<PAGE> 1
Registration No. 33-
------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission
on March 27, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ESTERLINE TECHNOLOGIES CORPORATION
----------------------------------
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2595091
-------- ----------
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
10800 N.E. 8th Street, Bellevue, Washington 98004
--------------------------------------------------
(Address of Principal Executive Offices)
ESTERLINE TECHNOLOGIES CORPORATION AMENDED AND
RESTATED 1987 STOCK OPTION PLAN
-------------------------------
(Full title of the Plan)
ROBERT W. STEVENSON, Executive Vice President and
Chief Financial Officer
Esterline Technologies Corporation
10800 N.E. 8th Street, Bellevue, Washington 98004
(206)453-9400
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.20 par value,
subject to
outstanding
options 85,000 shares $12.875(1) $1,094,375(1) $377.37
Common Stock,
$.20 par value,
not subject to
outstanding
options 190,000 shares $16.125(2) $3,063,750(2) $1,056.47
-----------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the exercise prices of options granted as of the date of
filing of the registration statement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933. The calculation
of the registration fee is based upon a share price of $16.125 which
was the average of high and low prices of Esterline Technologies
Corporation common stock on March 23, 1995, as reported by the New York
Stock Exchange, Inc.
Page 1 of 16 pages
Exhibit Index appears at page II-5
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Portions of earlier registration statements, Registration Nos. 33-22322
and 33-37134, are incorporated herein by reference, as set forth below.
Item 3. Incorporation of Documents by Reference.
-------
The following documents filed by the Company with the Commission are
hereby incorporated by reference herein:
(a) The Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's Annual
Report referred to in (a) above.
(c) The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A.
(d) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the Common Stock pursuant to the Plan described
herein shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
-------
Not applicable.
II-1
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
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This information is incorporated herein by reference to the section
entitled "Indemnification" in the Prospectus filed as part of Registration
No. 33-22322 and to Item 19 of Part II of Registration No. 33-22322.
Item 7. Exemption from Registration Claimed.
-------
Not applicable.
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
5 Opinion of Bogle & Gates
10 Esterline Technologies Corporation Amended and Restated
1987 Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bogle & Gates (See Exhibit 5)
24 Power of Attorney (See page II-3)
</TABLE>
Item 9. Undertakings.
-------
Undertakings (a) and (b) set forth in Item 21 of Part II of Registration
No. 33-22322 are incorporated herein by reference.
Undertaking (h) set forth in Item 21 of Part II of Registration
No. 33-37134 is incorporated herein by reference.
II-2
<PAGE> 4
SIGNATURE OF ISSUER
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue and State of Washington, on this 8th day
of March, 1995.
ESTERLINE TECHNOLOGIES CORPORATION
By /s/ Robert W. Stevenson
--------------------------
Robert W. Stevenson
Executive Vice President
and Chief Financial Officer,
Secretary and Treasurer
SIGNATURES OF OFFICERS AND DIRECTORS
AND POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature
appears below hereby constitutes and appoints Wendell P. Hurlbut and
Robert W. Stevenson, or either of them, his or her true and lawful
attorneys-in-fact and agents. Each is so appointed with full power of
substitution and resubstitution, for the signator and in the signator's name,
place and stead, in any and all capacities, to sign any or all amendments or
post-effective amendments to this registration statement, and to file the
same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission. The signator further grants unto
each of said attorneys-in-fact and agents full power to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that any one or more of said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the date indicated.
