no such person shall have been designated,
                     to Executive's estate, two (2) times the highest annual
                     Salary paid to Executive prior to the Termination Date, (b)
                     continue to provide Executive with the disability insurance
                     and life insurance coverage, in the same amounts and upon
                     the same terms and conditions provided pursuant to Section
                     5.3 hereof immediately prior to the Termination Date, (c)
                     reimburse Executive for business expenses in the same
                     manner and to the same extent required pursuant to Section
                     5.4 hereof prior to the Termination Date, including without
                     limitation the reimbursement of travel expenses and other
                     travel benefits as were afforded to Executive under the
                     Company's Aircraft Travel Policy Authorization and
                     Limitation on Officer Travel as in effect on May 31, 2001,
                     and (d) continue to provide Executive with the automobile
                     allowance provided pursuant to Section 5.5 hereof
                     immediately prior to the Termination Date; and

             (iii)   pay to Executive (or in the event of Executive's subsequent
                     death, such person as Executive shall have designated in a
                     notice filed with the Company, or, if no such person shall
                     have been designated, to his estate) the entire Retirement
                     Compensation, or the remaining unpaid balance thereof if
                     payments of such Retirement Compensation have commenced, as
                     provided in Section 7.6 and below; and

             (iv)    pay to Executive a lump-sum equal to (A) any accrued and
                     unpaid Salary through the Termination Date, and (B) any
                     bonuses declared to be payable to Executive for any fiscal
                     periods of the Company ending prior to the Termination
                     Date; and

             (v)     continue to provide medical, dental and health benefits as
                     provided in Section 5.3 hereof.

                  Any dispute between the Board and Executive with respect to
Executive's incapacity shall be settled by reference to a competent medical
authority mutually agreed to by the Board and Executive or his personal
representative, whose decision shall be binding on all parties.

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         7.4 Change of Control; Definitions.

             7.4.1   Change of Control. If a "Change of Control" of the Company
                     occurs, the Company will be obligated as provided in this
                     Section 7.4.1. For purposes of determining the Company's
                     obligations under this Section 7.4.1, the date on which a
                     Change of Control occurs shall be referred to as the
                     "Change of Control Date." If a "Change of Control" occurs
                     during the Employment Term, the Company or its successor in
                     interest shall:

             (i)     within five (5) business days after the Change of Control
                     Date, pay to Executive, (or in the event of Executive's
                     subsequent death, such person as Executive shall have
                     designated in a notice filed with the Company, or, if no
                     such person shall have been designated, Executive's
                     estate):

                          (A) a lump sum payment equal to the sum of: (1) the
                     unpaid amount of any bonuses declared to be payable to
                     Executive for any fiscal periods of the Company ending
                     prior to the Change of Control Date, and (2) an amount
                     equal to two (2) times the Salary, at the rate in effect on
                     the Change of Control Date, that would have been payable to
                     Executive through the third anniversary of the Change of
                     Control Date;

                          (B) in a single lump sum payment, the aggregate amount
                     of Retirement Compensation payable to Executive pursuant to
                     Section 7.6 hereof determined as if Executive had continued
                     to be employed by the Company until the third anniversary
                     of the Change of Control Date; and

                          (C) the amount of any Gross-Up Payment payable by the
                     Company to Executive under Section 7.8 hereof;

             (ii)    if, within three years following the Change of Control
                     Date, Executive's employment with the Company is terminated
                     by the Company for any reason other than death pursuant to
                     Section 7.2 or incapacity pursuant to Section 7.3, or if
                     Executive resigns during this period, the Company or its
                     successor shall pay to Executive (A) any accrued and unpaid
                     Salary through the Termination Date, (B) bonuses declared
                     to be payable to Executive for any fiscal periods of the
                     Company ending prior to the Termination Date and (C) for
                     the period from Executive's actual Termination Date until
                     the Expiration Date, the Company shall:

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                          (1) provide Executive with continued life insurance
                     and disability insurance coverage in the same amounts and
                     upon the same terms and conditions as in effect on his
                     Termination Date, or if greater, as those provided
                     immediately prior to the Change of Control Date;

                          (2) reimburse Executive for business expenses in the
                     same manner and to the same extent required pursuant to
                     Section 5.4 hereof prior to the Termination Date, or if
                     greater, to the extent provided immediately prior to the
                     Change of Control Date; and

                          (3) continue to provide Executive with the automobile
                     allowance provided pursuant to Section 5.5 hereof as of the
                     Termination Date, or if greater, as provided immediately
                     prior to the Change of Control Date;

