Summary of TRANSDIGM GROUP INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On November 19, 2012, the Compensation Committee (the "Committee") of the Company's Board of Directors approved a number of amendments to certain performance vested option agreements (the "Option Agreements") granted to certain employees, including executive officers pursuant to the Company's 2008 Stock Option Program under the 2006 Stock Option Plan, as amended (the "Plan"), which are described below:

Х An amendment to all Option Agreements under the Plan to adjust the operational performance per diluted share ("AOP") targets to take into account the effects of the extraordinary dividend of $12.85 paid by the Company to its stockholders on November 5, 2012 (the "Dividend").

Х An amendment to all Option Agreements under the Plan to modify the market based "sweep" to take into account the effects of the Dividend.

Х An amendment to the Option Agreements for certain options for executive officers which already had continued vesting after employment under certain circumstances to provide that if the executive officer's employment terminates by reason of retirement after at least 15 years of service after age 60 or after at least ten years of service after age 65, vesting of the options will continue after termination of employment as set forth in the agreement.

Х Consistent with past practice, an amendment to outstanding option agreements vesting in 2015 for recipients of extension options vesting over 2016 and 2017 to allow participants to treat the operational performance per diluted share that exceeds the maximum AOP targets in an applicable year as having been achieved in the following two fiscal years if less than the full amount of eligible operational performance options would otherwise have vested for such fiscal years.

The foregoing descriptions of the terms of these amendments are qualified in their entirety by the full text of the amendments, copies of which are attached hereto as Exhibit 10.1.