II-3
<PAGE> 5
<TABLE>
<S> <C>
/s/ Wendell P. Hurlbut Date: March 8, 1995
------------------------------- ----------------------
Wendell P. Hurlbut, Director,
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert W. Stevenson Date: March 8, 1995
------------------------------- ----------------------
Robert W. Stevenson, Executive
Vice President and Chief
Financial Officer, Secretary
and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Gilbert W. Anderson Date: March 8, 1995
------------------------------- ----------------------
Gilbert W. Anderson, Director
/s/ John F. Clearman Date: March 8, 1995
------------------------------- ----------------------
John F. Clearman, Director
/s/ Edwin I. Colodny Date: March 8, 1995
------------------------------- ----------------------
Edwin I. Colodny, Director
/s/ E. John Finn Date: March 8, 1995
------------------------------- ----------------------
E. John Finn, Director
/s/ Robert F. Goldhammer Date: March 8, 1995
------------------------------- ----------------------
Robert F. Goldhammer, Director
/s/ Jerome J. Meyer Date: March 8, 1995
------------------------------- ----------------------
Jerome J. Meyer, Director
/s/ Paul G. Schloemer Date: March 8, 1995
------------------------------- ----------------------
Paul G. Schloemer, Director
/s/ Malcolm T. Stamper Date: March 8, 1995
------------------------------- ----------------------
Malcolm T. Stamper, Director
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Page
-------------- ------- ----
<S> <C> <C>
5 Opinion of Bogle & Gates 7
10 Esterline Technologies Corporation
Amended and Restated 1987
Stock Option Plan 9
23.1 Consent of Deloitte & Touche LLP 16
23.2 Consent of Bogle & Gates 7
(See Exhibit 5)
24 Power of Attorney 4
(See page II-3)
</TABLE>
II-5
<PAGE> 1
March 27, 1995
Esterline Technologies Corporation
10800 N.E. 8th Street
Bellevue, Washington 98004
Dear Sirs:
We are delivering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Esterline Technologies
Corporation (the "Company") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to an aggregate of 275,000 shares, par value $.20 per share, of
common stock of the Company (the "Shares"). The Shares are to be offered
pursuant to the terms of the Esterline Technologies Corporation Amended and
Restated 1987 Stock Option Plan (the "Plan") to participants in the Plan
(the "Participants").
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfactions, of such documents, corporate
records and other instruments relating to the incorporation of the Company and
to the authorization and issuance of the Shares, and have made such
investigations of law, as we have deemed necessary and advisable.
Based upon the foregoing and having due regard for such legal
questions as we have deemed relevant, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware; and
2. The shares have been duly authorized and, when issued, delivered and
sold by the Company and paid for by the Participants, pursuant to the
terms of the Plan, will
<PAGE> 2
Esterline Technologies Corporation
March 27, 1995
Page 2
constitute duly authorized, validly issued, fully paid and
nonassessable shares of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and to the reference to our firm in
the summary of the Plan provided to Participants, which, together with the
documents incorporated by reference in the Registration Statement, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
Very truly yours,
/s/ Bogle & Gates
------------------
Bogle & Gates
<PAGE> 1
EXHIBIT 10
AMENDED AND RESTATED
ESTERLINE TECHNOLOGIES CORPORATION
1987 STOCK OPTION PLAN
1. Purpose. The purpose of the Esterline Technologies Corporation 1987
--------
Stock Option Plan (the "Plan") is to provide a special incentive to selected
officers and other key employees of Esterline Technologies Corporation (the
"Company") and its subsidiaries to promote the business of the Company and to
encourage such persons to accept or continue employment with the Company.
Accordingly, the Company will offer to sell shares of Stock as hereinafter
defined to such employees of the Company as are designated in accordance with
the provisions of the Plan.
2. Definitions.
------------
2.1 "Board of Directors" means Esterline's Board of Directors
as constituted from time to time.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Committee" has the meaning ascribed to it in Section 3
below.
2.4 "Company" means Esterline and its subsidiaries and
divisions.
2.5 "Disinterested Person" has the meaning ascribed to it in
Section 3 below.
2.6 "Option" means the right to purchase Stock under the Plan.
2.7 "Plan" means the Amended and Restated Esterline Technologies
Corporation 1987 Stock Option Plan as set forth herein.
2.8 "Stock" means Esterline common stock, par value $.20 per
share.
3. Administration. The Plan shall be administered either by the Board
---------------
of Directors of Esterline or by a committee of two or more Disinterested
Persons, as defined below, appointed by the Board of Directors. (Except where
the context otherwise requires, the term "Committee" shall mean any committee
so appointed or, if no such committee is appointed, the Board of Directors.)
Directors of Esterline who are either eligible for options or to whom options
have been granted may vote on any matters affecting the administration of the
Plan or the granting of options under the Plan; provided, however, that no
director shall vote with respect to the granting of an option thereunder to
himself or herself and provided further that no option may be granted to a
director under the Plan except by:
(i) The Committee; or
1
<PAGE> 2
EXHIBIT 10
(ii) The Board of Directors at a meeting at which all the directors,
and all the directors voting on a grant, are Disinterested Persons; provided,
that no person shall be authorized to serve as a member of the Committee if
he or she is not a Disinterested Person; and, provided further, that any action
taken by the Committee which is not in full compliance with the disinterested
administration provisions of Rule 16b-3(c) of the Securities Exchange Act of
1934, as amended, shall be void and of no effect.
