On October 9, 2006, Curtiss-Wright Corporation (“Curtiss-Wright”) entered into a key executive restricted stock unit retention agreement (the "Agreement") with David Linton, Vice President, Curtiss-Wright Corporation and President of Curtiss-Wright Flow Control Corporation (a wholly-owned subsidiary of Curtiss-Wright).

Mr. Linton received a grant of 33,870 restricted stock units pursuant to the terms and conditions of Curtiss-Wright’s long term incentive program adopted by the Company's compensation committee. Each unit is the equivalent of one share of Curtiss-Wright Common Stock. The Agreement provides the equivalent of $1,000,000 in value as of the closing price reported on the New York Stock Exchange of Curtiss-Wright’s Common Stock on February 7, 2006, the date the Board of Directors approved the material terms of the agreement to be offered to Mr. Linton.

The Agreement provides for the entire grant to vest on February 6, 2016, provided that Mr. Linton does not voluntarily leave the employ of Curtiss-Wright or Mr. Linton is not otherwise terminated for “Cause”, as defined in the Agreement. On or prior to December 31, 2015, Mr. Linton may elect to convert said stock units to an equivalent number of shares of Curtiss-Wright Common Stock or defer the conversion of the stock units in accordance with Section 409A of the Internal Revenue Code for a period not greater than five (5) years. The Agreement also provides for anti-dilutive adjustments in the event of recapitalization, reorganization, merger, consolidation, stock split or any similar change, and for the immediate vesting and conversion of the stock units upon Mr. Linton’s death or disability, and in the event of a Change in Control of Curtiss-Wright.

The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Terms not defined herein have the meanings ascribed to them in the Agreement.