             (iii)   continue to provide to Executive and his spouse, for their
                     respective lifetimes, medical, dental and health benefits
                     as provided in Section 5.3 hereof; provided, however, that
                     the terms and level of such benefits shall be substantially
                     similar as Executive and his spouse were receiving as of
                     the Termination Date, or if greater, as they were receiving
                     immediately prior to the Change of Control Date; and

             (iv)    provide that any stock options (or other equity awards)
                     granted to Executive that would not vest on or prior to the
                     Change of Control Date shall vest and, if applicable, be
                     exercisable immediately upon the execution of any agreement
                     that would constitute a Change of Control (regardless of
                     whether such agreement is consummated), and such stock
                     options shall continue to be exercisable until the later of
                     their expiration date or the date on which shares of the
                     Company are no longer traded as such.

             7.4.2   Executive agrees that if, following a Change of Control of
                     the Company, his employment pursuant to this Agreement
                     continues or he enters into a new employment agreement with
                     a successor entity, he will not be entitled to receive any
                     additional change of control payments or benefits in
                     addition to those described herein.

             7.4.3   Definitions. For purposes of this Agreement, a "Change of
                     Control" means:

             (i)     The effective time of any transaction or completion of a
                     series of transactions involving the ownership of the
                     Company that requires a shareholder vote for the
                     consummation of such transaction(s);

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             (ii)    Individuals who, as of January 1, 2005 (the "Effective
                     Date") constitute the Board of Directors of the Company
                     (the "Incumbent Board") cease for any reason to constitute
                     at least a majority of the Board of Directors of the
                     Company, provided that any person becoming a director
                     subsequent to the Effective Date whose election, or
                     nomination for election by the Company's shareholders, was
                     approved by a vote of at least a majority of the directors
                     then comprising the Incumbent Board (other than an election
                     or nomination of an individual whose initial assumption of
                     office is in connection with an actual or threatened
                     election contest relating to the election of the directors
                     of the Company, as such terms are used in Rule 14a-11 of
                     Regulation 14A promulgated under the Securities Exchange
                     Act) shall be, for purposes of this Agreement, considered
                     as though such person were a member of the Incumbent Board;

             (iii)   The acquisition (other than from the Company) by any
                     person, entity or "group", within the meaning of Section
                     13(d)(3) or 14(d)(2) of the Securities Exchange Act, of 25%
                     or more of either the then outstanding shares of the
                     Company's Common Stock or the combined voting power of the
                     Company's then outstanding voting securities entitled to
                     vote generally in the election of directors (hereinafter
                     referred to as the ownership of a "Controlling Interest")
                     excluding, for this purpose, any acquisitions by (1) the
                     Company or its subsidiaries, (2) any person, entity or
                     "group" that as of the Effective Date owns beneficial
                     ownership (within the meaning of Rule 13d-3 promulgated
                     under the Securities Exchange Act) of a Controlling
                     Interest or (3) any employee benefit plan of the Company or
                     its subsidiaries; or

             (iv)    The sale or other disposition by the Company of 25% or more
                     of the value of its assets to any person or entity that is
                     not controlled by the Company.

         7.5 Severance Pay. If Executive's employment with the Company is
terminated for any reason, other than due to (i) Executive's death pursuant to
Section 7.2 hereof, or (ii) Executive's incapacity pursuant to Section 7.3
hereof, then within five (5) days after Executive's Termination Date, the
Company shall pay to Executive (or in the event of Executive's subsequent death,
such person as Executive shall have designated in a notice filed with the
Company, or, if no such person shall have been designated, to Executive's
estate), a lump sum amount equal to Executive's annual Salary in effect as of
the Termination Date, which lump sum shall not be pro-rated. The obligations of
the Company pursuant to this Section 7.5 is in addition to any other obligations
under Section 7 hereof.


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         7.6 Retirement Compensation.

             7.6.1   Amount of Retirement Compensation. In recognition that
                     Executive founded the Company and will not be eligible for
                     any retirement plan to be offered by the Company to its
                     executives (as provided in Section 5.3 above), Executive
                     shall be entitled to retirement compensation ("Retirement
                     Compensation") equal to the product of (i) 150% times (ii)
                     the highest annual Salary paid to Executive during the
                     Employment Period (the "Highest Annual Salary") multiplied
                     by (iii) the number of years of service provided by
                     Executive to the Company, such service having commenced as
                     of August 1, 1987 ("Commencement Date"), with a ratable
                     adjustment should Executive's final period of service be
                     less than a full year. The Retirement Compensation as so
                     determined shall be paid to Executive (or in the event of
                     Executive's subsequent death, to such person as Executive
                     shall have designated in a notice filed with the Company
                     or, if no such person shall have been designated, to his
                     estate) at the times specified in Section 7.6.2 below, or
                     contributed to the Retirement Trust described in Section
                     7.6.3 below in accordance with that Section. The amount of
                     the Retirement Compensation so due and payable shall not be
                     present-valued or otherwise reduced by use of any other
                     discount or discounting method.