For purposes of this Section 3, a "Disinterested Person" means a
director who has not at any time within one year prior to exercising discretion
in administering the Plan been allocated or granted equity securities or stock
options or stock appreciation rights pursuant to the Plan or any other plan of
the Company or any of its affiliates entitling the participants therein to
acquire stock, stock options or stock appreciation rights of the Company or
any of its affiliates, or is otherwise "disinterested" as defined in Rule
16b-3(c) of the Securities Exchange Act of 1934, as amended. Subject to the
provisions of the Plan, the Committee is authorized (a) to direct the grant
of Options, (b) to determine which of the employees of the Company shall be
granted Options, when such grant shall be made and the number of shares of
Stock to be covered by such Options, (c) to determine the fair market value
of the Stock covered by each Option, (d) to determine the nature and amount
of consideration to flow to the Company, (e) to determine the manner and in
its discretion either generally or in any one or more particular instances
to accelerate the time or times when such Options shall be exercisable, (f)
to determine other conditions and limitations, if any, on each Option granted
under the Plan (which need not be identical), (g) to prescribe the form or
forms of the instruments evidencing the Options and any restrictions imposed
on the Stock purchased under the Options and of any other instruments required
under the Plan and to change such forms from time to time, (h) to adopt,
amend and rescind rules and regulations for the administration of the Plan
and waive compliance either generally or in any one or more particular
instances by an optionee with the requirements of any such rule or regulation
or any Option, subject to the provisions of the Plan and any other applicable
requirements, (i) to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan and (j) to interpret the
Plan and to make all other determinations deemed necessary or advisable for
the administration of the Plan. A majority of the members of the Committee
shall constitute a quorum, and all determinations of the Committee shall be
made by a majority of its members. All decisions, determinations and
interpretations of the Committee shall be binding on all parties concerned.
Any determination of the Committee under the Plan may be made without notice
or meeting of the Committee by a writing signed by all of the Committee
members.
4. Shares Covered by the Plan. The Stock to be offered under the
---------------------------
Plan may be unissued shares or treasury shares or a combination thereof, as
the Committee may from time to time determine. Subject to Section 11, the
number of shares available and reserved for issue under the Plan shall not
exceed 1,325,000 shares of Stock. If any Options granted under the Plan, for
any reason, terminate or expire without having been exercised in full, the
Stock not purchased under such Options shall be available again for purposes
of the Plan.
5. Eligibility. Key employees of the Company (including officers and
------------
directors who are employees) shall be eligible for selection by the Committee
as optionees under the Plan. In selecting the individuals to whom Options shall
be granted, as well as in determining the number of shares subject to each
Option, the Committee shall take into consideration the recommendations of the
members of the Committee who are also employees of the Company and such
factors as it shall deem relevant in connection with accomplishing the
purposes of the Plan. An individual who has been granted an Option may, if he
is otherwise eligible, be granted an additional Option or Options; provided,
however, subject to Section 11, no individual shall be granted Options to
purchase in the aggregate more than 350,000 shares of Stock.
2
<PAGE> 3
EXHIBIT 10
6. Limitations on Granting of Options. No Option shall be granted
-----------------------------------
under the Plan after October 27, 1997.
7. Terms and Conditions of Options. All Options granted under the Plan
--------------------------------
shall be subject to the following terms and conditions and to such other terms
and conditions as the Committee shall determine to be appropriate to accomplish
the purposes of the Plan:
(a) Option Price. The Option price per share of Stock under
-------------
each Option shall be not less than the fair market value per share at the time
the Option is deemed granted pursuant to paragraph (b) below. For purposes of
the Plan the fair market value of the Stock on any date shall be determined by
the Committee and may be computed by such method as the Committee shall
consider will reflect the fair market value of the Stock on such date. The
proceeds of sale of Stock subject to Options are to be added to the general
funds of the Company and used for such corporate purposes as the Board of
Directors may determine.
(b) Time of Granting Options. The date of grant of an Option
-------------------------
under the Plan shall, for all purposes, be the later of the date on which the
Committee makes the determination granting such Option or the establishment of
the Option price and no grant shall be deemed effective under the Plan prior
to such date. Notice of the determination shall be given to each employee to
whom an Option is so granted within a reasonable time after the date of such
grant.
(c) Period of Options. The period of an Option shall not exceed
------------------
ten years from the date of the grant and no Option shall be exercisable after
the expiration of such term. In addition, and except as provided in Section 8
hereof, an Option shall not be exercisable unless the holder thereof shall, at
the time of exercise, be an employee of the Company or a subsidiary or an
affiliate of the Company.
(d) Exercise of Options. Except as hereinafter provided, each
--------------------
Option shall be made exercisable at such time or times, whether or not in
installments, as the Committee shall prescribe at the time the Option is
granted. In the case of an Option not immediately exercisable in full, the
Committee may at any time accelerate the time at which all or any part of the
Option may be exercised. The options granted to each of the Company's officers
shall become 100% vested and exercisable on the day before the first to occur \
of the following events:
(i) Any Person (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended [the
"Exchange Act"]), or a broker, bank or trust company
holding common stock of the Company for the account of
customers who are not members of a "group" (within the
meaning of Section 13(d) of the Exchange Act), becoming
the record or beneficial owner of 30% or more of any
class of the Company's voting equity securities, as
disclosed by the Company's stock records or in any
other way, including, without limitation, any filing
with the Securities and Exchange Commission or otherwise
(a "Change in Control"); or
3
<PAGE> 4
EXHIBIT 10
(ii) Upon the purchase of 30% or more of any class of the
Company's voting equity securities pursuant to any tender offer or
exchange offer for shares of the Company's stock, other than one made
by the Company (a "Tender Offer"); or
(iii) Upon approval by the shareholders of the Company (or,
if later, approval by the shareholders of a third party) of any merger,
consolidation, reorganization or other transaction providing for the
conversion or exchange of more than fifty percent (50%) of the
outstanding shares of the Company's stock into securities of a third
party, or cash, or property, or a combination of any of the foregoing
(a "Merger").
In addition, all Options granted hereunder shall become 100%
vested and exercisable on the day before approval by the Board of Directors of
a sale(s) or other disposition(s), during any twelve fiscal month period,
aggregating 30% or more of the equity book value of the Company as measured at
the fiscal month end immediately preceding the first such sale or disposition.
8. Early Termination of Option. All Options granted which have not as
----------------------------
yet become vested and exercisable shall terminate immediately upon termination
of employment or death. All exercisable Options that have not been exercised
shall terminate as follows:
(a) Termination of Employment. All right to exercise an Option
--------------------------
shall terminate not more than three (3) months after the optionee's employment
terminates for any reason other than his death or his disability (within the
meaning of the Company's long term disability plan, if any and if none within
the meaning of 105(d)(4) of the Code) or, if the Option Certificate otherwise
provides, his termination after becoming eligible for retirement under the
terms of the Esterline Retirement Plan and Trust as in effect on the date of
his termination ("Retirement"). Transfer from one corporation within the
Company to another shall not be deemed termination of employment. The
Committee shall have the authority to determine in each case whether an
authorized leave of absence or absence on military or governmental service
shall be deemed a termination of employment for purposes of this subsection.
(b) Death of Optionee. If any optionee dies while employed by
------------------
the Company, or within three (3) months thereafter, his Option shall terminate
at the time provided in his Option certificate for termination in the event of
death or, if the certificate contains no such provision, his Option shall
terminate three years after his death (but in each instance not later than the
date the Option would otherwise expire). In the meantime, subject to the
limitations in the Option, it may be exercised by the executors or
administrators of his estate or by his legatees or heirs.
(c) Disability. In the event of termination of an optionee's
-----------
employment as a result of disability within the meaning of paragraph (a) above,
an optionee's Option shall terminate three years after his employment
terminates, in no event, however, may an Option be exercised after the
expiration of the Option period.
4
<PAGE> 5
EXHIBIT 10
(d) Retirement. In the event of termination of an optionee's
-----------
employment as a result of his Retirement, his option shall terminate at the
time specified in the Option certificate which shall not be a period greater
than three years following his termination (but not, in any event, later than
the date the Option would otherwise expire).