             7.6.2   Payment of Retirement Compensation.

             (i)     Within five business days after the date on which the BE
                     Aerospace, Inc. Executive Compensation Trust II dated April
                     21, 1999, as amended, is terminated (the "Distribution
                     Date"), the Company will distribute the amount of
                     Retirement Compensation that would have been payable to
                     Executive under Section 7.6.1 as of the Distribution Date,
                     based on his years of service through the Distribution Date
                     and his then Highest Annual Salary.

             (ii)    Within five (5) business days after Executive's actual
                     Termination Date, the Company shall pay to Executive an
                     amount equal to (x) the Retirement Compensation payable to
                     Executive as determined in Section 7.6.1 hereof less (y)
                     the sum of (1) the amount of Retirement Compensation
                     previously distributed to Executive pursuant to Section
                     7.6.2(i) and 7.4.1(ii) hereof, and (2) the amounts
                     previously distributed pursuant to Section 7.6.3(i) or
                     7.6.3(ii).

             7.6.3   Retirement Trust.

             (i)     Within ninety days after the Distribution Date, the Company
                     shall establish a trust for the duration of the Employment
                     Term, and, commencing on such date and on a quarterly basis
                     thereafter, each a "Contribution Date" the Company shall
                     contribute to the trust (the "Retirement Trust") for the
                     benefit of Executive an amount equal to (a) the Retirement
                     Compensation that would be payable to Executive under
                     Section 7.6.2(ii) if the Contribution Date was his
                     Termination Date minus (b) the total of all contributions
                     made to the Retirement Trust by the Company as of such
                     Contribution Date. The Retirement Trust to which the
                     Company shall make these contributions shall be
                     irrevocable. The Retirement Trust shall provide that

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                     Executive may withdraw from the Retirement Trust, within
                     the 30 day period beginning on the date on which he
                     receives notice from the Company that the Company has made
                     a contribution pursuant to this Section 7.6.3(i) an amount
                     up to but not to exceed the amount of that contribution. If
                     and to the extent that Executive fails to exercise this
                     withdrawal right within the 30 day period, such withdrawal
                     right shall lapse. The Retirement Trust also shall contain
                     such other provisions as the Company and Executive
                     reasonably agree are necessary in order for the Retirement
                     Trust to qualify as a grantor trust under Section 671 of
                     the Code with Executive as the grantor. The trust agreement
                     for the Retirement Trust shall provide that any assets
                     remaining in the Retirement Trust, after payment of all the
                     Retirement Compensation payable pursuant to this Section
                     7.6, shall be paid to Executive, and that the Retirement
                     Trust shall be exempt from the claims of the Company's
                     creditors.

             (ii)    As of the last day of each calendar quarter ending on or
                     after the Distribution Date, during the Employment Term,
                     the trustee of the Retirement Trust shall be required to
                     distribute to Executive 25% of the amount by which (x) the
                     Assumed Taxes that the Company reasonably estimates will be
                     assessed upon Executive for the calendar year for which the
                     distribution is being made as a result of his beneficial
                     interest in the Retirement Trust, exceeds (y) the amount
                     withdrawn by Executive in such calendar year pursuant to
                     Section 7.6.3(i). For this purpose, the term "Assumed
                     Taxes" shall mean the Federal, State and local income and
                     employment taxes that would be payable by Executive for the
                     year in question, assuming that the amount taxable would be
                     subject to the highest Federal and applicable State and
                     local income and employment taxes.