9. Payment for Stock. Shares which are subject to an Option shall be
------------------
issued only upon receipt by the Company of full payment of the consideration
for the shares as to which the Option is exercised. The Optionee may pay for
all or any portion of the aggregate option exercise price for any shares of
Stock purchased upon the exercise of any Option by delivering to the Company
shares of Stock previously held by such optionee or by having shares withheld
from the amount of shares of Stock to be received by the optionee. The optionee
may also request the Company to withhold from the amount of shares to be
received by the optionee upon the exercise of Options the amount of shares less
than or equal to the amount necessary to meet federal, state and local tax
withholding requirements, if any, or may elect to deliver to the Company shares
of the Company's Stock previously held by an optionee in an amount sufficient
to satisfy such tax withholding requirement. Such an election with respect to
the tax withholding obligation (the "Withholding Election") must be made on or
before the date that the amount of the tax to be withheld is determined (the
"Tax Date"). The shares of Stock received by the Company or withheld by the
Company as payment for shares of Stock purchased upon the exercise of Options
or in payment of the applicable tax withholding requirements shall have a fair
market value (as established by the Committee) equal to the aggregate option
exercise price (or portion thereof) or tax withholding amount to be paid
through the exchange of previously held shares of Stock or through the
withholding of shares of Stock to be received by the optionee upon exercise.
Optionees who are subject to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 who wish to make a Withholding Election must do so either
six months or more prior to the Tax Date or within the ten-day period beginning
the third business day following the release to the public of a quarterly or
annual summary statement of sales and earnings of the Company and ending the
twelfth business day after such release date, but in no event later than the
Tax Date. The Company shall not be obligated to deliver any shares unless and
until, in the opinion of the Company's counsel, all applicable federal and
state laws and regulations have been complied with, nor, if the outstanding
Stock is at the time listed upon any stock exchange, unless and until the shares
to be delivered have been listed or authorized to be added to the list upon
official notice of issuance upon such exchange, nor unless or until all other
legal matters in connection with the issuance and delivery of shares have been
approved by the Company's counsel. Without limiting the generality of the
foregoing, the Company may require from the optionee such investment
representation or such agreement, if any, as counsel for the Company may
consider necessary in order to comply with the Securities Act of 1933 and may
require that the optionee agree that any sale of the shares will be made only
in such manner as is permitted by the Committee and that he will notify the
Company when he makes any disposition of the shares whether by sale, gift or
otherwise. The Company shall use its best efforts to effect any such compliance
and listing, and the optionee shall take any action reasonably requested by the
Company in such connection. An optionee shall have the rights of a shareholder
only as to shares actually acquired by him under the Plan.
10. Nontransferability of Options. No Option may be transferred by the
------------------------------
optionee otherwise than by will or by the laws of descent and distribution, and
during the optionee's lifetime the Option may be exercised only by him. More
particularly, but without limiting the generality of the foregoing, an Option
may not be assigned, transferred (except as provided in the next preceding
sentence), pledged, or hypothecated in any way (whether by operation of law or
otherwise), and will not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of any Option contrary to the provisions of the Plan, and any levy
of any attachment or similar process upon an Option will be null and void and
without effect, and the Committee may, in its discretion, upon the happening
of any such event, terminate an Option forthwith.
5
<PAGE> 6
EXHIBIT 10
11. Changes in Stock. In the event of a stock dividend, stock split or
-----------------
other change in corporate structure or capitalization affecting the Stock, the
number and kind of shares of stock on which Options may be granted hereunder,
the number and kind of shares of stock remaining subject to each Option
outstanding at the time of such change and the Option price shall be
appropriately adjusted by the Committee, whose determination shall be binding
on all parties concerned. Subject to any required action by the stockholders,
if Esterline shall be the surviving corporation in any merger or consolidation
(other than a merger or consolidation in which Esterline survives but its
outstanding shares are converted into securities of another corporation or
exchanged for other consideration), any Option granted hereunder shall pertain
and apply to the securities which a holder of the number of shares of Stock
then subject to the Option should have been entitled to receive. A dissolution
or liquidation of Esterline or a merger or consolidation in which Esterline is
not the surviving corporation or its outstanding shares are so converted or
exchanged shall cause every Option hereunder to terminate, but at least 20
days prior to the effective date of any such dissolution or liquidation (or if
earlier any related sale of all or substantially all assets) or of any such
merger or consolidation, the Committee shall either make all Options
outstanding hereunder immediately exercisable or arrange that the successor or
surviving corporation, if any, grant replacement Options.