         7.7 Other Retirement Benefits. In the event that Executive's employment
terminates for any reason other than death pursuant to Section 7.2 or incapacity
pursuant to Section 7.3, then for the period from the Termination Date until the
5th anniversary after the Termination Date, the Company shall: (a) reimburse
Executive for the reasonable costs of leasing and operating an office at a
location selected by Executive that is outside of the Company's office,
including without limitation, the cost of a full-time assistant, and (b) provide
Executive with up to 150 hours per year of corporate jet usage consistent with
the Company's Aircraft Travel Policy, "Authorization and Limitation on Officer
Travel", as in effect on May 31, 2001, or, in the event that the Company does
not own or control an aircraft of the type specified in such policy, or, at the
Company's option, the Company may provide Executive a quarter share of the same
aircraft type specified in such policy under a five year, executive jet party
share program. In the event the Company provides Executive with use of its
corporate jet, the corporate jet shall be available for use by Executive given
seventy-two hours advance notice by Executive to the Company of his intent to
use the aircraft. If and to the extent that the Company is required to withhold
any amounts for taxes with regard to the foregoing, then the provision of the
foregoing benefits shall be conditioned upon the Company and Executive's making
appropriate arrangements to ensure that those withholding requirements are
satisfied.

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<PAGE>

         7.8 Certain Additional Payments by the Company.

             7.8.1   Anything in this Agreement to the contrary notwithstanding,
                     in the event it shall be determined that any payment,
                     distribution, benefit, equity-based or other compensation
                     or other transfer or action by the Company to or for the
                     benefit of Executive (whether paid or payable or
                     distributed or distributable pursuant to the terms of this
                     Agreement or otherwise and including without limitation any
                     additional payments required under this Section 7.8) (a
                     "Payment") would be subject to an excise tax imposed by
                     Section 4999 of the Internal Revenue Code of 1986, as
                     amended (the "Code"), or any interest or penalties are
                     incurred by Executive with respect to any such excise tax
                     (such excise tax, together with any such interest and
                     penalties, are hereinafter collectively referred to as the
                     "Excise Tax"), the Company shall make a payment to
                     Executive (a "Gross-Up Payment") in an amount such that
                     after payment by Executive of all taxes (including any
                     Excise Tax) imposed upon the Gross-Up Payment, Executive
                     retains (or has had paid to the Internal Revenue Service on
                     his behalf) an amount of the Gross-Up Payment equal to the
                     sum of (x) the Excise Tax imposed upon the Payments and (y)
                     the product of any deductions disallowed because of the
                     inclusion of the Gross-Up Payment in Executive's adjusted
                     gross income and the highest applicable marginal rate of
                     federal income taxation for the calendar year in which the
                     Gross-Up Payment is to be made. For purposes of determining
                     the amount of the Gross-Up Payment, Executive shall be
                     deemed to (i) pay federal income taxes at the highest
                     marginal rates of federal income taxation for the calendar
                     year in which the Gross-Up Payment is to be made, and (ii)
                     pay applicable state and local income taxes at the highest
                     marginal rate of taxation for the calendar year in which
                     the Gross-Up Payment is to be made, net of the maximum
                     reduction in federal income taxes which could be obtained
                     from deduction of such state and local.

             7.8.2   Subject to the provisions of Section 7.8.3, all
                     determinations required to be made under this Section 7.8,
                     including whether and when a Gross-Up Payment is required
                     and the amount of such Gross-Up Payment and the assumptions
                     to be utilized in arriving at such determination, shall be
                     made by Deloitte & Touche LLP (the "Accounting Firm") which
                     shall provide detailed supporting calculations both to the
                     Company and Executive within 15 business days of the
                     receipt of notice from Executive that there has been a
                     Payment, or such earlier time as is requested by the
                     Company. In the event that the Accounting Firm is serving
                     as accountant or auditor for the individual, entity or
                     group effecting the Change of Control, Executive shall
                     appoint another nationally recognized accounting firm to
                     make the determinations required hereunder (which
                     accounting firm shall then be referred to as the Accounting
                     Firm hereunder). All fees and expenses of the Accounting
                     Firm shall be borne solely by the Company. Any Gross-Up

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<PAGE>

                     Payment, as determined pursuant to this Section 7.8, shall
                     be paid by the Company to Executive within five days of the
                     receipt of the Accounting Firm's determination. If the
                     Accounting Firm determines that no Excise Tax is payable by
                     Executive, it shall furnish Executive with a written
                     opinion that failure to report the Excise Tax on
                     Executive's applicable federal income tax return would not
                     result in the imposition of a negligence or similar
                     penalty. Any determination by the Accounting Firm shall be
                     binding upon the Company and Executive. As a result of the
                     uncertainty in the application of Section 4999 of the Code
                     at the time of the initial determination by the Accounting
                     Firm hereunder, it is possible that Gross-Up Payments which
                     will not have been made by the Company should have been
                     made ("Underpayment"), consistent with the calculations
                     required to be made hereunder. In the event that the
                     Company exhausts its remedies pursuant to Section 7.8 and
                     Executive thereafter is required to make a payment of any
                     Excise Tax, the Accounting Firm shall determine the amount
                     of the Underpayment that has occurred and any such
                     Underpayment shall be promptly paid by the Company to or
                     for the benefit of Executive.