12. Employment Rights. Neither the adoption of the Plan nor the grant
------------------
of any Option under it shall confer upon any employee of the Company any right
to continued employment with the Company, nor shall either interfere in any way
with the right of the Company to terminate the employment of any of its
employees at any time, with or without cause. Neither the existence of the
Plan nor the grant of any Option hereunder shall be taken into account in
determining any damages to which an employee may be entitled upon termination
of his employment.
13. Miscellaneous.
--------------
(a) Other Awards and Compensation. The Plan shall not restrict
------------------------------
the authority of the Board of Directors of the Company, acting directly or by
authorization to any committee, for proper corporate purposes, to grant or
assume stock Options or replacements or substitutions therefor, other than
under the Plan, whether in connection with any acquisition or otherwise, and
with respect to any employee or other person, or to award bonuses or other
benefits to optionees under the Plan in connection with exercises under the
Plan or otherwise or to maintain or establish other compensation or benefit
plans or practices.
(b) Statutory References, etc. References to the provisions of
--------------------------
statutes and regulations in the Plan shall be deemed to refer to such
provisions as from time to time in effect, unless the context suggests
otherwise.
14. Termination and Amendment of the Plan.
--------------------------------------
(a) Termination of Discontinuance of the Plan. The Plan shall
terminate ten years from the date on which it is adopted by the Board of
Directors or the date on which it is approved by the shareholders, whichever
is earlier. Prior thereto, the Board of Directors may suspend or terminate the
Plan or discontinue granting Options under the Plan at any time; provided,
however, that any such suspension, termination or discontinuance shall not
affect any Options then outstanding under the Plan. No Options under the Plan
may be granted after termination of the Plan.
6
<PAGE> 7
EXHIBIT 10
(b) Amendment of the Plan. The Board of Directors from time to
----------------------
time may make such modifications or amendments of the Plan as it may deem
advisable but may not, without further approval of the shareholders of
Esterline, except as provided in Section 11 hereof (i) increase the maximum
number of shares which shall be available and reserved for issue under the
Plan, or (ii) change the class of persons eligible to receive Options, or (iii)
extend the term of the Plan beyond the period provided in this Section.
(c) Amendment of Outstanding Options. The Committee may at any
---------------------------------
time or times amend any outstanding Option or Options for the purpose of
satisfying the requirements of any changes in applicable laws or regulations.
Further, it may, with the consent of the holder of the Option, make such
modifications or amendments as it shall deem advisable.
(d) Limitation. Except as provided in Section 11, neither the
-----------
termination nor any modifications or amendment of the Plan or any outstanding
Option shall, without the consent of the holder of an Option theretofore
granted under the Plan, adversely affect the rights of such holder with
respect to such Option or alter or impair any Option previously granted under
the Plan.
15. Termination of Right of Action. Every right of action arising out
-------------------------------
of or in connection with the Plan by or on behalf of the Company, or by any
shareholder of Esterline against any past, present or future member of the
Board of Directors or against any employee, or by an employee (past, present
or future) against the Company shall, irrespective of the place where an
action may be brought and irrespective of the place or residence of any such
shareholder, director or employee, cease and be barred by the expiration of
three years from the date of the act or omission in respect to which such
right of action is alleged to have arisen.
16. Effectiveness of the Plan. The Plan shall become effective on
--------------------------
October 28, 1987, but shall be subject to approval by the shareholders of
Esterline at a meeting of shareholders duly called and held, or by written
consent duly given, no later than twelve months after the adoption of the Plan
by the Board of Directors.
7
<PAGE> 1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated March 27, 1995 (the "Registration Statement") regarding the
Esterline Technologies Corporation Amended and Restated 1987 Stock Option Plan
(the "Plan") and in the prospectus for the Plan dated March 8, 1995 of our
report dated December 5, 1994, appearing on page 44 of the Esterline
Technologies Corporation Annual Report to Shareholders for the year ended
October 31, 1994, which is incorporated by reference into the Annual Report on
Form 10-K for Esterline Technologies Corporation for the year ended
October 31, 1994. In addition, we consent to the use of our name, and the
statements with respect to us, as appearing under the heading "Experts" in the
prospectus for the Plan filed as part of Registration Nos. 33-22322 and
33-37134, which is incorporated by reference in the Registration Statement.
/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche
Seattle, Washington
March 27, 1995