             7.8.3   Executive shall notify the Company in writing of any claim
                     by the Internal Revenue Service that, if successful, would
                     require the payment by the Company of the Gross-Up Payment.
                     Such notification shall be given as soon as practicable but
                     no later than ten business days after Executive is informed
                     in writing of such claim and shall apprise the Company of
                     the nature of such claim and the date on which such claim
                     is requested to be paid. Executive shall not pay such claim
                     prior to the expiration of the 30-day period following the
                     date on which it gives such notice to the Company (or such
                     shorter period ending on the date that any payment of taxes
                     with respect to such claim is due). If the Company notifies
                     Executive in writing prior to the expiration of such period
                     that it desires to contest such claim, Executive shall:

             (i)     give the Company any information reasonably requested by
                     the Company relating to such claim,

             (ii)    take such action in connection with contesting such claim
                     as the Company shall reasonably request in writing from
                     time to time, including, without limitation, accepting
                     legal representation with respect to such claim by an
                     attorney reasonably selected by the Company,

             (iii)   cooperate with the Company in good faith in order
                     effectively to contest such claim, and

             (iv)    permit the Company to participate in any proceedings
                     relating to such claim; provided, however, that the Company
                     shall bear and pay directly all costs and expenses
                     (including additional interest and penalties) incurred in
                     connection with such contest and shall indemnify and hold
                     Executive harmless, on an after-tax basis, for any Excise
                     Tax or income tax (including interest and penalties with
                     respect thereto) imposed as a result of such representation
                     and payment of costs and expenses. Without limitation on
                     the foregoing provisions of this Section 7.8.3, the Company
                     shall control all proceedings taken in connection with such
                     contest and, at its sole option, may pursue or forego any
                     and all administrative appeals, proceedings, hearings and

                                       15
<PAGE>

                     conferences with the taxing authority in respect of such
                     claim and may, at its sole option, either direct Executive
                     to pay the tax claimed and sue for a refund or contest the
                     claim in any permissible manner, and Executive agrees to
                     prosecute such contest to a determination before any
                     administrative tribunal, in a court of initial jurisdiction
                     and in one or more appellate courts, as the Company shall
                     determine; provided, however, that if the Company directs
                     Executive to pay such claim and sue for a refund
                     the Company shall advance the amount of such payment
                     to Executive, on an interest-free basis and shall
                     indemnify and hold Executive harmless, on an after-tax
                     basis, from any Excise Tax or income tax (including
                     interest or penalties with respect thereto) imposed with
                     respect to such advance or with respect to any imputed
                     income with respect to such advance; and further provided
                     that any extension of the statute of limitations relating
                     to payment of taxes for the taxable year of Executive with
                     respect to which such contested amount is claimed to be due
                     is limited solely to such contested amount. Furthermore,
                     the Company's control of the contest shall be limited to
                     issues with respect to which a Gross-Up Payment would be
                     payable hereunder and Executive shall be entitled to settle
                     or contest, as the case may be, any other issue raised by
                     the Internal Revenue Service or any other taxing authority.

             7.8.4   If, after the receipt by Executive of an amount advanced by
                     the Company pursuant to Section 7.8.3, Executive becomes
                     entitled to receive any refund with respect to such claim,
                     Executive shall (subject to the Company's complying with
                     the requirements of Section 7.8.3 promptly pay to the
                     Company the amount of such refund (together with any
                     interest paid or credited thereon after taxes applicable
                     thereto). If, after the receipt by Executive of an amount
                     advanced by the Company pursuant to Section 7.8.3, a
                     determination is made that Executive shall not be entitled
                     to any refund with respect to such claim and the Company
                     does not notify Executive in writing of its intent to
                     contest such denial of refund prior to the expiration of 30
                     days after such determination, then such advance shall be
                     forgiven and shall not be required to be repaid and the
                     amount of such advance shall offset, to the extent thereof,
                     the amount of Gross-Up Payment required to be paid.

8.       WITHHOLDING.

                  All payments made by the Company under this Agreement shall be
  reduced by any tax or other amounts required to be withheld by the Company
  under applicable law.

                                       16
<PAGE>
9.       INDEMNIFICATION.

                  To the maximum extent permitted under Florida law as from time
to time in effect, and subject to any mandatory exclusion of indemnification
under Delaware law applicable to the indemnification of Executive under this
Section 9, the Company hereby agrees to indemnify Executive and hold him
harmless from, against and in respect of any and all damages, deficiencies,
actions, suits, proceedings, demands, assessments, judgments, claims, losses,
costs, expenses, obligations and liabilities arising from or related to the
performance of the services under this Agreement by Executive.

10.      LEGAL FEES.

                  In the event of a dispute between the parties with respect to
any payments due hereunder in connection with a Change of Control, the Company
will pay the costs of any legal fees and related expenses incurred in connection
with such dispute. Such costs and expenses shall be advanced to Executive
currently as reasonably required to continue such action or proceeding.

11.      UNFUNDED STATUS

                  This Agreement is intended to constitute an unfunded plan for
incentive compensation. Except with respect to the Retirement Compensation,
nothing contained herein shall give any Participant any rights that are greater
than those of a general unsecured creditor of the Company. In its sole
discretion, the Stock Option and Compensation Committee of the Board may
authorize the creation of trusts, acquisition of life insurance policies or
other arrangements to meet the obligations created under this Agreement.

12.      SECTION 409A.

         12.1 Notwithstanding any provision of this Agreement to the contrary,
if Executive is a "specified employee" as defined in Section 409A of the Code he
shall not be entitled to any payments upon a termination of his employment until
the earlier of (i) the date which is six months after Executive's termination of
employment for any reason other than death or (ii) Executive's date of death.
The provisions of this Section 12.1 shall only apply if required to comply with
Section 409A of the Code.

         12.2 If any provision of this Agreement contravenes any regulations or
Treasury guidance promulgated under Section 409A of the Code, or if any tax is
imposed under such Section 409A on any payment to be received by Executive
hereunder, this Agreement or any provision hereof may be reformed by Executive,
subject to the consent of the Company which consent shall not be unreasonably
withheld, to maintain, to the maximum extent practicable, the original intent of
the applicable provision without violating the provisions of Section 409A of the
Code. Executive agrees in good faith to consider any such reformation proposed
by the Company.

                                       17
<PAGE>

         12.3 The provisions of Section 7.8 of this Agreement, mutatis mutandis,
shall apply to any imposition of taxes on Executive under Section 409A of the
Code so that Executive shall be fully grossed up for the amount of, and shall
not be adversely affected by, such taxes.

13.      WAIVER.

                  Executive's or the Company's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right that Executive or the Company may have hereunder
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement. Similarly, the waiver by any party hereto
of a breach of any provision of this Agreement by the other party will not
operate or be construed as a waiver of any other or subsequent breach by such
other party.

14.      SEVERABILITY.

                  If any part of this Agreement is found to be invalid or
unenforceable, that part will be deemed amended to achieve as nearly as possible
the same economic effect as the original provision, and the remainder of this
Agreement will remain in full force and effect.

15.      NOTICES.

                  Any notice or other communication in connection with this
Agreement shall be deemed to be delivered if in writing, addressed as provided
below (or to such other person or address as to which either party may notify
the other in accordance with this Section 15) and actually delivered at said
address:

                  If to Executive, to him at:

                  Amin J. Khoury
                  149 South Beach Road
                  Hobe Sound, FL  33455

                  If to the Company, to it at:

                  BE Aerospace, Inc.
                  1400 Corporate Center Drive
                  Wellington, Florida 33414
                  Attention:  General Counsel

16.      SURVIVAL.

                  The provisions of Sections 5.3 and 6 through 17 inclusive
hereof shall each survive any termination or expiration of this Agreement.


                                       18
<PAGE>


17.      MISCELLANEOUS.

                 This Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof, and supersedes all prior and
contemporaneous understandings and agreements, whether oral or written,
regarding such subject matter. This Agreement may be amended or modified only by
a written instrument signed by Executive and by a duly authorized representative
of the Company. This Agreement may be executed in any number of counterparts,
which together shall constitute one and the same instrument. Except as otherwise
provided in this Agreement, this Agreement shall be governed by and construed in
accordance with the laws (other than the conflicts of law rules) of the State of
Florida.


                                       19
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands,
as of the date first above written.

         EXECUTIVE                           BE AEROSPACE, INC.


/s/  Amin J. Khoury                     By:  /s/  Thomas P. McCaffrey
     --------------                          ------------------------
     Chairman of the Board                   Senior Vice President of
                                             Administration and Chief
                                             Financial Officer




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